LEASE SCHEDULE

LEASE SCHEDULE NUMBER 1      TO MASTER LEASE AGREEMENT NUMBER  11150
                                                               -----


This Lease  Schedule  incorporates  the terms and conditions of a certain Master
Lease Agreement, dated as of the 11th day of February, 2000 (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-WHITE ROCK , INC., 9603 White Rock Trail,  Dallas, TX 75238 (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: $13,365.00 per month, plus any and all applicable taxes.

     Advance  Payments  receivable  by  Lessor  as  of  the  Commencement  Date:
     $26,730.00.  $13,365.00  of which will be applied to the first month's rent
     payable under this Lease Schedule, and the remaining $13,365.00 of which is
     credited and transferred as the Deposit under the Master Lease.

3.   Deposit.  LESSEE delivered to LESSOR on the Commencement  Date of the Lease
     the sum of  Twenty-Six  Thousand  Seven Hundred  Thirty and No/100  Dollars
     ($26,760.00) 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. Thirteen Thousand Three Hundred Sixty Five
     and No/100 Dollars ($13,365.00) of the Deposit is applied by LESSOR towards
     the  payment  of the first full  month of rent due under  this  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, Texas
          75230;

<PAGE>


     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

     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:  February 11 , 2000, 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 , 2000, at Rosemont, Illinois.

PRIME LEASING, INC.                       PHYMED DIAGNOSTIC IMAGING
                                          CENTER -WHITE ROCK, INC.
(Lessor)                                  (Lessee)

By:__________________________________     By:_______________________________

Name (Printed):______________________     Name (Printed):___________________

Title:_______________________________     Title:____________________________

                                          Date: ______________________, 2000



PHYMED, INC.,
(Parent)



By:__________________________________

Name (Printed):______________________

Title:_______________________________

Date: February ___, 2000




<PAGE>


                               EQUIPMENT SCHEDULE

                                       TO

                             LEASE SCHEDULE NUMBER 1

                                       TO

                       MASTER LEASE AGREEMENT NUMBER 11150
                                                     -----

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

One(1)            Picker Ultra Z High Performance CT System
                  Including all additions, accessories and
















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