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                       EXCESS CAPACITY LICENSE AGREEMENT

                                 ________, 19__




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                       EXCESS CAPACITY LICENSE AGREEMENT

                  This Agreement is entered into as of the ___ day of ______,
19__, by and between HEALTHCARE IMAGING SERVICES, INC., a Delaware corporation
having a place of business at ______________ ("Licensor"), and _________ having
his principal place of business at ___________________ ("Licensee").

                                    RECITALS

         WHEREAS, Licensor (and its affiliates) is in the business of retaining
use of certain office space, equipment and employees for the performance of MRI
scans by physicians licensed to perform such scans; and

         WHEREAS, from time to time, Licensor has office space, equipment and
employees which/who are not being furnished to physicians who perform MRI scans
or otherwise utilize the services of Licensor; and

         WHEREAS, Licensee desires to obtain the right to use and to sublicense
to physicians and medical practices the use of certain of Licensor's excess
office space, equipment and clerical personnel.

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

         SECTION 1. Recitals

                  The recitals set forth above are incorporated herein as
though set forth in their entirety herein.



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         SECTION 2. Scope of License

                  Subject to the condition precedent stated in Section 6, it is
Licensor's intent to license to Licensee on a non-exclusive basis its (i)
medical office space located at the Premises (as defined below) (the "Medical
Office Space"); (ii) magnetic resonance imaging equipment located at the
Premises (the "Equipment"); and (iii) administrative and clerical personnel who
work on the Premises (the "Clerical Personnel") (collectively, the "Excess
Capacity") to be used by sublicensees of Licensee, approved by Licensor, to
perform MRI studies as an integral part of their practices and incidentally by
Licensee to assist sublicensees in such usage.

         SECTION 3. Medical Office Space

                  3.1 During the Term (as hereinafter defined), Licensor shall
license the use of its Medical Office Space (the "Excess Space) located at
____________ (the "Premises") to Licensee.

                  3.2 The license for the Excess Space at the Premises
includes:
                            
                      (a) The non-exclusive use of all office furnishings,
fixtures and equipment including other accouterments customary in an MRI office
located in the county in which the Premises are located and which currently
exist at the Premises as of the date of this Agreement;

                      (b) Light, heat, air conditioning, water and telephone
service;

                      (c) Janitorial services; and
  
                      (d) Provision of general office supplies.


                  3.3 Licensor shall maintain the Premises in good order,
condition and repair, and shall, at Licensor's sole expense, use reasonable
efforts to make all necessary repairs in a timely manner to maintain the
Premises in good condition.


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                  3.4 Subject to the terms of this Agreement and Licensee's
performance of all of its covenants and obligations under this Agreement,
during the Term, Licensor grants Licensee the right to utilize the Excess Space
free from any interference, hindrance, or ejection by Licensor or any party
claiming through or under Licensor during the periods of time set forth in this
Agreement.

                  3.5 Licensee shall obtain and maintain at all times any and
all necessary permits and consents to allow Licensee to erect such signs as are
mutually agreed upon by the parties. In addition, Licensee's sublicensees shall
be permitted to place temporary signage on the door to the Premises during
their use of the Premises; provided that such signage has been approved by
Licensor prior to its use.

         SECTION 4. Equipment

                  4.1 During the Term, Licensor shall license the Equipment as
set forth on Schedule A attached hereto and made a part hereof, or such other
substantially equivalent equipment that is located on the Premises (the "Excess
Equipment"), to Licensee.

                  4.2 Licensee shall ensure that any and all use of the Excess
Equipment by Licensee's sublicensees shall be limited to the performance of MRI
scans and services related thereto and shall be in accordance with all
manufacturer's safety and operating instructions.

                  4.3 Licensor shall use its reasonable efforts to cause the
Excess Equipment to be maintained in good working order at all times during the
Term and shall bear all reasonable costs of such maintenance; provided,
however, that Licensee agrees and covenants that the cost of any repairs or
maintenance required by the negligent or improper use by any of its
sublicensees shall be borne by such sublicensee.


