<PAGE>


[logo]           GE HEALTHCARE FINANCIAL SERVICES

-------------------------------------------------------------------------------

                    MASTER MASTERLINE AGREEMENT
                       AGREEMENT NUMBER 4007
                  DATE PREPARED JANUARY 15, 2000

-------------------------------------------------------------------------------

<TABLE>
<S>                              <C>                         <C>

Customer's Name:                  Type of Customer:
MOBILE PET SYSTEMS, INC.
                                  / / Sole Proprietorship     / / Partnership
Customer's Address:               /X/ Corporation             / / Joint Venture
2240 Shelter Island Drive         /X/ For-Profit              / / Not-for-Profit
Suite 205                         / / Gov't-Federal           / / Gov't-Other
San Diego, CA 92106

</TABLE>
-------------------------------------------------------------------------------

                 TO BE USED WITH NON-GE EQUIPMENT ONLY

This Master Masterline Agreement is for use with products that are not
manufactured or listed for sale by General Electric Company, Medical Systems
Group. Subject to, and in accordance with, the definitions, terms and
conditions set forth on the face and subsequent pages of this Master
Masterline Agreement and in any applicable Schedule, addendum, exhibit or
attachment hereto, and subject to credit approval, General Electric Company
("GE", "we" or "us") agrees to lease the Equipment (as defined below) to the
undersigned Lessee (hereinafter "Lessee" or "you").

You and we acknowledge and agree that this Agreement, together with the terms
of any applicable Schedule, addendum, exhibit or attachment hereto apply to
and govern each transaction described in any Schedule hereto.

DEFINITIONS

"ADVANCE RENTAL" means the monetary amount, identified in a Schedule us the
"Advance Rental," which is payable by you to us upon or before your
execution and return of that Schedule to us.

"AGREEMENT" means this document, entitled "Master Masterline Agreement" and
any and all Schedules, exhibits, addenda and/or attachments hereto.

"EQUIPMENT" means the hardware identified in a Schedule and all additions and
accessions to and modifications, substitutions and a placements of the
hardware.

"FEDERAL RATE" means the current week's yield in "Treasury Constant
Maturities: 3-Year" as published in the latest Federal Reserve Satisfied
Release available on a specified date.

"MONTHLY RENTAL" means the monetary amount, identified in a Schedule as the
"Monthly Rental," which is payable by you to us, as specified in that
Schedule, for your lease of the Equipment in accordance with the terms and
conditions of that Schedule.

"SALES ORDER" means the final order of the Equipment (including equipment
descriptions, quantities, model numbers, serial numbers, other
identification and costs), accepted by the Supplier and you, for Supplier's
sale of the Equipment to you, which has been or is to be assigned by you to
us, for our lease of the Equipment to you in accordance with the terms and
conditions of a Schedule.

"SCHEDULE" means each transaction schedule made a part of this Agreement
which sets forth additional terms and conditions of each separate
transaction between us. Each transaction schedule in combination with this
Agreement will constitute a fully integrated transaction existing in
accordance with its own terms and conditions separate from and independent of
all other transactions covered by this Agreement. Each transaction schedule
in combination with this Agreement will be collectively referred to as the
"Schedule." If any provision of a transaction schedule conflicts with a
provision of this Agreement, the conflicting provision of that transaction
schedule will prevail.

<PAGE>

MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------

"SITE" means the specific geographic location or the specific vehicle and
geographic location identified in a Schedule within which the Equipment will
be used by you.

"SOFTWARE" means a computer program or compilation of data that is fixed in
any tangible medium of expression, or any storage medium from which the
program may be perceived, reproduced or otherwise communicated, either
directly or with the aid of a machine or device.

"SUPPLIER" means the person or entity who or which will sell or has sold the
Equipment to us in accordance with the terms and conditions of the Sales Order.

"TERMS" or "TERMS OF A (THAT) SCHEDULE" means the period of time over which we
have agreed to lease to you and you have agreed to hire and accept from us
the Equipment identified in each (or a particular) Schedule.

SPECIAL TRANSACTION(S)

At such time that: (i) you and we have signed and delivered a Schedule to
each other; (ii) we send to you a written acknowledgment of our credit
approval of you with respect to that Schedule; (iii) you provide us with
evidence of insurance which complies with the requirements of the "Insurance"
section below; (iv) you have paid to us the Advance Rental required under the
"Advance Rental" section below; and (v) you provide us with such other
documents as we may reasonably require, including, but not limited to, our
(a) standard term purchase order assignment (signed by you and us); or (b)
standard form bill of sale in the case where we are purchasing the Equipment
from, and leasing it back to you (hereinafter a "Sale and Lease-Back") then,
at that time we agree to purchase from the Supplier (or, in the case of a
Sale and Lease-Back, from you) and lease to you and you agree to hire and
accept from us, under the terms hereof and the applicable Schedule, the
Equipment referenced in such Schedule, while the Equipment is located within
the Site, in consideration of the Advance Rental, and Monthly Rentals and
your covenants and agreements contained in such Schedule over the Term of
that Schedule. Once the Schedule is signed and delivered by you, you may not
cancel such Schedule, other than cancellation by mutual agreement between you
and us.

