MANAGEMENT/LICENSING AGREEMENT

This MANAGEMENT/LICENSING  AGREEMENT (this "AGREEMENT") is made and entered into
by and between PhyMed Contracted Services, Inc., a Texas corporation ("Manager")
("Licensor") and White Rock JV, Ltd., (the "Center") ("Licensee");

WHEREAS,  Manager is in the business of  operating  medical  diagnostic  imaging
Centers and  providing  management  services  to medical  and other  health care
practitioners in the conduct of their professional and technical operations; and

WHEREAS,  Center is engaged in the operation of an outpatient medical diagnostic
imaging  center  doing  business  in the State of Texas;  and Center  desires to
retain  the  experience  and  abilities  of Manager  in the  furtherance  of the
business  of Center  and has  offered to engage  Manager  to render  consulting,
management, advisory and other tangible benefits;

NOW,  THEREFORE,   in  consideration  of  the  foregoing  recitals,  the  mutual
agreements  contained  herein,  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

1. TERM. This AGREEMENT shall be for a term of four (4) years  commencing on the
effective date set forth below,  unless sooner terminated as provided  elsewhere
in this AGREEMENT (the "Initial Term"). At the end of the Initial Term, the term
of this AGREEMENT  shall be extended for  consecutive  twelve (12) month periods
(each such period is referred to as a "renewal  term"),  upon the same terms and
conditions,  unless  either  party gives the other party  written  notice to the
contrary at least  thirty (30) days prior to the end of the Initial  Term or any
renewal  term.  The Initial Term and each renewal  term are,  collectively,  the
Term.

2.  MANAGEMENT  SERVICES.  The  Center  hereby  grants to  Manager  the right to
supervise and direct the day-to-day  management and operation of the Center, and
Manager agrees to provide such  services,  upon the terms and conditions of this
AGREEMENT  and  subject at all times to  policies  and  control of the Center or
owner of the Center.  Without  limiting the  generality  of the  foregoing,  the
Center grants to Manager the right, and Manager agrees, to perform the following
services on behalf of the Center;

(a) to manage  the  administrative  and  business  operations  of the  Center as
Manager  determines  to be customary  and usual in the  operation of  comparable
medical diagnostic imaging center rendering comparable services;



<PAGE>


(b) to  hire,  promote,  discharge,  and  supervise  the  work of such  medical,
technical, business,  administrative, and maintenance personnel as Manager shall
deem  necessary or advisable in the  management  of the Center  pursuant to this
AGREEMENT;

(c) to hire,  promote  and  discharge  as shall be  appropriate  and  reasonably
required by the nature of the Center such  physician and  non-physician  medical
and  technical  personnel  as Manager  shall deem  necessary or advisable in the
operation  of the Center;  provided,  however,  that the Center  shall  maintain
complete  responsibility  for supervising  the actions of nursing  personnel and
medical  technicians.  Center  agrees to save and hold Manager  harmless for all
acts or  omissions  of  nursing  personnel  and  medical  technicians  under the
direction or supervision of a physician.  Manager shall exercise reasonable care
in the initial selection of such personnel and technicians; however, Center will
not be obligated to accept the services of  individuals  deemed by the Center to
be unqualified to perform technical or patient care services.

(d)  to  adopt  such  reasonable  rules,  policies  and  procedures  as  may  be
appropriate  for  the  orderly  operation  of the  Center  and the  delivery  of
administrative,  clerical and other management services. Center hereby agrees to
abide by such rules,  policies and  procedures  and to cooperate with Manager in
causing all personnel to abide by same;

(e) to procure medical and non-medical  supplies and equipment which Manager and
Center deem necessary for the operation of the Center from such suppliers and on
such terms as Manager may determine; Center shall promptly notify Manager if any
supplies or  equipment  are  defective  or  otherwise  unsatisfactory  for their
intended use. Manager expressly  disclaims any warranties of  merchantability or
fitness for a particular use with respect to supplies and equipment provided.