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                  4.4 Licensor shall make arrangements to supply Licensee's
sublicensees with gadolinium or other contrast agents, if required, and shall
be compensated at the rate of ____________ ($_____) per MRI scan where Licensor
supplies such agent. The amount owing to Licensor from Licensee's sublicensees
in connection with the supply of such agents shall be paid to Licensor pursuant
to the Turnkey License Agreement, as hereinafter defined.

         SECTION 5. Clerical and Other Personnel

                  5.1 Licensor shall license use of its Clerical Personnel and
such other personnel as it may provide in its discretion upon request of
Licensee (the "Excess Personnel") to Licensee for the primary purpose of
providing MRI technician services, scheduling patients, reception, answering
telephone calls from patients and preparing and maintaining patient medical
records (which shall at all times remain the property of Licensee's
sublicensees) under the supervision of the physicians to whom Licensee shall
sublicense the Excess Capacity. Licensee, or its designee, shall be responsible
for supervision and quality control with respect to such services. Throughout
the Term, the Excess Personnel shall be available on a non-exclusive basis to
Licensee and its sublicensees at the Premises during normal business hours,
Monday through Friday (and on Saturdays and Sundays where prior arrangements
have been made between Licensor and Licensee for periods of time agreed to in
advance by Licensor); provided, however, that Licensee's and its sublicensees'
use of the Excess Personnel does not interfere with the operation of Licensor's
business.

                  5.2 Licensor shall remain the sole employer of the Excess
Personnel, notwithstanding the fact that Licensee and/or its designees may
exercise supervision over such personnel from time to time. Licensor shall
remain solely responsible for the payment of all salaries,


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benefits and taxes for or on behalf of the Excess Personnel with respect to the
services rendered within the scope of this Agreement.

                  5.3 During the Term, the Excess Personnel shall, upon
request, provide the following services to Licensee and its permitted
sublicensees: receptionist services, MRI technician services, bookkeeping,
scheduling, and creating and maintaining patient files under a physician's
supervision.

         SECTION 6. Hours of Usage

                  6.1 Licensor shall make available to Licensee for its
exclusive use hereunder the Premises and Equipment during the hours set forth
on Schedule B. Such hours may be changed from time to time upon the mutual
agreement of the parties.

                  6.2 Notwithstanding the foregoing, in case of an urgent
medical need, Licensee shall allow Licensor's other licensees as well as
Licensor reasonable use of the Premises, Equipment and Clerical Personnel
during the hours set forth on Schedule B (as such schedule may be changed from
time to time upon the mutual agreement of the parties), to conduct MRI scans
for their patients.

                  6.3 Licensor shall make reasonable accommodations to ensure
that in case of an urgent medical need of patients of Licensee's sublicensees,
such sublicensees will have reasonable use of the Premises, Equipment and
Clerical Personnel for hours other than those set forth on Schedule B (as such
schedule may be changed from time to time upon the mutual agreement of the
parties), to conduct MRI scans for their patients.

                  6.4 Nothing contained herein shall in any fashion limit or
diminish Licensor's right to license use of Excess Capacity (other than for
those specific hours set forth on


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Schedule B, as such schedule may be changed from time to time upon the mutual
agreement of the parties) to any other party during the Term. Nothing contained
herein shall in any fashion limit or diminish Licensee's right to obtain use
and/or ownership of any other MRI office, whether or not such MRI office is in
competition with Licensor.

                  6.5 Licensee shall not be entitled to any abatement of any
Fee (as hereinafter defined) to which Licensor is entitled under this Agreement
or any other agreement by and between and/or among Licensor, Licensee and any
of its sublicensees or to any counterclaim, recoupment, reduction or offset
against such amount, on account of any present or future claim of Licensee
against Licensor, the manufacturer or supplier of the Equipment or any other
person or entity.

         SECTION 7. Compensation

                  7.1 As compensation to Licensor for the monthly licensing of
Excess Capacity, Licensor shall be entitled to, and shall be paid, license fees
(the "Fee") at the rate of ______ ($_____) per MRI scan, it being understood
and agreed that such Fees represent the fair market value of the Excess
Capacity to Licensee.

