STOCK PURCHASE AGREEMENT

   AGREEMENT, dated as of August 23, 2000, among HEALTHCARE INTEGRATED SERVICES,
INC.  (the  "Company"),   and  HUNTINGTON  STREET  COMPANY   ("Huntington")  and
VENTURETEK L.P. ("Venture" and together with Huntington, the "Purchasers").

         For and in  consideration  of the mutual promises and covenants  herein
contained, the parties hereto agree as follows:

         1. Purchase and Sale.  Subject to and in accordance  with the terms and
conditions of this Agreement, the Company shall sell to the Purchasers,  and the
Purchasers shall purchase from the Company, 226,004 shares (the "Common Shares")
of common stock,  par value $.01 per share,  of the Company (the "Common Stock")
for an aggregate purchase price of $500,000 (the "Purchase Price").

         The number of Common Shares to be issued to and acquired by each of the
Purchasers and the consideration for such shares to be paid by the Purchasers is
set forth opposite the name of the Purchasers on Schedule 1 hereto.

         2.  Closing.  The closing of the purchase and sale of the Common Shares
under  this  Agreement  shall be held at the office of  Swidler  Berlin  Shereff
Friedman,  LLP, The Chrysler  Building,  405 Lexington  Avenue,  12th Floor, New
York,  New York  10174,  as soon as  practicable  (but in any event  within  two
business  days) after the  conditions in Section 6 hereof have been satisfied or
waived,  or at such other  location or on such other date as the  Purchasers and
the Company  shall agree (the  "Closing").  At the  Closing,  the Company  shall
deliver to each Purchaser the certificate  representing  the Common Shares to be
issued  to and  acquired  by such  Purchaser,  free and  clear of all  liens and
encumbrances  (except (i) under the provisions of applicable federal and foreign
and state  securities law and (ii) as a result of acts of the  Purchasers),  and
the Purchasers  shall deliver to the Company the Purchase  Price,  in accordance
with the wire transfer instructions attached hereto as Schedule 2.

         3.       Transfer Restrictions.

                  a. Restricted  Shares.  Each Purchaser  understands and agrees
that the Common Shares have not been (nor will the Reset  Shares,  as defined in
Section 10 below,  be)  registered  under the Securities Act of 1933, as amended
(the  "Securities  Act"),  or any  foreign  or state  securities  laws and that,
accordingly,  they will not be  transferable  except as permitted  under various
exemptions contained in the Securities Act, foreign or state securities laws, or
upon  satisfaction of the registration and prospectus  delivery  requirements of
the Securities Act. Each Purchaser acknowledges and agrees that it must bear the
economic  risk  of the  Common  Shares  and the  Reset  Shares,  if any,  for an
indefinite  period  of time  since  they  have not  been  registered  under  the
Securities Act and therefore cannot be transferred  unless they are subsequently
registered or an exemption from registration is available.



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     b. Legend.  Each  Purchaser  agrees with the Company that the  certificates
        evidencing  the Common  Shares and the Reset  Shares,  if any,  shall be
stamped or otherwise  imprinted  with a legend in  substantially  the  following
form:

                 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
                    LAW. THESE SECURITIES MAY NOT BE PLEDGED,
                    HYPOTHECATED, SOLD OR TRANSFERRED IN THE
                  ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION
                 THEREFROM UNDER THE SECURITIES ACT OF 1933, AS
                   AMENDED, OR ANY APPLICABLE STATE SECURITIES
                                      LAW."

                  c. Removal of Legend.  The legend endorsed on the certificates
pursuant to Section 3(b) hereof  shall be removed and the Company  shall issue a
certificate  without  such  legend  to the  holder  thereof  at such time as the
securities evidenced thereby cease to be restricted securities upon the earliest
to  occur  of (i) a  registration  statement  with  respect  to the sale of such
securities  shall  have  become  effective  under  the  Securities  Act and such
securities  shall have been  disposed of in  accordance  with such  registration
statement,  (ii) the securities  shall have been sold to the public  pursuant to
Rule 144 (or any successor  provision)  under the Securities  Act, or (iii) such
securities may be sold by the holder without  restriction or registration  under
Rule 144(k) under the Securities Act (or any successor provision).

     d. Stop Transfer  Notations.  The Company and any transfer  agent acting on
its  behalf  may  maintain  on the  Company's  register  for  the  Common  Stock
appropriate "stop transfer"  notations with respect to the Common Shares and the
Reset Shares, if any.

     4.  Representations  and Warranties of the Company.  The Company represents
and warrants to the Purchasers that:

                  a. Organization of the Company and its  Subsidiaries.  Each of
the  Company and its  Subsidiaries  (as  defined  below) (i) is duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite  corporate,  partnership or limited liability
company power and authority to carry on its business as now being  conducted and
(ii) is duly  qualified  or licensed to do business  and is in good  standing in
each  jurisdiction in which the property owned,  leased or operated by it or the
nature of the  business  conducted by it makes such  qualification  or licensing
necessary,  except  where the  failure to be so  qualified,  licensed or in good
standing  would  not  have  a  material  adverse  effect  on (1)  the  business,
properties,  condition (financial or otherwise), or results of operations of the
Company  and its  Subsidiaries,  taken as a  whole,  or (2) the  ability  of the
Company to consummate the transactions  contemplated hereby (a "Material Adverse
Effect").  As used in this Agreement,  the word "Subsidiary" means, with respect
to any party, any corporation or other organization,


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whether  incorporated  or  unincorporated,  of which (x) such party or any other
Subsidiary  of such  party  is a  general  partner  or (y) at  least  50% of the
securities or other  interests  having by their terms  ordinary  voting power to
elect a  majority  of the  Board  of  Directors  or  others  performing  similar
functions with respect to such corporation or other  organization is directly or
indirectly  owned  or  controlled  by  such  party  or by any one or more of its
Subsidiaries, or by such party and one or more of its Subsidiaries.

                  b.       Valid Offering of Shares.

         i.       Upon issuance of the Common Shares pursuant to this Agreement,
the  Common   Shares   will  be  duly  and  validly   issued,   fully  paid  and
non-assessable,  and the Purchasers  will receive good title  thereto,  free and
clear  of  all  pledges,  claims,  liens,  charges,  encumbrances  and  security
interests  of any kind or nature  whatsoever  and free of any other  restriction
(including any restriction on the right to use, vote, sell or otherwise  dispose
of such capital stock or other  ownership  interests)  (collectively,  "Liens"),
except (1) under the  provisions  of  applicable  federal  and foreign and state
securities law and (2) as a result of acts of the  Purchasers.  Upon issuance of
the Reset Shares  pursuant to this  Agreement,  if any, the Reset Shares will be
duly and validly issued, fully paid and non-assessable,  and the Purchasers will
receive good title  thereto,  free and clear of all Liens,  except (1) under the
provisions of applicable federal and foreign and state securities law and (2) as
a result of acts of the Purchasers.