(f) to install  and  maintain  systems  for  accounting,  auditing,  and medical
records maintenance;

(g) as agent  for the  Center,  to  promptly  deposit  in  banking  institutions
selected by Center,  in a separate  account,  in the  Center's  name and for the
Center's benefit,  all moneys received by Manager as revenues from the Center or
otherwise for or on behalf of the Center;

(h) to fulfill the  obligations  of Center  under any existing  lease  affecting
medical or business equipment located in the Center, including payment of rental
when due, and to secure insurance as required by any such lease  agreement,  but
only to the extent of the funds in the bank  accounts  of the  Center.  Any such
lease  shall be reviewed  and  acknowledged  in writing by Manager  prior to the
execution of this AGREEMENT;

(j) to make or  install,  or cause to be made or  installed,  at the  expense of
Center,  and in the  name  of  the  Center,  all  mutually  agreed  alterations,
replacements,  additions  and  improvements  in  and to  the  office  facilities
excluding, however, extraordinary capital replacements, additions or repairs;

(j) to assist in the  application  for all licenses and permits  required of the
Center or Manager in connection with the management and operation of the Center;

(k) to cause,  at the request and expense of Center,  such other acts and things
to be  done  as  shall  be  reasonable  and  necessary  for  the  efficient  and
cost-effective operation of the Center.

(l) to contract,  on behalf of the Center, with a qualified  radiologist for the
performance of procedures,  for the  supervision of physician and  non-physician
technical  staff and to perform  the duties  and  responsibilities  of a medical
director.

(m) to act as an agent for the Center in the conduct of all  financial and legal
affairs, to include the engagement of legal, accounting and other professionals,
execution of binding  contracts  and  agreements,  loan  documents,  pledging of
center  assets for  purposes  of loan and other  financial  arrangements  as the
Manager deems appropriate in the operation of the Center.




<PAGE>


3.  Employees.  Manager shall not be liable to employees  employed by Center for
their wages, fringe benefits or other compensation.  Center shall be responsible
for payment of the total  aggregate  compensation,  including  fringe  benefits,
payable  with  respect to such  employees.  The term  "fringe  benefits" as used
herein shall mean and include Center's contribution of FICA, FUTA,  unemployment
compensation and other employment taxes, worker's  compensation,  group life and
accident and health  insurance  premiums,  incentive  bonuses and other  similar
benefits agreed to by Manager on behalf of the Center.

4. Fee.  As  compensation  for all  services  rendered  by  Manager  under  this
AGREEMENT,  the Center shall pay to Manager at its principal  office (or at such
other  place,  if any, as Manager  from time to time may  designate in a written
notice  to the  Center)  a  monthly  management  fee (the  "Management  Fee") of
$5,000.00  per month,  said  amount to be paid in advance on or before the first
day of the month, every month during the term of this AGREEMENT. The formula for
determining  the  Management Fee is not intended and shall not be interpreted or
applied  as  permitting  the  Manager  to  share  in the  Center's  fees.  It is
acknowledged  as the parties'  negotiated  agreement as to the  reasonable  fair
market value of the services  furnished by Manager  pursuant to this  AGREEMENT,
considering the nature and volume of the services required and the risks assumed
by the Manager.

The  payment  of the Fee to  Manager  will be  subordinate  to any loan or lease
payments  due under any loan or lease  between  Center and Prime  Leasing,  Inc.
("Prime")  or its  successors  or assigns.  In  addition,  payment of the Fee to
Manager will be suspended so long as Center is in default under any such loan or
lease  agreement  with Prime.  Manager  agrees to continue to perform under this
AGREEMENT during any period during which payment of the Fee has been suspended.

5. Payment of Expenses.  Center shall be  responsible  for making payment of all
operating  expenses  attributable  to the  operation  of Center  unless  Manager
specifically assumes payment as an obligation pursuant to this AGREEMENT.