                  7.2 The Fee per MRI scan will be allocated as follows:

                           Medical Office Space - $_____
                           Equipment - $_____
                           Clerical and Management Personnel - $_____

                  7.3 Licensor shall furnish billing and collection services to
(x) the Licensee, if it is legally entitled to bill for and collect payments
with respect to the services rendered by it or its sublicensees utilizing the
Excess Capacity, and (y) if the Licensee is not so entitled to bill


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for and collect such payments, then such services shall be rendered directly to
such sublicensees, in each case the cost of such services to be included in the
Fee payable under Section 7.1, and, in the case of clause (y), pursuant to a
Turnkey License Agreement by and between Licensee and each sublicensee of
Licensee that utilizes Excess Capacity, in substantially the form of Exhibit A
hereto (the "Turnkey License Agreement"). No sublicensee of Licensee shall use
the Excess Capacity unless, and until, (A) such sublicensee has delivered to
Licensor a fully-executed original of the Turnkey License Agreement and (B)
Licensee has delivered to Licensor an originally executed Collateral Assignment
and Agreement with respect thereto, in substantially the form of Exhibit B
hereto (the "Collateral Assignment").

                  7.4 Licensee shall make payment to Licensor of the Fees
within ninety (90) days of presentation by Licensor of a monthly itemized
statement identifying the (i) precise days and times the Premises has been used
by Licensee or its sublicensees and (ii) number of scans performed hereunder.
Licensee also agrees to maintain a complete and accurate record of its usage of
the Premises.

                  7.5 Licensee and its sublicensees shall be responsible for
the timely payment in full of all taxes due from the use of the Excess Capacity
under this Agreement, including, without limitation, all taxes payable to the
New York State Department of Taxation and Finance, Sales Tax Division. Licensee
will hold Licensor harmless from, and shall indemnify Licensor against, any
liability due to the New York State Department of Taxation and Finance, Sales
Tax Division, or such other taxing authority pursuant to the use of the Medical
Office Space, Excess Personnel and/or Excess Equipment to Licensee's
sublicensees pursuant to this Agreement.


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         SECTION 8. Representations, Covenants and Warranties of Licensor

                  8.1 Licensor warrants to Licensee that it has the right to
license use of the Premises, Equipment and Clerical Personnel (and the other
personnel provided hereunder) as set forth in this Agreement.

                  8.2 Licensor warrants that it (i) is a corporation, validly
existing and in good standing under the laws of the State of Delaware, qualified
to do business in New York, (ii) has the power and authority to carry on its
business as now being conducted, and (iii) has the power to execute and perform
this Agreement.

                  8.3 Licensor agrees to furnish the services of a radiology
technician at the Premises to the Licensee and its sublicensees during the
hours set forth on Schedule B, as such schedule may be changed from time to
time upon the mutual agreement of the parties.

         SECTION 9. Representations, Warranties and Covenants of Licensee

                  9.1 Licensee shall require and assure that all of its
sublicensees shall, at all times, maintain with reputable, financially sound
insurers professional liability insurance (including malpractice insurance) for
themselves and each shareholder, employee physician and radiology technician
utilizing the Premises pursuant to such sublicensee's Turnkey License Agreement
in the minimum amount of $1 Million for each occurrence and $3 Million in the
aggregate. Each sublicensee shall, no later than fourteen (14) days prior to
such sublicensee's utilization of the Premises, and from time to time
thereafter, furnish appropriate evidence to Licensor of the existence of such
insurance with an insurance company licensed in the State of New York or FOJP
or an affiliated insurance arm of FOJP. Licensee shall also require and assure
that all of the physicians, radiology technicians and other medical personnel
utilizing the Premises maintain appropriate state


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medical licensure and have not been disqualified from participating in any
federal, state, local or private healthcare insurance programs and are not
otherwise subject to any disciplinary action, or investigation relating
thereto.