          ii. Neither the Company nor its Subsidiaries has taken any action that
would result in the offering and sale of the Common  Shares and the Reset Shares
pursuant to this  Agreement  being treated as a public  offering and not a valid
private offering under the law.

            c.       Authority; No Conflict; Required Filings and Consents.
                     -----------------------------------------------------

         i.       The Company has all requisite corporate power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated hereby have been duly authorized by all necessary and
appropriate corporate action on the part of the Company. This Agreement has been
duly executed and delivered by the Company and constitutes the legal,  valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be limited by or subject to
any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and subject to general principles
of equity.

     ii.   Except as set forth on Schedule 4, the execution and delivery of this
                                                           ----------
Agreement  by the  Company  do not,  and the  consummation  of the  transactions
contemplated  hereby will not, (1) conflict  with, or result in any violation or
breach of, any provision of the Certificate of  Incorporation  or By-laws of the
Company,  (2)  result in any  violation  or breach  of, or  constitute  (with or
without  notice or lapse of time, or both) a default (or give rise to a right of
termination,  cancellation  or  acceleration  of any  obligation  or loss of any
material benefit) under, or require a consent or waiver under, any of the terms,
conditions or provisions of any note, bond,


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mortgage,   indenture,  lease,  contract  or  other  agreement,   instrument  or
obligation  to which the  Company  or any of its  Subsidiaries  is a party or by
which  any of them or any of their  properties  or assets  may be bound,  or (3)
conflict with or violate any permit, concession,  franchise,  license, judgment,
order, decree,  statute,  law, ordinance,  rule or regulation  applicable to the
Company or any of its  Subsidiaries or any of its or their properties or assets,
except in the case of  clauses  (2) and (3) for any such  violations,  breaches,
defaults, terminations, cancellations, accelerations or conflicts which are not,
individually or in the aggregate,  reasonably  likely to have a Material Adverse
Effect.

      iii.     No consent, approval, order or authorization of, or registration,
declaration  or filing with,  any court,  administrative  agency,  commission or
other  governmental  authority  or  instrumentality  ("Governmental  Entity") is
required  by or  with  respect  to the  Company  or any of its  Subsidiaries  in
connection with the execution and delivery of this Agreement or the consummation
of the transactions  contemplated hereby, except applications to list the Common
Shares and the Reset Shares, if any, on The American Stock Exchange ("AMEX")).

                  d.       Public Filings; Financial Statements.

               i.       Since November 12, 1991, the Company has filed with the
Securities and Exchange  Commission (the "SEC") all reports,  schedules,  forms,
registration  statements  and other  documents  required  to be filed by it as a
registrant under the Securities Act and the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act").  Except for matters  otherwise  corrected by the
subsequent filing with the SEC of an appropriate  amendment prior to the date of
this Agreement, such reports, forms, and documents filed by the Company with the
SEC  prior to the date of this  Agreement  and  since  November  12,  1991  (the
"Company SEC  Reports")  (including  any  financial  statements  filed as a part
thereof or  incorporated  by  reference  therein) did not, at the time they were
filed  (or if  amended  or  superseded  by a  filing  prior  to the date of this
Agreement,  then on the date of such filing),  contain any untrue statement of a
material  fact or omit to state a material  fact  required  to be stated in such
Company SEC Reports or necessary in order to make the statements in such Company
SEC Reports,  in the light of the circumstances  under which they were made, not
misleading.

      ii.      Each of the consolidated financial statements (including, in each
case, any related notes) of the Company contained in the Company SEC Reports was
prepared in accordance with the books of account and other financial  records of
the Company and in accordance  with  generally  accepted  accounting  principles
applied on a consistent  basis throughout the periods involved (except as may be
indicated in the notes to such financial statements or, in the case of unaudited
statements,  as  permitted  by Form 10-Q  under the  Exchange  Act),  and fairly
presented  the   consolidated   financial   position  of  the  Company  and  its
Subsidiaries as of the dates, and the consolidated results of its operations and
cash  flows  for the  periods,  indicated,  except  that the  unaudited  interim
financial  statements were subject to normal and recurring year-end  adjustments
which were not material in amount.


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     e.  Brokers.  None of the  Company  or any of its  officers,  directors  or
employees have employed any broker or finder,  or incurred any liability for any
brokerage  fees,  commissions,  finder's  or other  similar  fees or expenses in
connection with the transactions contemplated by this Agreement.

     f. No Material  Adverse  Change.  Since March 31,  2000,  there has been no
material  adverse change in the business,  properties,  condition  (financial or
otherwise), or results of operations of the Company and its Subsidiaries,  taken
as a whole.

                  g. No Default. The Company is not in default or violation (and
no event has  occurred  which,  with notice or the lapse of time or both,  would
constitute a default or  violation)  of any term,  condition or provision of (i)
its Certificate of Incorporation  and By-laws,  (ii) any note,  bond,  mortgage,
indenture, lease, contract or other agreement, instrument or obligation to which
the Company or any of its Subsidiaries is a party or by which any of them or any
of their  properties  or assets  may be bound or (iii) any  permit,  concession,
franchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or
regulation applicable to the Company or any of its Subsidiaries or any of its or
their properties or assets, except in the case of clauses (ii) and (iii) for any
such defaults or violations  which are not,  individually  or in the  aggregate,
reasonably likely to have a Material Adverse Effect.

     h. Litigation. There are no material suits, claims or proceedings which are
pending or, to the knowledge of the Company, threatened against or affecting the
Company,  any  of  its  subsidiaries  or  any of  their  respective  assets  and
properties.

     i. Taxes.  The Company  (i) has filed all federal and all  material  state,
local and foreign returns, declarations, reports, estimates, information returns
and  statements  that were required to be filed by it on or prior to the Closing
(the  "Returns"),  (ii) all such Returns were,  when filed,  and continue to be,
correct and complete in all  material  respects,  and (iii) all taxes,  charges,
fees, levies or other assessments shown by the Returns to be owed by the Company
have been  timely  paid in all  material  respects  (except to the  extent  that
liability  therefor  is  reserved  for  in the  Company's  most  recent  audited
financial statements).

