LEASE SCHEDULE

LEASE SCHEDULE NUMBER 1     TO MASTER LEASE AGREEMENT NUMBER 11053
                                                             -----

This Lease  Schedule  incorporates  the terms and conditions of a certain Master
Lease Agreement,  dated as of the ____ day of October, 1999 (the "Master Lease")
by and between  PRIME  LEASING,  INC.,  O'Hare  International  Center,  10275 W.
Higgins Road,  Rosemont,  Illinois 60018 (the "Lessor"),  and PHYMED  Diagnostic
Imaging Center Hillcrest,  Inc., 12840 Hillcrest Road, Suite 100, Dallas,  Texas
75230 (the "Lessee").

THIS IS A NON-CANCELABLE LEASE SCHEDULE.

1.   Initial  Term:  48  months  commencing  with  the  first  day of the  month
     immediately   following  the  Commencement  Date  (or  beginning  with  the
     Commencement Date if that date is the first day of the month.)

2.   Rental Payments: $33,333 per month, plus any and all applicable taxes.

     Advance Payments receivable by Lessor as of the Commencement Date: $33,333.
     This Advance Payment is made by transfer and credit of the Advance Payments
     in the amount of $66,666  made by Lessee under the  Temporary  Master Lease
     Agreement  dated  September ___, 1999,  $33,333 of which was applied to the
     first month's rent payable under the Temporary Master Lease Agreement,  and
     the remaining  $33,333 of which is credited and  transferred as the Deposit
     under the Master Lease.

3.   Deposit.  LESSEE previously delivered to LESSOR on the Commencement Date of
     the  Temporary  Master  Lease the sum of  Sixty-Six  Thousand  Six  Hundred
     Sixty-Six and No/100 Dollars ($66,666) in immediately  available funds (the
     "Deposit").  The  Deposit  shall  continue  to be held by  LESSOR,  without
     liability   for   interest,   as  the  Deposit  under  this  Master  Lease.
     Thirty-Three   Thousand  Three  Hundred  Thirty-Three  and  No/100  Dollars
     ($33,333)  of the Deposit was applied by LESSOR  towards the payment of the
     first  full  month  of rent due  under  the  Temporary  Master  Lease;  the
     remainder may be applied by LESSOR,  at LESSOR'S sole option,  for any past
     due amount due under this Master  Lease.  If LESSEE is not in default under
     the terms of this Master  Lease,  any portion of the Deposit not applied by
     LESSOR as payment of rent or any past due amount  under this Master  Lease,
     shall be  distributed by LESSOR as follows;  first,  towards the payment of
     the rent due on the last  month of this  Master  Lease;  and  second  after
     termination  of this Master Lease and  contingent on LESSEE  complying with
     all of the terms of this Master Lease, any remaining amount to LESSEE.

4.   Conditions  Precedent.  LESSOR'S  obligations under this Lease Schedule are
     subject to the following conditions precedent:

     a.   LESSEE shall have leased that certain real  property and  improvements
          ("Premises")  located at 12840  Hillcrest  Road,  Suite  100,  Dallas,
          Dallas County, Texas;

     b.   LESSOR  shall  have  received  approval  for this  Master  Lease  from
          LESSOR'S Executive Committee;

     c.   LESSOR  shall have  received  the  Guaranty  (as defined in Section 8,
          below);

     d.   Lessor shall have  received a  landlord's  waiver from the landlord of
          the  Premises,  in form  satisfactory  to LESSOR,  waiving  landlord's
          rights in and to the Equipment; and

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     e.   LESSOR shall have  received any other  document  reasonably  requested
          from LESSEE by LESSOR.

5.   Equipment: See Equipment Schedule attached hereto and made a part hereof.

6.   Commencement  Date:  October ___, 1999, as evidenced by the  Certificate of
     Acceptance, issued in respect to this Lease Schedule.

7.   End of Lease Options: At the end of the Initial Term, Lessee has the option
     to: (A)  purchase  all,  but not less than all,  of the  Equipment  at Fair
     Market Value, as described in the Master Lease; (B) renew the lease of all,
     but not less than all, of the Equipment at a Monthly Rent based on the then
     Fair Market  Value of the  Equipment;  or (C) return all, but not less than
     all, of the Equipment, subject to the terms and conditions as stipulated in
     the Master Lease.

8.   Guaranty.  By its  signature  below,  PHYMED,  INC.,  a  Texas  corporation
     ("PARENT"),  agrees that it will  execute a Guaranty,  dated as of the date
     hereof, that is acceptable to LESSOR, at LESSOR'S sole discretion,  whereby
     PARENT will guarantee to LESSOR,  the due,  regular and punctual payment of
     all of LESSEE'S obligations herein, including all rents due herein.

9.   Entire Agreement:  LESSEE REPRESENTS THAT IT HAS READ, RECEIVED, RETAINED A
     COPY OF AND  UNDERSTANDS  THIS LEASE SCHEDULE AND AGREES TO BE BOUND BY ITS
     TERMS AND CONDITIONS. LESSOR AND LESSEE AGREE THAT THIS LEASE SCHEDULE, THE
     MASTER LEASE AND ALL RIDERS THERETO SHALL  CONSTITUTE THE ENTIRE  AGREEMENT
     AND SUPERSEDE ALL PROPOSALS,  ORAL OR WRITTEN,  ALL PRIOR  NEGOTIATIONS AND
     ALL OTHER COMMUNICATIONS BETWEEN LESSOR AND LESSEE WITH RESPECT TO ANY UNIT
     OF EQUIPMENT.

THIS LEASE SCHEDULE IS EFFECTIVE ONLY UPON ACCEPTANCE BY LESSOR AT ITS CORPORATE
OFFICE IN ROSEMONT, ILLINOIS.

Accepted on October ___, 1999, at Rosemont, Illinois.


PRIME LEASING, INC.                        PHYMED Diagnostic Imaging Center
(Lessor)                                     Hillcrest, Inc. (Lessee)


By:________________________________        By:__________________________________

Name (Printed):____________________        Name (Printed):______________________

Title:_____________________________        Title:_______________________________

                                           Date: October ___, 1999

PHYMED, INC.,
(Parent)



By:________________________________

Name (Printed):____________________

Title:_____________________________

Date: October ___, 1999





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                               EQUIPMENT SCHEDULE

                                       TO

                             LEASE SCHEDULE NUMBER 1

                                       TO

                      MASTER LEASE AGREEMENT NUMBER _______

Quantity          Description of Equipment                         Serial Number
--------          ------------------------                         -------------

1                 MRI Phillips Gyro Scan NT 1.5                    126285-1

1                 G.E. R&F MS 1850                                 13562WK4

1                 Mammography-Bennett Contour                      BMC29289

1                 Ultrasound-ATL Ultramark HDI                     001JQ5

1                 C/Arm OEC DXR5                                   05X6015

1                 Dryview 8700 Laser Imager                        8702003

1                 CT-Picker 171950 PQ2000 Spiral CT Scanner        4038




EQUIPMENT LOCATION:  12840 Hillcrest Road, Suite 100, Dallas, Texas 75230