                  9.2 Licensee shall require and assure that all of its
sublicensees shall, at all times, maintain with reputable, financially sound
insurers general liability and casualty insurance for themselves (naming
Licensor as an additional insured) with respect to the Excess Capacity. The
amount of the insurance shall be determined in the reasonable judgment of
Licensor. Licensee shall further require and assure that all of its
sublicensees shall, at all times, maintain with reputable, financially sound
insurers comprehensive public liability insurance against claims for bodily
injury, death and/or property damage arising out of the use, ownership,
possession, operation or condition of the Premises, together with such other
insurance as may be required by law or reasonably determined by Licensor. All
said insurance shall include Licensor as an insured party and shall be in form
and amounts and with insurers satisfactory to Licensor, and Licensee shall,
upon Licensor's request, furnish to Licensor certified copies or certificates
of such insurance policies and each renewal thereof. Each sublicensee shall
irrevocably authorize Licensor to make, settle and adjust claims under such
policy or policies of physical damage insurance and to endorse the name of the
sublicensee on any check or other item of payment for the proceeds thereof.

                  9.3 Licensee shall assure that Licensor is furnished with at
least ten (10) days' written notice prior to the cancellation or non-renewal of
any insurance obtained under the terms of this Agreement.

                  9.4 Licensee shall maintain an up-to-date (a) personnel file
with documentation of the following credentials of its sublicensee's medical
and technical personnel,


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including: (i) medical licenses, (ii) medical board certifications, (iii)
malpractice insurance, (iv) DEA certification and (v) no fault/compensation
rating; and (b) list of all managed care organizations, insurance companies,
health maintenance organizations and similar entities (including all contracts
and agreements with any of the foregoing) with which any sublicensee does
business. Licensee shall cause all of the foregoing information to be made
available to Licensor upon its request.

                  9.5 Licensee shall use the Premises, as well as the Excess
Space, Excess Equipment and Excess Personnel, as contemplated by this
Agreement. Licensee further represents, warrants and covenants that:

                      (a) Licensee and its sublicensees shall comply with all
applicable laws and regulations in the provision of health care services; and

                      (b) Licensee acknowledges that each of its sublicensees 
shall assume full responsibility for the professional conduct of its medical
practice at the Premises. 

                  9.6 Licensee covenants that it and its sublicensees will 
comply with all applicable laws and regulations including, without limitation,
laws governing fraud and abuse in the provision of health care services.

                  9.7 If a corporation, Licensee warrants that it (i) is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, (ii) has the power and authority to
carry on its business as now being, and as proposed to be, conducted, and (iii)
has the power to execute and perform this Agreement.

                  9.8 Licensee covenants that neither it nor any of its
sublicensees will grant a lien on or security interest in, or otherwise
encumber, the Equipment or the Premises or alter,


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repair, augment or remove the Equipment from the Premises without the prior
written consent of Licensor.

                  9.9 Licensee covenants that Licensor shall be allowed to
retain a certified public accountant to perform an annual financial audit of
Licensee's and its sublicensee's books and records which reflect their revenues,
as well as compliance with this Agreement. If such audit reveals that the Fees
and other amounts then due to Licensor hereunder are more than three percent
(3%) higher than the sums which have then been paid to Licensor, then Licensee
shall reimburse Licensor for fifty percent (50%) of the costs of such audit.
Further, all sums so calculated by the auditor shall be deemed immediately
owing to Licensor and if such sums remain unpaid within ten (10) days after
performance of the audit, such sums shall accrue interest payable to Licensor
at a rate equal to 1- 1/4% per month or the highest interest rate permitted by
law, whichever is less.

         SECTION 10. Fire or Other Casualty

                  In the event that the Premises shall be damaged by fire or
other casualty and the damage is so extensive as to amount to total destruction
of the Premises, this Agreement shall terminate immediately.

         SECTION 11. Transfer and Assignment

                  (a) Neither Licensee nor Licensor shall assign or otherwise
transfer this Agreement except as set forth in clause (b) below or as otherwise
agreed to in advance by Licensor in its sole and absolute discretion.