     5.   Representations  and  Warranties  of  the  Purchasers.   Each  of  the
Purchasers,  severally and not jointly,  represents  and warrants to the Company
that:

                  a.  Organization of the Purchaser.  Such Purchaser (i) is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization and has all requisite  corporate or partnership
power and authority to carry on its business as now being  conducted and (ii) is
duly  qualified  or  licensed  to do  business  and is in good  standing in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such licensing necessary, except where the
failure  to be so  qualified,  licensed  or in good  standing  would  not have a
material adverse effect on (1) the business, properties, condition (financial or
otherwise) or results of operation of such Purchaser and its


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Subsidiaries,  taken  as a  whole,  or (2)  the  ability  of the  Purchasers  to
consummate the transactions  contemplated hereby (a "Purchasers Material Adverse
Effect").

             b.       Authority; No Conflict; Required Filings and Consents.
                      -----------------------------------------------------

     i.       Such Purchaser has all requisite power and authority to enter into
this  Agreement and to consummate  the  transactions  contemplated  hereby.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated hereby by such Purchaser have been duly authorized by
all necessary action on the part of such Purchaser. This Agreement has been duly
executed and delivered by such Purchaser and  constitutes  the legal,  valid and
binding  obligation of such  Purchaser,  enforceable  against such  Purchaser in
accordance with its terms,  except as such  enforceability  may be limited by or
subject to any  bankruptcy,  insolvency,  reorganization,  moratorium or similar
laws  affecting the  enforcement of creditors'  rights  generally and subject to
general principles of equity.

         ii.      The execution and delivery of this Agreement by such Purchaser
does not, and the consummation of the transactions contemplated hereby will not,
(1) conflict with, or result in any violation or breach of, any provision of the
Certificate  of  Incorporation  or  By-laws  or other  operative  organizational
documents  of such  Purchaser,  (2)  result in any  violation  or breach  of, or
constitute (with or without notice or lapse of time, or both) a default (or give
rise to a right of  termination,  cancellation or acceleration of any obligation
or loss of any material  benefit)  under,  or require a consent or waiver under,
any of  the  terms,  conditions  or  provisions  of any  note,  bond,  mortgage,
indenture, lease, contract or other agreement, instrument or obligation to which
such  Purchasers or any of its  Subsidiaries is a party, or (3) conflict with or
violate any permit,  concession,  franchise,  license,  judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to such Purchasers or any
of its Subsidiaries or any its or their properties or assets, except in the case
of  clauses  (2)  and  (3)  for  any  such   violations,   breaches,   defaults,
terminations,   cancellations,   accelerations   or  conflicts  which  are  not,
individually  or in the  aggregate,  reasonably  likely  to  have  a  Purchasers
Material Adverse Effect.

      iii.     No consent, approval, order or authorization of, or registration,
declaration  or filing  with,  any  Governmental  Entity is  required by or with
respect to such Purchaser (or any of its  Subsidiaries)  in connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated   hereby,   except   any   such   consents,    approvals,   orders,
authorizations,  registrations, declarations and filings the absence of which is
not,  individually or in the aggregate,  reasonably  likely to have a Purchasers
Material Adverse Effect.

     c. Knowledge and  Experience.  Such Purchaser has sufficient  knowledge and
experience  in financial and business  matters to be capable of  evaluating  the
merits and risks of an unregistered, non-liquid investment such as an investment
in the Company  and has  evaluated  the merits and risks of such an  investment.
Such  Purchaser is not relying on the Company with respect to the corporate tax,
legal and economic considerations involved in this investment. Such


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Purchaser understands that the offer and sale of the Common Shares and the Reset
Shares,  if any, have not been approved or  disapproved  by the SEC or any other
Governmental Entity.

                  d. No other Representations or Warranties.  No representations
or warranties  have been made to such  Purchaser by the Company or any director,
officer,   employee,   agent  or  affiliate  of  the  Company,  other  than  the
representations  of the  Company  set forth  herein,  and the  decision  of such
Purchaser  to  purchase  the  Common  Shares  it is  acquiring  is  based on the
information  contained  in this  Agreement,  the  Company  SEC  Reports and such
Purchaser's own independent investigation of the Company.

                  e.  Ability  to  Withstand  Loss of  Investment.  The  overall
commitment of such Purchaser to investments which are not readily  marketable is
not  disproportionate  to the net worth of such Purchaser,  and such Purchaser's
acquisition  of the Common Shares and the Reset Shares,  if any, it is acquiring
will not cause such  overall  commitment  to become  excessive.  Such  Purchaser
understands   that  a  total  loss  of  capital  is  possible.   Such  Purchaser
acknowledges  that it is capable of bearing a complete loss of its investment in
the Company.

                  f. No Public  Solicitation.  Such Purchaser  acknowledges that
neither the Company nor any person or entity acting on its behalf has offered to
sell any of the Common Shares and the Reset Shares, if any, to such Purchaser by
means of any form of general  solicitation  or  advertising,  including  without
limitation  (1)  any  advertisement,  article,  notice  or  other  communication
published  in any  newspaper,  magazine  or similar  media,  or  broadcast  over
television or radio,  and (2) any seminar or meeting whose  attendees  have been
invited by any general solicitation or general advertising.

     g. Accredited Investor Status.  Such Purchaser is an "accredited  investor"
within the meaning of Rule 501 of Regulation D promulgated  under the Securities
Act.

     h.  Acquiring  for  Investment  Purposes.  Such  Purchaser is acquiring the
Common  Shares (and the Reset  Shares,  if any) solely for its own account,  for
investment  purposes  only,  and  not  with  a  view  towards  their  resale  or
distribution.

     i. No Brokers,  Finders,  etc. Such  Purchaser has not employed any broker,
financial  advisor or finder,  or incurred any liability for any brokerage fees,
commissions,  finder's or other similar fees or expenses in connection  with the
transactions contemplated by this Agreement.

                  j. No  Action  Taken to  Invalidate  Private  Placement.  Such
Purchaser  has not taken any action  that would  result in the  offering  of the
Common Shares and the Reset Shares,  if any,  pursuant to this  Agreement  being
treated as a public offering and not a valid private offering under the law.