6. Performance of Duties of Manager.  (a) Manager is an independent  contractor,
and not an  employee  or partner of the Center.  As an  independent  contractor,
Manager  shall not act or attempt to act, or in any manner  assume or create any
obligation  on behalf of or in the name of the Center or any of its  affiliates,
or otherwise bind the Center or any of its affiliates in any manner,  other than
as specifically  authorized in this AGREEMENT or otherwise authorized in writing
by the Center.

(b) Manager  shall devote its best  efforts to the  operation of the Center in a
reasonable  manner and shall  perform its  services  and  obligations  hereunder
diligently and according to the local  standards.  It is expressly  acknowledged
that Manager is engaged in operating a similar medical diagnostic imaging center
in Dallas and is providing  management services to the medical profession and is
in no way restricted or restrained from pursuing such other business activities.

7. Books and Records (a) Business Records.  Manager shall prepare and furnish to
the Center an unaudited statement of revenue and expenses of the Center, and any
other reports on the operations of the Center as may be reasonably  requested by
Center,  for each calendar  month during the term of this AGREEMENT on or before
the 25th day of the calendar month immediately following the month for which the
statement is being prepared.  Copies of all statements and reports shall be sent
to LDE Ventures,  Inc.,  10275 W. Higgins Rd.,  Suite 200,  Rosemont,  IL 60018.
Manager shall accord to the Center,  and its accountants,  attorneys and agents,
the right to  examine or inspect  any and all books or records  relating  to the
Center at all  reasonable  times  during the term of this  AGREEMENT,  and for a
period  of one year  following  the  termination  of this  AGREEMENT.  Books and
records of the Center may be kept at the Center or at such other location within
the Dallas metropolitan area as Manager may determine.

<PAGE>


(b) Medical  Records.  Manager  and Center  shall  cooperate  with the Center to
assure  preparation of appropriate  medical records  concerning medical services
provided by the Center.  Manager  shall  maintain  such  medical  records at the
Center in accordance  with prudent record keeping  procedures and as required by
law.

(c) Confidentiality of Records.  Manager and Center agree to take all reasonable
precautions  to prevent  the  unauthorized  disclosure  of any and all books and
records kept and/or  maintained by Manager under the terms of this AGREEMENT and
to keep such books and records  confidential except as otherwise provided by law
or in subparagraph (d) of this Paragraph.

(d) Disclosure of Records to  Governmental  Agencies.  To the extent required by
section l86l (v) (1) (I) of the Social  Security Act, the parties  hereto,  upon
proper  request,  shall allow the United  States  Department of Health and Human
Services, the Comptroller General of the United States, or their duly authorized
representatives  access  to this  AGREEMENT,  and to all  books,  documents  and
records  necessary  to verify  the  nature  and  extent of the cost of  services
provided  by either  party under this  AGREEMENT  at any time during the term of
this AGREEMENT and for an additional period of four (4) years following the last
date services are furnished under this AGREEMENT. In the event that either party
carries out any of its  obligations  under this  AGREEMENT  through an agreement
with an  organization  related to it,  such party  shall  require  that a clause
substantially to the effect of this subparagraph be included in that agreement.

8. Liability  Insurance.  (a) Manager shall maintain throughout the term of this
AGREEMENT,  at its sole expense,  and for a period not less than three (3) years
commencing  on the  date  of the  termination  of this  AGREEMENT,  professional
liability  insurance coverage on Manager and its employees in the minimum amount
$1,00,000.00 for each occurrence and Three Million Dollars  $3,000,000.00 in the
aggregate. Such insurance shall be obtained from an insurance carrier whose A.H.
Best  rating is A or better and  contain an  endorsement  to the effect that the
policy  shall not be canceled  or  materially  changed  without at least 30 days
prior  written  notice to  Manager.  The Center  shall  provide to Manager  upon
request a certificate of insurance such coverage.