                  (b) Licensee shall have the right, subject to Licensor's
prior consent, which may be withheld in Licensor's reasonable discretion, to
sublicense its use of the Excess Capacity to physician(s) or medical
practice(s) which shall perform MRI scans in accordance with the terms


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hereof; provided, however, that prior to any use of the Excess Capacity by such
physicians or medical practices, such persons shall execute and deliver to
Licensee a Turnkey License Agreement and Licensee shall execute and deliver to
Licensor a Collateral Assignment with respect thereto.

                  (c) The rights of Licensee and its sublicensees under this
Agreement are subject to the terms of any equipment or premises lease or any
other finance agreements to which Licensor is a party. Further, all of
Licensee's sublicensees' rights to utilize Excess Capacity at the Medical
Office space is subject and subordinate to all of the terms and conditions of
this Agreement.

         SECTION 12. Further Actions

                  Each party shall promptly and duly execute and deliver to the
other such further documents, instruments and assurances and take such further
actions as such other party may reasonably request in order to carry out the
intent and purposes of this Agreement and to establish and protect the rights
and remedies created or intended to be created in favor of the requesting
party.

         SECTION 13. Indemnifications

                  13.1 Licensee shall indemnify and hold Licensor, its
permitted successors and assigns and any of their respective officers,
directors, employees, representatives and agents harmless from and against any
and all claims, damages, injuries, liabilities, costs and expenses, including,
without limitation, reasonable fees and disbursements of counsel incurred by
the indemnified party in any action or proceeding between the indemnitor and
the indemnified party or between the indemnified party and any third party or
otherwise, arising out of or in any way related to: (a) any material breach or
default of this Agreement by Licensee, (b) Licensee's professional negligence
in the use of the Premises or the Equipment, (c) any defects or dangerous
conditions caused by or which are the responsibility of Licensee of (i) the
Premises or (ii) the Equipment, (d) any


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claim made by or on behalf of a member of the Excess Personnel in respect of
his or her employment caused by or which is the responsibility of Licensee, and
(e) any negligent conduct by an employee, agent, representative of Licensee or
Licensor, if such employee, agent, subcontractor or representative of Licensor
is then under the control or supervision of Licensee. This indemnity shall only
apply to compensatory damages and not consequential damages such as the loss of
future business.

                           Licensee covenants and agrees that each Turnkey 
License Agreement shall provide that such sublicensee shall indemnify and hold
Licensor, its permitted successors and assigns and any of their respective
officers, directors, employees, representatives and agents harmless from and
against any and all claims, damages, injuries, liabilities, costs and expenses,
including, without limitation, reasonable fees and disbursements of counsel
incurred by the indemnified party in any action or proceeding between the
indemnitor and the indemnified party or between the indemnified party and any
third party or otherwise, arising out of or in any way related to: (a) such
sublicensee's professional negligence in the use of the Premises or the
Equipment, (b) any defects or dangerous conditions caused by or which are the
responsibility of such sublicensee of (i) the Premises or (ii) the Equipment,
(c) any claim made by or on behalf of a member of the Excess Personnel in
respect of his or her employment caused by or which is the responsibility of
such sublicensee, and (d) any negligent conduct by an employee, agent,
representative of such sublicensee or Licensor, if such employee, agent,
subcontractor or representative of Licensor is then under the control or
supervision of such sublicensee.

                  13.2 The obligations of this Section 13 shall survive any
termination of this Agreement.


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         SECTION 14. Term; Termination

                  14.1 The term of this license shall begin on the date first
written above (the "Commencement Date") and shall continue for _______ (___)
months (the "Initial Term"). After the Initial Term, this Agreement shall
automatically renew on a month-to-month basis subject to either party's right
to terminate on thirty (30) days prior written notice. The Initial Term of this
Agreement and any renewal term shall be referred to herein as the "Term".

                  14.2 During the Initial Term, this Agreement may be
terminated by either party with or without cause upon sixty (60) days prior
written notice; provided, however, that any termination shall in no fashion
reduce Licensee's obligations to pay accrued Fees hereunder.