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         6.       Conditions to Closing.

                  a.  Conditions   applicable  to  Each  Party.  The  respective
obligations  of each party to this  Agreement  set forth  herein to purchase and
sell the Common  Shares and the Reset  Shares,  if any,  shall be subject to the
satisfaction  (or waiver by each party) of the following  condition on and as of
the Closing (and,  in respect to the purchase and sale of the Reset  Shares,  on
and as of the issue date of the Reset Shares):

                           No litigation,  investigation,  inquiry,  proceeding,
                           statute, rule,  regulation,  order, decree, ruling or
                           injunction   shall   have  been   enacted,   entered,
                           promulgated  or  endorsed  by  or  in  any  court  or
                           governmental  authority of competent  jurisdiction or
                           any  self-regulatory  organization  having  authority
                           over the matters  contemplated  hereby  which has the
                           effect of making  the  transactions  contemplated  by
                           this Agreement  illegal or otherwise  prohibiting the
                           consummation of any of the transactions  contemplated
                           by this Agreement.

                  b.  Conditions to Obligations of the Company.  The obligations
of the  Company  set forth  herein to issue and sell the  Common  Shares and the
Reset Shares,  if any, also shall be subject to the  satisfaction  (or waiver by
the Company) of each of the following  conditions on and as of the Closing (and,
in respect to the purchase and sale of the Reset Shares,  on and as of the issue
date of the Reset Shares):

                           i.       The  representations  and  warranties of the
                                    Purchasers  made herein shall have been true
                                    and correct in all  material  respects as of
                                    the date  when  made  and as of the  Closing
                                    (and, in respect to the purchase and sale of
                                    the Reset  Shares,  as of the issue  date of
                                    the Reset  Shares)  as  though  made at that
                                    time  (except  for any such  representations
                                    and  warranties  that speak as of a specific
                                    date).

                           ii.      The   Purchasers   shall   have   performed,
                                    satisfied   and  complied  in  all  material
                                    respects with the covenants,  agreements and
                                    conditions required thereby to be performed,
                                    satisfied or complied with by the Purchasers
                                    at  or  prior  to  the  Closing,   including
                                    payment  of the  Purchase  Price,  (and,  in
                                    respect  to the  purchase  and  sale  of the
                                    Reset Shares,  at or prior to the issue date
                                    of the Reset Shares).

                  c.   Conditions  to   Obligations  of  the   Purchasers.   The
obligations  of the  Purchasers  set forth herein to purchase the Common  Shares
also shall be subject to the  satisfaction (or waiver by the Purchasers) of each
of the following conditions on and as of the Closing:



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<PAGE>



                           i.       The  representations  and  warranties of the
                                    Company set forth in this Agreement shall be
                                    true and correct in all material respects as
                                    of the date when made and as of the  Closing
                                    as though made at that time  (except for any
                                    such  representations  and  warranties  that
                                    speak as of a specific date).

                           ii.      The Company shall have performed,  satisfied
                                    and complied in all material  respects  with
                                    the  covenants,  agreements  and  conditions
                                    required thereby to be performed,  satisfied
                                    and complied with by them at or prior to the
                                    Closing,  including delivery of the executed
                                    certificates for the Common Shares.

                           iii.     The  Company  shall  have   obtained   those
                                    consents  required for the  consummation  of
                                    the   transactions   contemplated   by  this
                                    Agreement set forth on Schedule 4.

         7.       Indemnification.

                  a.       Agreement to Indemnify.

          i.       The Company agrees to indemnify, defend and hold harmless the
Purchasers (and their respective officers,  directors,  affiliates and permitted
assigns)  from and  against any and all losses,  claims,  liabilities,  damages,
deficiencies,  costs or expenses (including  interest,  penalties and reasonable
attorneys' fees,  disbursements  and related charges)  (collectively,  "Losses")
based  upon,  arising out of or  otherwise  in respect of any  inaccuracy  in or
breach of any  representations  or warranties  made by the Company  contained in
this Agreement or the failure of the Company to perform any of its agreements or
covenants  contained  herein,  except to the extent  such Losses are based upon,
arise out of or are  otherwise in respect of any  inaccuracy in or breach of any
representations or warranties made by the Purchasers contained in this Agreement
or the failure of the Purchasers to perform any of their agreements or covenants
contained herein.

        ii.      Each Purchaser, severally and not jointly, agrees to indemnify,
defend and hold  harmless the Company (and its officers,  directors,  affiliates
and permitted  assigns) from and against any and all Losses based upon,  arising
out of or  otherwise  in  respect  of (1) any  inaccuracy  in or  breach  of any
representations or warranties made by such Purchaser contained in this Agreement
or any  action  taken by the  Company or its  affiliates  in  reliance  upon the
accuracy  of such  representations  or  warranties  or (2) the  failure  of such
Purchaser to perform any of its agreements or covenants contained herein, except
to the extent  such  Losses are based  upon,  arise out of or are  otherwise  in
respect of any inaccuracy in or breach of any representations or warranties made
by the  Company  contained  in this  Agreement  or the failure of the Company to
perform any of its agreements or covenants contained herein. Notwithstanding the
foregoing,  each  Purchaser's  indemnification  obligations  hereunder  shall be
limited to such Purchaser's proportionate share of the Purchase Price.


                                                         9

<PAGE>



                  b.       Indemnification Procedure.

          i.  A party entitled to indemnification pursuant to this Section 7 (an
"Indemnified Party") shall provide written notice to the indemnifying party (the
"Indemnifying Party") of any claim of such Indemnified Party for indemnification
under this Agreement promptly after the date on which such Indemnified Party has
actual  knowledge of the existence of such claim.  Such notice shall specify the
nature of such claim in reasonable  detail and the  Indemnifying  Party shall be
given reasonable access to any documents or properties within the control of the
Indemnified  Party as may be useful or  necessary  in the  investigation  of the
basis for such claim. The failure to so notify the Indemnifying  Party shall not
constitute  a waiver of such claim  except to the extent  that the  Indemnifying
Party is materially prejudiced by such failure.