(b) The Center shall maintain, at its sole expense,  throughout the term of this
AGREEMENT and for a period not less than three (3) years  commencing on the date
of the termination of this AGREEMENT,  professional liability insurance covering
(i) the Center in the minimum amount of $1,000,000  dollars for each  occurrence
and  $3,000,000  dollars in the  aggregate,  and (ii)  covering  each  physician
rendering medical services at the Center, whether they are members of the Center
or employees of the Center, or independent contractors, in the minimum amount of
$1,000,000  dollars for each occurrence and $3,000,000 dollars in the aggregate.
Such  insurance  shall be obtained  from an insurance  carrier  whose A.H.  Best
rating is A or better and contain an  endorsement  to the effect that the policy
shall not be  canceled  or  materially  changed  without  at least 30 days prior
written  notice to Manager.  The Center shall  provide to Manager upon request a
certificate of insurance such coverage.

9. Events of Default.  (a) The Center shall be in default  under this  AGREEMENT
upon the occurrence of any of the following events:

          (i) failure of the Center to comply with any term or condition of this
     AGREEMENT within fifteen days after written notice of such noncompliance by
     Manager;

          (ii) dissolution of the Center;

          (iii)bankruptcy of the Center.


<PAGE>


(b) Manager shall be in default under this  AGREEMENT upon the occurrence of any
of the following events:

          (i)  failure of Manager to comply with any term or  condition  of this
     AGREEMENT within fifteen days after written notice of such noncompliance to
     Manager by the Center; and

          (ii) bankruptcy of Manager;

(c) For purposes of this  paragraph the  bankruptcy of an entity shall be deemed
to have occurred when that entity (i) makes a general assignment for the benefit
of  creditors;  (ii) files a voluntary  bankruptcy  petition;  (iii) becomes the
subject of an order for relief or is declared  insolvent in any federal or state
bankruptcy or  insolvency  proceeding;  (iv) files a written  petition or answer
seeking a reorganization,  arrangement, composition, readjustment,  liquidation,
dissolution  or  similar  relief  under  any law;  (v)  files an answer or other
pleading admitting or failing to contest the material  allegations of a petition
filed  against  that entity in a proceeding  of the type  described in parts (i)
through (iv) of this subparagraph; (vi) seeks, consents to, or acquiesces in the
appointment of a trustee, receiver, or liquidator (vii) or l20 days expire after
the  date of the  commencement  of a  proceeding  against  that  entity  seeking
reorganization,    arrangement,    composition,    readjustment,    liquidation,
dissolution,  or similar  relief  under any law if the  proceeding  has not been
previously  dismissed,  or 90 days  expire  after  the date of the  appointment,
without  the  entity's  consent  or  acquiescence,  of a trustee,  receiver,  or
liquidator of that entity if the  appointment has not previously been vacated or
stayed,  or 90 days  expire  after  the  date of  expiration  of a stay,  if the
appointment has not previously been vacated.

(d) Upon the  occurrence  of an event of default of the  Center as  provided  in
subparagraph  (a) of this  paragraph,  Manager shall have the right to terminate
its obligations under this AGREEMENT, subject to the limitations of Paragraph 10
of this AGREEMENT,  and to pursue any other remedies available at law or equity,
and Manager's  termination of its  obligations  under this  AGREEMENT  shall not
constitute  a waiver or  forfeiture  of any rights or remedies  that Manager may
have including Manager's right to compensation.

(e) Upon the  occurrence  of an event of  default  of  Manager  as  provided  in
subparagraph (b) of this paragraph, the Center shall have the right to terminate
this  AGREEMENT  and to pursue  any other  remedies  available  at law or equity
against  Manager,  and  Center's  termination  of  its  obligations  under  this
AGREEMENT  shall not constitute a waiver or forfeiture of any rights or remedies
that Center may have.