                  14.3 At the expiration (including by default) of the Term,
the Premises and the Equipment shall be in the same good order and condition as
of the Commencement Date, reasonable wear and tear excepted, and Licensee shall
remove all of Licensee's personal property from the Premises before, or
immediately after, such termination.

         SECTION 15. Default

                  15.1 Licensee shall be in default if it fails to perform
substantially at the time and in the manner herein specified any term or
covenant hereof, and if such breach continues for ten (10) days after Licensee
receives written notice of such breach.

                  15.2 Licensor shall be in default if it fails to perform
substantially at the time and in the manner herein specified any term or
covenant hereof, and if such breach continues for ten (10) days after Licensor
receives written notice of such breach.


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                  15.3 If either party is in default under any provision of
this Agreement and fails to cure such default within the above-referenced ten
(10) day period, the other party has the right to terminate this Agreement
without prejudice to any other right or remedy provided by law.

                  15.4 Licensor may also immediately terminate this Agreement
during the Term (i) upon final action by the NYS Board of Regents or other body
having jurisdiction resulting in the termination of any of Licensee's
sublicensees as a professional entity, or the suspension of any sublicensee's
charter or (ii) if Licensee or any of its sublicensees shall apply for or
consent to the appointment of a receiver, trustee or liquidator of it or all or
a substantial part of its assets, file a voluntary petition in bankruptcy or
admit in writing its inability to pay its debts as they come due, make a
general assignment for creditors or take advantage of any insolvency law, or if
any order, judgment or decree shall be entered by any court of competent
jurisdiction, on the application of a creditor, adjudicating it as bankrupt or
insolvent or approving a petition seeking its reorganization or appointment of
a receiver, trustee, or liquidator of it or all or a substantial part of its
assets.

         SECTION 16. Line of Credit and; Security Interest

                  16.1 Licensor hereby agrees to provide Licensee a line of
credit (the "Line of Credit") for the use of Licensee solely, in each case with
respect to utilization of the Excess Capacity (i) to pay the radiologists
rendering services on behalf of Licensee or its sublicensees; (ii) to pay
reasonable operating expenses of Licensee, including, without limitation,
accounting, legal, and various professional malpractice insurance premiums;
(iii) to issue patient and third party payor refunds; and (iv) to pay the Fees
payable to Licensor due hereunder. The Line of Credit shall only be available
to the extent that said expenses and fees cannot otherwise be paid from the
general funds of Licensee received for services rendered at the Premises, after
all such available funds have been


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expended for Fees and other amounts due hereunder. Each advance under this Line
of Credit shall be available in the net aggregate principal amount of up to
seventy five percent (75%) of the "Aggregate Net Insurance Proceeds" (as
hereinafter defined) which Licensor reasonably believes Licensee will receive
pursuant to the Turnkey License Agreement(s) within ninety (90) days of the
date of the last advance made under the Line of Credit and shall be reflected
on the promissory note to be executed by Licensee simultaneously with the
execution of this Agreement in the form of Exhibit C attached hereto (the
"Note"). The Line of Credit may be drawn down upon five (5) business days'
notice by Licensee to Licensor. Draw-downs (each a "Loan" and collectively, the
"Borrowings") may be requested at any time but not more often than twice per
month, and no more than $200,000 shall be advanced hereunder in any thirty (30)
day period. The term "Aggregate Net Insurance Proceeds" shall mean that portion
of the total sum that Licensor expects to collect on behalf of the sublicensees
of Licensee pursuant to the several Turnkey License Agreements between Licensor
and such sublicensees that Licensee is entitled to receive from such
sublicensees with respect to services rendered by Licensee to such sublicensees
at the Premises. Unless otherwise agreed to in writing by Licensee and
Licensor, the outstanding principal amount of each Loan shall be repaid to
Licensor in three (3) equal monthly installments, if not available sooner,
beginning the 90th day after the Loan is made, provided that such outstanding
amount shall be prepaid to Licensor to the extent that the revenues of Licensee
and/or its sublicensees in any month exceed the amounts owed by Licensee or its
sublicensees to those medical or technical personnel contracted for or employed
by Licensee or its sublicensees and budgeted expenses (and Fees) of Licensee
payable within such month. Interest shall accrue on the outstanding balance of
each Loan beginning upon the 90th day after the Loan is made. Such interest
shall be calculated at the rate of twelve percent (12%) per