         ii.      If any Indemnified Party seeks indemnification hereunder based
upon a claim asserted by a third party,  then the Indemnifying  Party shall have
the  right  (without  prejudice  to  the  right  of  any  Indemnified  Party  to
participate at its expense  through  counsel of its own choosing) to defend such
claim at its expense and through  counsel of its own  choosing  (and  reasonably
acceptable to the Indemnified Party) if it gives written notice of its intention
to do so no later than 20 days following notice thereof by an Indemnified Party;
provided,  however,  that,  if, in the  reasonable  opinion  of  counsel  to the
Indemnified  Party,  separate counsel is required because a conflict of interest
would  otherwise  exist,  the  Indemnified  Party shall have the right to select
separate counsel to participate in the defense of such action on its behalf,  at
the expense of the  Indemnifying  Party;  provided  further,  however,  that the
Indemnified  Party  shall  always have the right to select  separate  counsel to
participate in the defense of such action on its behalf, at its own expense.  If
the Indemnifying Party does not so choose to defend any such claim asserted by a
third party for which any Indemnified Party would be entitled to indemnification
hereunder,  then the  Indemnified  Party shall be  entitled to recover  from the
Indemnifying  Party all of the  reasonable  attorney's  fees and other costs and
expenses of litigation  incurred in the defense of such claim.  It is understood
that the  Indemnifying  Party shall not, in  connection  with any  proceeding or
related proceedings in the same jurisdiction, in any case be liable for the fees
and expenses of more than one separate  firm (in addition to any local  counsel)
for all Indemnified  Parties.  Notwithstanding  the assumption of the defense of
any claim by an Indemnifying  Party, the Indemnified  Party shall have the right
to approve the terms of any  settlement of a claim (which  approval shall not be
unreasonably  withheld or delayed) if such settlement (1) does not include as an
unconditional  term  the  giving  by  the  claimant  or  the  plaintiff  to  the
Indemnified  Party a release from all  liability in respect to such claim or (2)
requires  anything  from the  Indemnified  Party other than the payment of money
damages which the Indemnifying Party has agreed to pay in full. The Indemnifying
Party shall not be liable for any settlement of any proceeding  effected without
its prior written consent (not to be unreasonably withheld or delayed).

     8. Termination.  Notwithstanding anything to the contrary set forth in this
Agreement,  this Agreement may be terminated and the  transactions  contemplated
herein abandoned at any time prior to the Closing:



                                                        10

<PAGE>



                  a.       by mutual written consent of the Company and the
                           Purchasers;

                  b.       by the Company or the Purchasers if the Closing shall
                           not have  occurred by  September  1, 2000;  provided,
                           however,  that the right to terminate  this Agreement
                           under this  Section 8 shall not be  available  to any
                           party whose failure to fulfill any  obligation  under
                           this Agreement has been the cause of, or resulted in,
                           the failure of the Closing to occur on or before such
                           date;

                  c.       by  the  Company  or the  Purchasers  if a  court  of
                           competent  jurisdiction  shall have  issued an order,
                           decree or ruling permanently  restraining,  enjoining
                           or    otherwise    prohibiting    the    transactions
                           contemplated  by  this  Agreement,  and  such  order,
                           decree,  ruling or other  action  shall  have  become
                           final and non- appealable;

                  d.       by  the  Company  if  (i)  the   representations   or
                           warranties  made by any  Purchaser  is not  true  and
                           correct,  in all material  respects,  when made or at
                           the Closing (except for any such  representations  or
                           warranties  that speak as of a specific  date,  which
                           must be true and correct in all material  respects as
                           of such specific  date),  or (ii) any Purchaser fails
                           to comply  in any  material  respect  with any of its
                           covenants or agreements contained herein; or

                  e.       by the  Purchasers  if (i)  the  representations  and
                           warranties  made  by the  Company  are not  true  and
                           correct,  in all material  respects,  when made or at
                           the Closing (except for any such  representations  or
                           warranties  that speak as of a specific  date,  which
                           must be true and correct in all material  respects as
                           of such specific  date), or (ii) the Company fails to
                           comply  in  any  material  respect  with  any  of its
                           covenants or agreements contained herein.

The  termination  of this  Agreement  pursuant to clauses (b),  (c), (d) and (e)
above  shall be without  prejudice  to the right of the  non-breaching  party to
pursue any and all remedies  available to it (including the  commencement of any
action or other  proceeding or the assertion of any equitable right) as a result
of such breach.

         9.  Registration.  Within 30 days after the  Closing,  the Company will
file  a  registration   statement  (the  "Registration   Statement")  under  the
Securities  Act to permit  the offer and sale by the  Purchasers  of the  Common
Shares.  The  Company  will  use  its  reasonable  best  efforts  to  cause  the
Registration  Statement to be declared effective by the SEC within 75 days after
the  initial  filing  thereof.  The fees and  expenses  related  to such  filing
(excluding  underwriter  discounts and  commissions and the fees and expenses of
counsel to the Purchasers) will be payable by the Company. The Company may delay
the filing and/or  effectiveness of the Registration  Statement for a period not
to  exceed  90  days if the  Company  is in  possession  of  material  nonpublic
information that the Company would be required  pursuant to applicable law, rule
or regulation to disclose in the Registration Statement and that is not, but for
the registration,


                                                        11

<PAGE>



otherwise  required to be so  disclosed  at the time of such  registration,  the
disclosure of which,  in its good faith  judgment,  is likely to have a material
adverse  effect on the  business,  operations  or prospects of the Company.  The
Company will use its reasonable best efforts to keep the Registration  Statement
continuously  effective  until the Purchasers  have  completed the  distribution
described  therein;  provided  that,   notwithstanding  the  foregoing,  at  the
Company's  election,  the Company may cease to keep the  Registration  Statement
effective  with  respect to any shares  covered  thereby,  and the  registration
rights of a Purchaser shall expire with respect to such shares,  at such time as
such shares may be sold  pursuant to Rule 144(k)  under the  Securities  Act (or
other  exemption from  registration  mutually  acceptable to the Company and the
Purchasers).  In connection with the filing of the Registration  Statement,  the
Company will  indemnify and hold harmless,  to the extent  permitted by law, the
Purchasers  and  their  respective  directors,   officers  and  affiliates  (the
"Indemnitees") against any and all losses, claims,  damages,  liabilities and/or
expenses  (collectively,  "Claims") to which such Indemnitees may become subject
under the Securities  Act,  common law or otherwise,  insofar as such Claims (or
actions or  proceedings  in respect  thereof) arise out of or are based upon (i)
any untrue  statement or alleged untrue statement of any material fact contained
in the Registration  Statement,  or incorporated by reference therein, or in any
preliminary,  final or summary prospectus contained therein (except where errors
or  omissions  in  such  preliminary  prospectus  are  corrected  in  the  final
prospectus  and the  Purchasers  fail to deliver such final  prospectus)  or any
amendment or  supplement  thereto,  or (ii) any omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  and the Company  will  reimburse  the
Indemnitees  for any legal  expenses  reasonably  incurred by them in connection
with defending any such Claim; provided,  however, that the Company shall not be
liable to any  Indemnitee in any such case to the extent that any such Claim (or
action or  proceeding  in  respect  thereof)  arises out of or is based upon any
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in the Registration  Statement, or incorporated by reference therein, or in
any amendment or supplement thereto or in any such preliminary, final or summary
prospectus in reliance upon and in material  conformity with written information
with respect to any  Purchaser  furnished to the Company by or on behalf of such
Purchaser for use in the preparation  thereof. The foregoing indemnity agreement
shall not apply to amounts paid in  settlement  of claims if such  settlement is
effectuated  without the consent of the Company (which shall not be unreasonably
withheld).  At its expense,  the Company shall make  available to the Purchasers
such number of copies of the prospectus  constituting a part of the Registration
Statement  as is  reasonably  necessary  to allow the  Purchasers  to resell the
Common Shares.  In connection  with the Company's  registration  obligations set
forth above,  the Company shall use its  reasonable  efforts to cause the shares
covered by the  Registration  Statement  to be listed or admitted for trading or
otherwise  included on each securities  exchange,  if any,  (including,  without
limitation,  The American Stock Exchange) on which similar  securities issued by
the Company are then listed.