10. Termination.  Either party may terminate this AGREEMENT at any time, without
cause, upon 45 days' advance written notice to the other, provided however, that
Manager may not terminate this AGREEMENT so long as Center has any loan or lease
agreement in effect with Prime.  Upon  termination of this AGREEMENT,  either at
the  expiration  of its term as  provided  in  Paragraph  l, or upon an event of
default as provided in Paragraph 9, or as provided in this Paragraph:

(a) Manager  shall  deliver to the Center as received  any moneys due the Center
under this  AGREEMENT but received by Manager after such  termination,  less any
amounts due Manager, including any due and unpaid Management Fees;

(b) Manager shall  deliver to the Center all  materials and supplies,  copies of
books and records,  keys,  contracts and documents,  and such other accountings,
paper and  records  pertaining  to the Center and this  AGREEMENT  as the Center
shall reasonably request;

(c) The  obligations of the parties hereto with respect to this AGREEMENT  shall
cease and  terminate,  except as to obligations of either party which shall have
heretofore accrued or arisen, or except as otherwise herein provided.

<PAGE>


11. Power of Attorney.  The Center hereby  constitutes and appoints  Manager and
its  authorized  representatives  (and  any  successor  thereto  by  assignment,
election,  or otherwise and the  authorized  representatives  thereof) with full
power of  substitution as its true and lawful agent and  attorney-in-fact,  with
full power and authority in its name,  place, and stead (i) to bill patients and
collect accounts  receivable,  (ii) on behalf of the Center, to receive and give
receipts  for all  insurance,  Medicare,  and Medicaid  payments  payable to the
Center,  (iii) to take  possession  of,  endorse in the name of the Center,  and
deposit in the Center's bank account any cash, notes,  checks,  money orders, or
other instruments received by Manager or the Center relating to the operation of
the Center,  (iv) to pledge  receivables and other Center assets for purposes of
obtaining financing and obtaining equipment for the Center as the Manager solely
deems  appropriate,  and (v) to  contract  with  third  parties on behalf of the
Center  for  the  purposes  of  procuring  equipment,   office  space,  supplies
professional consultants,  attorneys and accounting professionals as the Manager
solely deems appropriate.

12. Relationship of the Parties. Nothing in this AGREEMENT shall be construed as
creating a company or joint  venture  between  Manager  and the Center and in no
event shall Manager  participate in or be responsible  for the profits or losses
of the Center. Except to the extent that Manager may act as billing,  collecting
and  disbursing  agent for the Center,  neither party is the agent of the other.
Center  shall  require  any  employee  or  independent  contractor  who works in
conjunction  with Center under this  AGREEMENT  to  expressly  abide by each and
every term and condition of this  AGREEMENT  and to evidence  such  agreement in
writing as required by Manager.

13. Standard of Care. Although Manager's obligation to obtain office facilities,
equipment,  supplies  and  services  is  limited  to the  quantity  and  quality
ordinarily  required by members of the same  profession as Center,  according to
the generally  accepted  standards of care  prevailing  in the local  community,
Center is not  restricted  to such  standard  and is at all times  free to equip
Center according to higher or more specialized standards;  however, Center shall
be  responsible  for  making  separate   arrangements   for  any   extraordinary
requirements for office  facilities,  equipment,  services or supplies resulting
from  such  choice  to  Center  according  to such  higher  or more  specialized
standards.

14. Limitation of Liability. Manager shall not be liable for any claim or demand
on account of damages  arising  out of, or in any  manner  connected  with,  any
injuries  suffered by persons  receiving  care  provided  by, or  authorized  by
Center,  unless such injury is approximately  caused by proven negligence on the
part of the Manager.  Center shall not be liable for any claim or demand arising
out of the acts or omissions of the Manager,  except to the extent, if any, that
Center is negligent in exercising direct professional  supervision and direction
of those of the Manager's employees who are assigned to assist the Center in the
care of  patients.  The amount of  Manager's  liability  for any  default in its
obligations  hereunder shall be limited to the amount of the liability insurance
carried by Manager  pursuant to Section 8(a), and no incidental or consequential
damages in excess of such amount may be recovered.