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annum, but in no case in excess of the maximum rate permitted by law. Licensee
may at any time prepay to Licensor the principal amount of any Loan in whole or
in part, without prepayment penalty. If on the 90th day after a Loan is made,
Licensee has insufficient funds available to repay such Loan pursuant to the
terms hereof after Licensee's payment of current operating expenses, then
repayment of the Loan shall be paid in full from other funds. Notwithstanding
anything to the contrary contained herein, repayment of the Borrowings shall be
governed by the terms of the Note.

                  16.2 (a) As collateral security for the prompt and complete
payment and performance when due by Licensee of all of its obligations and
liabilities under this Agreement and all other documents and instruments
executed in connection herewith, including, without limitation, the Note
(collectively, the "Obligations"), and to induce Licensor to enter into this
Agreement and all of such other documents and instruments, including, without
limitation, the Note, Licensee hereby sells, assigns, mortgages, hypothecates,
conveys, transfers and grants to Licensor a first priority continuing security
interest in and to all of Licensee's right, title and interest in, to and under
all accounts receivable, debts and other forms or obligations now owned or
hereafter received or acquired by or belonging or owing to Licensee arising out
of or in connection with or otherwise related to services rendered at the
Premises, including, without limitation, all amounts Licensor may collect on
behalf of the sublicensees of Licensee pursuant to the several Turnkey License
Agreements between Licensor and such sublicensees that Licensee is entitled to
receive from such sublicensees with respect to services rendered at the
Premises (collectively, the "Collateral").

                       (b) Unless an Event of Default (as defined in the Note) 
shall have occurred and be continuing, all cash or other amounts payable in 
respect of the Collateral shall be remitted to Licensee.


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                       (c) Upon the occurrence of an Event of Default or at any 
time during the continuance thereof, Licensor may (i) exercise any and all
rights and remedies granted to a secured party by the Uniform Commercial Code
as in effect in the State of New York on the date hereof or otherwise allowed
at law and, in either case, as otherwise provided by this Agreement, (ii) take
possession of the Collateral or any part thereof with or without notice or
process of law and for that purpose may enter upon Licensee's premises where
any of the Collateral is located and remove the same, and (iii) dispose of the
Collateral as it may choose, so long as every aspect of the disposition
including the method, manner, time, place and terms are commercially
reasonable, and Licensee agrees that, without limitation, the following are
each commercially reasonable: (A) Licensor shall not in any event be required
to give more than fourteen (14) days' prior notice to Licensee of any such
disposition, (B) any place within the New York metropolitan area may be
designated by Licensor for disposition, and (C) Licensor may adjourn any public
or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. To the extent permitted by law, Licensee
hereby expressly waives and covenants not to assert any appraisement,
valuation, stay, extension, or redemption, now or at any time hereafter in
force, which might delay, prevent or otherwise impede the performance or
enforcement of the provisions hereof.

                       (d) Licensee covenants and agrees that it (i) shall 
defend Licensor's right, title and security interest in and to the Collateral
as a first priority continuing security interest against the claims and demands
of all persons whomsoever; and (ii) shall not grant any other lien on or
security interest in or otherwise encumber any of the Collateral.


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                       (e) Licensee hereby appoints Licensor or its designee as
Licensee's attorney-in-fact, at Licensee's own cost and expense, to exercise at
any time after the occurrence of an Event of Default all or any of the powers,
authorities, and discretions conferred on or reserved to Licensor by or
pursuant to this Agreement or applicable law, and (without prejudice to the
generality of any of the foregoing) to seal and deliver or otherwise perfect
any deed, assurance, agreement, instrument or act as Licensor may deem proper
in or for the purpose of exercising any of such powers, authorities or
discretions. Licensee hereby ratifies and confirms, and hereby agrees to ratify
and confirm, whatever lawful acts Licensor or any of its agents or attorneys
shall do or purport to do in the exercise of the power of attorney granted to
Licensor pursuant hereto, which power of attorney, being given for
consideration, is irrevocable.