         10.      Reset.

     a. The aggregate amount of Common Stock issuable to the Purchasers shall be
redetermined  as  described  herein and, if  appropriate,  additional  shares of
Common Stock (the


                                                        12

<PAGE>



"Reset Shares") or, if Company stockholder approval of the issuance of the Reset
Shares  has not been  obtained  by the 150th day  after the  Closing,  cash or a
Company  promissory note (as more fully described below) (the "Reset Amount" and
together  with the Reset  Shares,  the  "Reset  Securities")  will be issued (as
applicable)  and delivered to the  Purchasers as provided  herein.  The Purchase
Price  shall be deemed the  purchase  price of all the  securities  to be issued
pursuant to this Agreement including the Reset Securities.

                  b. On the earlier of (i) the 120th day  following  the Closing
and (ii) the effective  date of the  Registration  Statement (the "Reset Date"),
the Company shall  determine the average  closing bid price for the Common Stock
as reported by AMEX for the 20 consecutive trading days preceding the Reset Date
(the  "Reset  Price").  If the  Reset  Price  is less  than  $2.88  (subject  to
appropriate adjustment for stock splits, stock dividends and similar events) for
the Reset  Date,  then,  subject to  subsection  (d) below,  the  Company  shall
promptly  issue to the  Purchasers  hereunder,  without  payment  of  additional
consideration  therefor,  that  number of  additional  shares  of  Common  Stock
calculated as follows:

                                    A  =  (B minus C) divided by D

                  A=       The aggregate number of Reset Shares issuable to the
                           Purchasers

                  B=       X multiplied by Y multiplied by Z, where

                           X       = The  aggregate  number  of  Common
                                   Shares issuable  hereunder then held
                                   by the  Purchasers  and not  sold or
                                   otherwise transferred (excluding the
                                   Reset Shares)

                           Y =     $500,000 divided by the aggregate number of
                                   Common Shares issuable hereunder (excluding
                                   the Reset Shares)

                           Z =     130%

                  C=       The product  obtained by  multiplying  the  aggregate
                           number of Common Shares issuable  hereunder then held
                           by  the   Purchasers   and  not  sold  or   otherwise
                           transferred (excluding the Reset Shares) by the Reset
                           Price

                  D=       The Reset Price

         By way of  example,  if the Reset Price for the Reset Date is $2.50 and
the  Purchasers  have  purchased an aggregate of 226,004  Common  Shares for the
Purchase  Price of  $500,000  and still  own all of such  shares as of the Reset
Date,  then the  Company  shall  issue to the  Purchasers  33,720  Reset  Shares
following the Reset Date.



                                                        13

<PAGE>



                  c. The Reset Shares, if any, issued hereunder shall be subject
to the restrictions,  limitations and conditions  imposed upon the Common Shares
issued upon the initial subscription under this Agreement.  The Reset Securities
shall be allocated  among the  Purchasers  in proportion to the number of Common
Shares acquired by them hereunder.

                  d. If Company  stockholder  approval  of the  issuance  of the
Reset  Shares is not  obtained  on or prior to the 150th day after the  Closing,
then instead of issuing the  Purchasers the Reset Shares to which they otherwise
would be  entitled  to receive in  accordance  with  subsection  (b) above,  the
Company  shall  deliver to the  Purchasers  a cash amount (the "Reset  Payment")
equal to the then fair market value of the Reset Shares (which shall be equal to
the average  closing bid price for the Common  Stock as reported by AMEX for the
20  consecutive  trading  days  preceding  the Reset  Date).  If the  Company is
financially unable to deliver all of the Reset Payment in cash within three days
of the Reset Date,  then that portion of the Reset  Payment which the Company is
unable to pay shall be payable by delivery by the Company of a  promissory  note
in such amount bearing interest at the rate of 9% per annum,  with principal and
interest payable in full on the first anniversary of the date of delivery.

                  e. Within 30 days after  stockholder  approval of the issuance
of the Reset Shares, if any, the Company will file a registration statement (the
"Reset Registration Statement") under the Securities Act to permit the offer and
sale by the Purchasers of the Reset Shares.  The Company will use its reasonable
best efforts to cause the Reset Registration  Statement to be declared effective
by the SEC  within  75 days  after  the  initial  filing  thereof.  The fees and
expenses related to such filing (excluding underwriter discounts and commissions
and the fees and expenses of counsel to the  Purchasers)  will be payable by the
Company.  The Company  may delay the filing  and/or  effectiveness  of the Reset
Registration  Statement  for a period not to exceed 90 days if the Company is in
possession of material nonpublic  information that the Company would be required
pursuant  to  applicable  law,  rule or  regulation  to  disclose  in the  Reset
Registration  Statement  and that is not,  but for the  registration,  otherwise
required to be so disclosed at the time of such registration,  the disclosure of
which, in its good faith judgment,  is likely to have a material  adverse effect
on the business,  operations  or prospects of the Company.  The Company will use
its  reasonable   best  efforts  to  keep  the  Reset   Registration   Statement
continuously  effective  until the Purchasers  have  completed the  distribution
described  therein;  provided  that,   notwithstanding  the  foregoing,  at  the
Company's  election,  the  Company  may  cease  to keep the  Reset  Registration
Statement  effective  with  respect  to any  shares  covered  thereby,  and  the
registration  rights of a Purchaser shall expire with respect to such shares, at
such  time as such  shares  may be  sold  pursuant  to  Rule  144(k)  under  the
Securities Act (or other exemption from registration  mutually acceptable to the
Company  and the  Purchasers).  In  connection  with  the  filing  of the  Reset
Registration  Statement,  the Company will indemnify and hold  harmless,  to the
extent permitted by law, the Purchasers and their respective directors, officers
and affiliates (the "Indemnitees") against any and all losses, claims,  damages,
liabilities and/or expenses  (collectively,  "Claims") to which such Indemnitees
may become subject under the Securities Act, common law or otherwise, insofar as
such Claims (or actions or proceedings  in respect  thereof) arise out of or are
based upon (i) any untrue  statement or alleged untrue statement of any material
fact contained in the