15. Grant of License.  Licensor grants to Licensee a non-exclusive  license,  to
use the name " PHYMED  DIAGNOSTIC  IMAGING  CENTER " and any logo's  existing or
created by Licensor,  in connection with its business and advertising  until the
expiration or cancellation  of this AGREEMENT.  Upon written notice to Licensor,
Licensee shall have the right to extend the terms of this AGREEMENT to any other
entity  operating under the authority and control of Licensee in accordance with
the provision hereinafter set forth.

16. Approval by Licensor. All operations, training programs, medical procedures,
advertising and promotional materials shall be submitted by Licensee to Licensor
for Licensor's approval prior to any release thereof by Licensee. If disapproval
is not received by Licensee  within ten days after  receipt of such  material or
matters by  Licensor,  such right of  approval  shall be deemed  waived and such
material shall be considered  approved.  Licensor's rights are hereby restricted
solely to the material and matter covered by this  paragraph.  Such approvals by
Licensor shall not be unreasonably  withheld,  and once such approvals have been
obtained  further  approval  need not be  obtained  for future or repeat use. No
procedures  or  materials  shall be used or  continued  without the  approval of
Licensor as herein provided.

<PAGE>


17. Inspection.  The Licensee will permit duly authorized representatives of the
Licensor to inspect,  on the premises of the Licensee,  at all reasonable times,
the operations of the licensee.

18.  Indemnity.  The  Licensor  assumes no Liability to the Licensee or to third
parties with respect to the performance of the procedures, training or treatment
conducted  under the license,  and the  Licensee  hereby  indemnifies  and holds
harmless  the  Licensor  against all losses,  damages  and  expenses,  including
attorneys'  fees,  incurred  as result of or related to claims of third  persons
involving  the  delivery  of health  care to patients or training to health care
providers resulting from the acts or omissions of the Licensee.

19.   Miscellaneous.

(a)  Prohibited  Activities.  Manager  shall not provide or otherwise  engage in
services which constitute the unauthorized practice of medicine under applicable
Texas Law.

(b)   Communications  to be given under this AGREEMENT by any party to the other
      shall be deemed to have been duly given if given in writing and personally
      delivered, sent by facsimile followed by mail, or sent by mail, registered
      or  certified,  postage  prepaid  with return  receipt  requested,  at the
      address  specified  beside  each  party's  signature  at the  end of  this
      AGREEMENT.  Notices  delivered  personally  or by  mail  shall  be  deemed
      communicated as of l0:00 a.m. on the third business day after mailing. Any
      party may change its address for notice hereunder by giving notice of such
      change in the manner provided in this paragraph.

      Chairman                                       President
      PhyMed Contracted Services, Inc..              White Rock JV, Ltd.
      9603 White Rock Trail                          9603 White Rock Trail
      Suite 100                                      Suite 100
      Dallas, Texas 75238                            Dallas, Texas 75238
      Fax 214-349-7474                               Fax 214-349-7474

      A copy of all  communications  to be given under this AGREEMENT shall also
      be provided in the same manner as above to:

      LDE Ventures, Inc.
      10275 W. Higgins Rd, Suite 200
      Rosemont, IL 60018
      Fax 847-294-6070

(c) Entire  Agreement.  This AGREEMENT  supersedes any and all other agreements,
either oral or written,  between the parties with respect to the subject  matter
hereof and contains all of the covenants and agreements between the parties.


<PAGE>


(d) Modification  and Waiver.  No change or modification of this AGREEMENT shall
be valid or binding upon the parties unless such change or modification shall be
in writing and signed by all the parties.  No waiver of any term or condition of
this AGREEMENT shall be enforceable  unless it shall be in writing signed by the
party against which it is sought to charged. The waiver by any party of a breach
of any  provision  of this  AGREEMENT  by any  other  shall  not  operate  or be
construed as a waiver of any subsequent breach by such other party.

