LEASE SCHEDULE

LEASE SCHEDULE NUMBER 1                  TO MASTER LEASE AGREEMENT NUMBER  11113
                                                                           -----


This Lease  Schedule  incorporates  the terms and conditions of a certain Master
Lease Agreement,  dated as of the ____ day of , 1999 (the "Master Lease") by and
between PRIME LEASING, INC., O'Hare International Center, 10275 W. Higgins Road,
Rosemont,  Illinois 60018 (the  "Lessor"),  and WHITE ROCK JV, LTD.,  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: $16,698.00 per month, plus any and all applicable taxes.

     Advance  Payments  receivable  by  Lessor  as  of  the  Commencement  Date:
     $16,698.00  which will be applied to the first  month's rent payable  under
     this Lease Schedule.

3.   Deposit.  LESSEE  will  deliver  to LESSOR on  February  1, 2000 the sum of
     Sixteen Thousand Six Hundred  Ninety-Eight and No/100 Dollars  ($16,698.00)
     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.  The Deposit 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 9603 White Rock Trail, Dallas County,  Dallas,
          TX 75238;

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


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     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:_______________, 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.


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Accepted on _____________________, 1999, at Rosemont, Illinois.


PRIME LEASING, INC.                        White Rock JV, Ltd.
(Lessor)                                   (Lessee)
                                           By: PHYMED, INC. as General Partner

By:___________________________________     By:__________________________________

Name (Printed):_______________________     Name (Printed):______________________

Title:________________________________     Title:_______________________________

                                           Date: _________________________, 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 11113
                                                     -----

Quantity          Description of Equipment                         Serial Number
--------          ------------------------                         -------------
   1              1996 Siemens Magnatom 1.5 T Vision MRI               7170

                  All Accounts Receivable as generated from
                  the use of the Siemens MRI as listed above

















                   EQUIPMENT LOCATION: 9603 White Rock Trail,
                                Dallas, TX 75238
















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