                                                        14

<PAGE>



Reset Registration  Statement,  or incorporated by reference therein,  or in any
preliminary,  final or summary prospectus contained therein (except where errors
or  omissions  in  such  preliminary  prospectus  are  corrected  in  the  final
prospectus  and the  Purchasers  fail to deliver such final  prospectus)  or any
amendment or  supplement  thereto,  or (ii) any omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  and the Company  will  reimburse  the
Indemnitees  for any legal  expenses  reasonably  incurred by them in connection
with defending any such Claim; provided,  however, that the Company shall not be
liable to any  Indemnitee in any such case to the extent that any such Claim (or
action or  proceeding  in  respect  thereof)  arises out of or is based upon any
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made in the Reset Registration  Statement, or incorporated by reference therein,
or in any amendment or supplement  thereto or in any such preliminary,  final or
summary  prospectus  in reliance  upon and in material  conformity  with written
information  with  respect to any  Purchaser  furnished  to the Company by or on
behalf of such  Purchaser  for use in the  preparation  thereof.  The  foregoing
indemnity  agreement  shall not apply to amounts paid in settlement of claims if
such  settlement is effectuated  without the consent of the Company (which shall
not be unreasonably  withheld). At its expense, the Company shall make available
to the Purchasers such number of copies of the prospectus constituting a part of
the  Reset  Registration  Statement  as is  reasonably  necessary  to allow  the
Purchasers to resell the Reset Shares,  if any. In connection with the Company's
registration  obligations set forth above,  the Company shall use its reasonable
efforts to cause the shares  covered by the Reset  Registration  Statement to be
listed  or  admitted  for  trading  or  otherwise  included  on each  securities
exchange, if any, (including,  without limitation,  The American Stock Exchange)
on which similar securities issued by the Company are then listed.

         11. Stockholders'  Meeting. As soon as reasonably practicable after the
Closing,  the  Company  will  take  all  action  necessary  in  accordance  with
applicable  law  and its  charter  and  by-laws  to  convene  a  meeting  of its
stockholders  for the purpose of  approving  and  ratifying  the issuance of the
Reset Shares (the  "Meeting").  The Company will use its reasonably best efforts
to cause  its Board of  Directors  (subject  to its  fiduciary  obligations)  to
recommend  to the  Company's  stockholders  approval  and  ratification  of such
issuance and will use all commercially  reasonable efforts to obtain stockholder
approval and  ratification  of such issuance.  In connection with the foregoing,
each  Purchaser  will  supply  to the  Company  (and be  responsible  for)  such
information related to such Purchaser as is required to be included in the proxy
statement  for the Meeting.  The proxy  statement  for the Meeting will be filed
with the SEC as soon as practicable  after the Closing,  but in any event within
90 days thereafter.  If at any time prior to the Meeting, any event with respect
to a Purchaser or with respect to other information  supplied by such Purchasers
for  inclusion  in such proxy  statement  shall  occur  which is  required to be
described in an amendment  of, or a supplement  to, such proxy  statement,  such
Purchaser will provide written notice thereof to the Company and such event will
be so described,  and such  amendment or supplement  will be promptly filed with
the SEC and,  as required  by  applicable  law,  disseminated  to the  Company's
stockholders.   Each  Purchaser   further   represents  and  warrants  that  all
information  provided by such  Purchaser for  inclusion in such proxy  statement
will be true, complete and correct and shall not contain any untrue statement of
material fact or omit to state a material fact required to be


                                                        15

<PAGE>



stated therein or necessary in order to make the statements therein not false or
misleading in light of the circumstances under which they were made.

     12. Use of  Proceeds.  The Company  shall use the Purchase  Price  received
hereunder for the purposes set forth on Schedule 12 hereto.


         13.      General.

                  a. Each Purchaser acknowledges and agrees that any information
or data it has  acquired  from or about the  Company and its  Subsidiaries,  not
otherwise  properly  in the public  domain,  was  received in  confidence.  Each
Purchaser  agrees not to  divulge,  communicate  or  disclose,  except as may be
required  by  law  or for  the  performance  of  this  Agreement,  or use to the
detriment of the Company or for the benefit of any other person or misuse in any
way, any confidential information of the Company and its Subsidiaries, including
any  scientific,  technical,  trade or  business  secrets of the Company and its
Subsidiaries and any scientific, technical, trade or business materials that are
treated by the Company and its  Subsidiaries  as  confidential  or  proprietary,
including, but not limited to, ideas, discoveries,  inventions, developments and
improvements  belonging  to the Company and its  Subsidiaries  and  confidential
information  obtained by or given to the Company and its  Subsidiaries  about or
belonging to third parties.

                  b.  The  parties   hereto   agree  to  execute   such  further
instruments  and to take such further  action as may  reasonably be necessary to
consummate the transactions  contemplated by this Agreement. Each party will use
reasonable best efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things  necessary,  proper or advisable  under  applicable
laws  and  regulations  to  consummate  the  transactions  contemplated  by this
Agreement  as promptly  as  practicable  after the date  hereof,  including  (i)
preparing and filing as promptly as practicable all  documentation to effect all
necessary applications,  notices, petitions,  filings and other documents and to
obtain as promptly as  practicable  all  consents,  waivers,  licenses,  orders,
registrations,  approvals,  permits and authorizations necessary or advisable to
be obtained  from any third  party  and/or any  Governmental  Entity in order to
consummate the  transactions  contemplated by this Agreement and (ii) taking all
reasonable  steps as may be  necessary  to obtain  all such  material  consents,
waivers, licenses, registrations,  permits, authorizations,  tax rulings, orders
and approvals.  Nothing in this Agreement shall require any party (or any of its
Subsidiaries  or affiliates) to sell,  hold separate or otherwise  dispose of or
conduct their business in a specified manner, or agree to sell, hold separate or
otherwise dispose of or conduct their business in a specified manner, whether as
a condition to  obtaining  any approval  from a  Governmental  Entity or for any
other reason.