                       (f) Licensee agrees to deliver to Licensor concurrently
herewith such duly executed UCC Financing Statements as Licensor may reasonably
request and agrees, from time to time, to deliver to Licensor such additional
UCC Financing Statements for filing, as may be appropriate, to perfect
Licensor's security interest in the Collateral in such jurisdictions as
Licensor may determine to be appropriate. Further, Licensee shall, at its own
cost and expense, promptly execute and deliver all such other certificates,
documents, instruments, financing and continuation statements and amendments
thereto, notices and other agreements, and take all further action, that
Licensor may reasonably request, from time to time, in order to perfect and
protect the security interest granted hereby or to enable Licensor to exercise
and enforce its rights and remedies hereunder with respect to the Collateral.


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                       (g) Licensee agrees to use its best efforts to cause 
each of its sublicensees to execute any and all documents and instruments as 
the Licensor deems necessary or desirable to protect and perfect Licensor's
security interest in the Collateral.

         SECTION 17. Entire Agreement

                  This Agreement sets forth the entire understanding between
the parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements between the parties with respect to the subject matter
hereof. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, that are not embodied in this
Agreement, and that no other agreement, statement or promise not contained in
this Agreement shall be valid or binding as between Licensor and Licensee.

         SECTION 18. Amendment

                  This Agreement may not be orally changed or modified. All
changes or modifications of this Agreement shall be in writing signed by the
party against whom enforcement of any waiver, change, modification, extension
or discharge is sought.

         SECTION 19. Benefit and Burden

                  This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective permitted successors and assigns.
This Section 19 shall not be deemed to permit any transfer or assignment
otherwise prohibited by this Agreement.


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         SECTION 20. Notices

                  Unless otherwise stated herein, any notice or other
communication required or permitted to be given hereunder shall be in writing,
and shall be delivered to the parties at the addresses set forth below (or to
such other addresses as the parties may specify by due notice to the other).
Notices or other communications given by certified mail, return receipt
requested, postage prepaid, shall be deemed given three (3) business days after
the date of mailing. Notices or other communications sent in any other manner
shall be deemed given only when actually received.

         Licensor:   HealthCare Imaging Services, Inc.
                     Tri-Parkway Corporate Park
                     200 Schulz Drive
                     Red Bank, New Jersey 07701
                     ATTN:  Elliott H. Vernon, Chairman

                     With a copy to:

                     Shereff, Friedman, Hoffman & Goodman, LLP
                     919 Third Avenue
                     20th Floor
                     New York, New York  10022
                     ATTN:  Scott M. Zimmerman, Esq.

         Licensee:

                     With a copy to:

         SECTION 21. No Waiver

                  No waiver shall be effective against either party unless it
is in writing, signed by that party. No waiver of any breach of any term or
covenant contained in this Agreement shall operate as a waiver of such term or
covenant itself, or of any subsequent breach thereof.

         SECTION 22. Severability


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                  The invalidity or unenforceability of any provision of this
Agreement shall not impair the validity or enforceability of any other
provision.

         SECTION 23. Governing Law

                  This Agreement shall be governed by the internal laws of the
State of New York.

         SECTION 24. Headings

                  The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.

         SECTION 25. Counterparts

                  This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

         SECTION 26. Independent Contractor

                  This Agreement is not intended, and shall not be construed,
to create a venture, partnership or association as between Licensor and
Licensee and/or its sublicensees. Each party is an independent contractor of
the other.


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         IN WITNESS WHEREOF, the parties have signed this Agreement on the date
first written above.

                                        HEALTHCARE IMAGING SERVICES, INC.

                                        By:
                                           -----------------------------------


                                        [LICENSEE]


                                        By:
                                           -----------------------------------




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