(e) Governing Law. This AGREEMENT, and the rights and obligations of the parties
hereto,  shall be governed by and construed in  accordance  with the laws of the
State of Texas and shall be performable in Dallas  County,  Texas.  Venue of any
litigation  arising  hereunder shall be in a court of competent  jurisdiction in
Dallas County, Texas.

(f) Counterparts.  This AGREEMENT may be executed in counterparts, each of which
shall constitute an original, but all of which shall constitute one and the same
document. Any counterpart evidencing signature by one party that is delivered by
telecopy by such party to the other party hereto shall be binding on the sending
party when such  telecopy is sent,  and such sending party shall within ten days
thereafter  deliver to the other party a hard copy of such executed  counterpart
containing   the   original   signature   of  such   party  or  its   authorized
representative.

(g)  Costs.  If any  action at Law or in  equity  is  necessary  to  enforce  or
interpret the terms of this AGREEMENT, the prevailing party shall be entitled to
reasonable  attorneys' fees,  costs, and necessary  disbursements in addition to
any other relief to which it may be entitled.

(h) Assignment. Center may assign its rights under this AGREEMENT to any partner
or affiliate of any partner  without the prior consent of Manager.  No party may
otherwise assign any rights or delegate any duties under this AGREEMENT  without
the prior  written  consent of the other  party  hereto,  which  consent  may be
withheld in that party's sole discretion.

(i) Binding  Effect.  This AGREEMENT  shall be binding upon the parties  hereto,
together with their respective successors, and permitted assigns.


<PAGE>


(j)  Severability.  If any  provision  of this  AGREEMENT is held to be illegal,
invalid or unenforceable  under present or future laws effective during the term
hereof,  such provision  shall be fully  severable and this  AGREEMENT  shall be
construed and enforced as if such illegal,  invalid or  unenforceable  provision
never comprised a part of this AGREEMENT;  and the remaining  provisions of this
AGREEMENT shall remain in full force and effect and shall not be affected by the
illegal,  invalid  or  unenforceable  provision  or by its  severance  herefrom.
Furthermore,  in lieu of such illegal, invalid or unenforceable provision, there
shall be added  automatically as part of this AGREEMENT,  a provision as similar
in its terms to such  illegal,  invalid  or  unenforceable  provision  as may be
possible and be legal, valid and enforceable.

(k) Language.  Whenever the context  requires,  references in this AGREEMENT to
the singular  number shall  include the plural,  the plural number shall include
the singular,  and words denoting gender shall include the masculine,  feminine,
and neuter.  Section headings in this AGREEMENT are for convenience of reference
only and shall not be considered in construing or interpreting this AGREEMENT.

(l) Further  Actions.  Each party to this  AGREEMENT  shall  perform any and all
further acts and execute and deliver any and all documents and instruments  that
may be reasonably necessary to carry out the provisions of this AGREEMENT.

(m) Third Party  Beneficiary.  Manager and Center hereby  acknowledge  and agree
that the Center's owner is deemed a third party  beneficiary of this  AGREEMENT,
and that  Manager's  agreement to perform  duties  hereunder run directly to the
benefit of Center's owner.

IN WITNESS  WHEREOF,  the parties have caused this  AGREEMENT to be executed and
effective this _________ day of ____________________ , 2000.



   FOR THE MANAGER:                             FOR THE CENTER:

   By:                                          By:
      -----------------------------------           ---------------------------
      Bill Ward, VP Business Development            GEORGE C. BARKER, President

   PhyMed Contracted Services, INC.             PHYMED DIAGNOSTIC IMAGING-WHITE
   9603 White Rock Trail                        ROCK, INC., the General Partner
   Suite 100                                    9603 White Rock Trail, Suite 100
   Dallas, Texas 75238                          Dallas, Texas 75238