                  c. All notices and other communications  hereunder shall be in
writing and shall be deemed to have been given if delivered  personally  or sent
by facsimile  transmission,  overnight  courier,  or  certified,  registered  or
express  mail,  postage  prepaid.  Any such notice shall be deemed given when so
delivered personally or sent by facsimile transmission (provided that a


                                                        16

<PAGE>



confirmation copy is sent by overnight  courier),  one day after deposit with an
overnight  courier,  or if  mailed,  three days after the date of deposit in the
United States mails, as follows:

                  If to the Company to:

                           HealthCare Integrated Services, Inc.
                           Shrewsbury Executive Center II
                           1040 Broad Street
                           Shrewsbury, New Jersey 07702
                           Fax: (732) 544-4070
                           Attn: Elliott H. Vernon

                  with a copy to:

                           Swidler Berlin Shereff Friedman, LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, New York 10174
                           Fax:  (212) 891-9598
                           Attn: Scott Zimmerman, Esq.

                  If to any  Purchaser,  to the  address  set  forth  below  its
respective signature.

                  d. This  Agreement and exhibits and schedules  hereto  contain
the entire  agreement  between  the parties  hereto with  respect to the matters
contemplated herein and supersedes all prior agreements or understandings  among
the parties related to such matters.

     e. This  Agreement  shall be binding  upon and inure to the  benefit of the
parties hereto and their respective successors and permitted assigns.

                  f.  This  Agreement  may  be  amended,  modified,  superseded,
canceled,  renewed or extended, and the terms or covenants hereof may be waived,
only by a written  instrument  executed by all of the parties  hereto or, in the
case  of a  waiver,  by  the  party  waiving  compliance.  Except  as  otherwise
specifically  provided in this  Agreement,  no waiver by any party hereto of any
breach by any other party hereto of any condition or provision of this Agreement
to be  performed  by such other  party  shall be deemed a waiver of a similar or
dissimilar  provision  or  condition  at the same or at any prior or  subsequent
time.

                  g.  This   Agreement   shall  be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York,  without  giving effect to the principles of conflicts of
laws  thereof.  Each party  hereto (i) hereby  irrevocably  and  unconditionally
submits to the exclusive  jurisdiction  of any court of the State of New York or
any  federal  court  sitting  in the  City of New  York,  State  of New York for
purposes of any suit, action


                                                        17

<PAGE>



or other  proceeding  arising out of this Agreement or the subject matter hereof
brought by any party hereto, (ii) hereby waives and agrees not to assert, by way
of motion, as a defense,  or otherwise,  in any such suit, action or proceeding,
any  claim  that  it is  not  subject  personally  to  the  jurisdiction  of the
above-named  courts,  that its property is exempt or immune from  attachment  or
execution,  that the suit,  action or proceeding  is brought in an  inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject  matter hereof may not be enforced in or by such court,
and (iii) hereby waives in any such action,  suit, or proceeding  any offsets or
counterclaims.  Each  party  hereto  hereby  consents  to  service of process by
certified  mail at the address set forth in Section 13(c) hereof and agrees that
its submission to jurisdiction  and its consent to service of process by mail is
made for the express benefit of the other party hereto.  Final judgment  against
any party,  in any action,  suit or proceeding  shall be conclusive,  and may be
enforced  in  other  jurisdictions  (1) by suit,  action  or  proceeding  on the
conclusive  evidence  of the  fact  and of the  amount  of any  indebtedness  or
liability of the party therein  described or (2) in any other manner provided by
or pursuant to the laws of such other jurisdiction.

     h.  Headings to the  Sections in this  Agreement  are  intended  solely for
convenience  and no provision of this  Agreement is to be construed by reference
to the heading, of any Section.

                  i. This Agreement may be executed in one or more counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same agreement.  Delivery of a telecopied  version of one
or more  signatures  to this  Agreement  shall be deemed  adequate  delivery for
purposes of this Agreement.

                  j. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting the validity or  enforceability  of any of the terms and provisions of
this Agreement in any other jurisdiction.

     k. This Agreement is not  transferable  or assignable by the Company or the
Purchasers.

                                                        18

<PAGE>



                  IN  WITNESS  WHEREOF,  the  Company  and the  Purchasers  have
executed this Agreement this 23rd day of August, 2000.

                                HEALTHCARE INTEGRATED SERVICES, INC.

                                By:/s/ Elliott H. Vernon
                                       Name: Elliott H. Vernon
                                       Title: Chairman/CEO

                                            HUNTINGTON STREET COMPANY

                                            By: /s/ Lindsay A. Rosenwald, M.D.


                                            Address: Paramount Capital Inc.
                                                     787 7th Avenue
                                                     New York, NY 10019


                                 VENTURETEK L.P.

                                            By: David Selengut
                                            Title: General Partner

                                            Address:  370 Lexington Avenue
                                                      19th Floor
                                                      New York, NY 10017

                                              19

<PAGE>



                                              EXHIBITS AND SCHEDULES

         SCHEDULE 1     -      Allocation of Common Shares among the Purchasers
         SCHEDULE 2     -      Wire Transfer Instructions
         SCHEDULE 4     -      Company Consents
         SCHEDULE 12    -      Use of Proceeds



<PAGE>



              SCHEDULE 1  --  Allocation of Common Shares among the Purchasers



                                                  Purchase             Common
Name                                               Price                Stock
HUNTINGTON STREET COMPANY                         $350,000             158,203
VENTURETEK L.P.                                   $150,000             67,801




<PAGE>



                    SCHEDULE 2-Wire Transfer Instructions





<PAGE>



                   SCHEDULE 4-Company Consents

         1.  Consent of DVI Financial Services, Inc.
         2.  Consent of DVI Business Credit Corporation
         3.  Consent of holders of Series D Stock (otherwise breach of charter)
         5.  Listing of Common Shares (and Reset Shares, if any) with AMEX




<PAGE>


                                            SCHEDULE 12-Use of Proceeds

     Fund $500,000 loan to  International  Commerce  Exchange  Systems,  Inc. as
contemplated   by  that  certain  letter  of  intent  between  the  Company  and
MedicalEdge.com, Inc.