Any cancellation or termination by us of this Agreement or any Schedule,
supplement or amendment hereto, or the lease of any Equipment hereunder shall
not release you from any then outstanding obligations to us hereunder.

You understand that the Equipment may be purchased for cash. However, by
signing this Agreement, you acknowledge that you have chosen not to purchase,
but rather to lease the Equipment. The forgoing acknowledgment by you shall,
in no way, affect the enforceability of any option to purchase the Equipment
we may grant to you.

TERM OF SCHEDULE

The Term of a Schedule will continue for the period of time identified in the
Schedule as the Term and will include any renewal or extension of such term.

EQUIPMENT ACCEPTANCE; TERM COMMENCEMENT DATE

You will execute our standard form acceptance notice, reflecting your
unconditional acceptance of the Equipment. The term of a Schedule will
commence upon the Term commencement date which means the earlier of (i) the
date on which you sign our standard acceptance notice, or (ii) the date upon
which you otherwise accept the Equipment. We hereby appoint you as our agent
for inspection and acceptance of the Equipment from the Supplier.

If, for whatever reason, you refuse to accept the Equipment or you cause the
Sales Order to be canceled, you will immediately notify us in writing and
reimburse us for any and all payments made and to be made by us to the
Supplier or other parties with respect in the Sales Order. Your reimbursement
to us also will include the payment of simple interest at Prime (as published
by Chase Manhattan Bank, N.A.) plus four percentage points on our payments to
the Supplier. Any charges assessed by the Supplier for Sales Order
cancellation caused by you will be assumed by you.

In the case of a Sale and Lease-Back, the Term commencement date of the
Schedule will be the date upon which you sign our standard form bill of sale.

ADVANCE RENTAL

The Advance Rental stated in a Schedule is due and payable by you to us at
the time you sign and deliver a Schedule. Subject to set-off for payments
made or expenses incurred by us (including, but not limited to the charges
described in the "Equipment Acceptance: Term Commencement Date" section
above), we will refund the Advance Rental paid by you with respect to a
Schedule if a Schedule is terminated in writing, before any part of the
Equipment is delivered to the Site, (1) by you or us as a direct result of
the other's material breach of a material term or condition of a Schedule or
(2) by mutual written agreement between us.

* Trademark of General Electric Company

                                Page 2 of 10

<PAGE>

MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------

MONTHLY RENTAL

Monthly Rentals commence on the Term commencement date specified in the above
section entitled "Equipment Acceptance; Term Commencement Date" and are due
and payable in advance on that date and on the same day of each consecutive
month thereafter. Monthly Rentals will be payable to us addressed to: Mail
Code W-490, P.O. Box 414, Milwaukee, Wisconsin 53201 or such other address as
we may direct. You agree to lease the Equipment over the Term and to pay the
full amount of the Monthly Rental when due irrespective of any claims,
demands, set-offs, actions, suits or proceedings that you might have against
us, the Supplier or any other person or entity. You will pay the Monthly
Rental even if the Equipment is damaged or destroyed, if it is defective or
if you no longer can use it. If a Monthly Rental is not made within ten (10)
days after it is due, you agree to pay late charges of five percent (5%) of
each such Monthly Rental, but not exceeding the lawful maximum.

RENT ADJUSTMENTS

The Monthly Rental initially set forth in a Schedule is an estimated figure
based upon our best estimate of the cost of purchase, delivery, assembly (if
called for), taxes, transportation charges and other applicable charges. You
agree that we may adjust the estimated Monthly Rental to an actual figure
based upon our actual costs incurred in acquiring and providing the Equipment
and that you will pay the adjusted Monthly Rental; provided, that if our
actual cost of acquiring and providing the Equipment varies from the
estimated cost by more than ten percent, either of us may terminate the
Schedule by providing written notice to the other within fifteen days after
notice is given by us to you of the actual cost figures. In such an event, you
will pay all costs of disassembly, removal and transportation of the
Equipment for its return to the Supplier or to any other destination of
comparable distance specified by us.

We and you agree that should either the United States government or any state
or local tax authority disallow, eliminate, reduce, recapture, or disqualify,
in whole or in part, the tax benefits claimed under a Schedule by us, you
will then indemnify us by payment, of our choice, of either: (1) supplemental
rent to us during the remaining period of the Term of the Schedule in an
amount necessary to permit us to receive (on an after-tax basis over the full
Term of the Schedule) the same rate of return that we would have realized had
there not been a loss or disallowance of such benefits, together with any
interest or penalties which might be assessed by the governmental
authority(ies) with respect to such loss or disallowance, or (2) a lump sum,
payable on demand, to us, which will be equal to the amount necessary to
permit us to receive (on an after-tax basis over the full Term of that
Schedule) the same rule of return that we would have realized that there not
been a loss or disallowance of such benefits, together with the amount of any
interest or penalties which might be assessed by the governmental
authority(ies) with respect to such loss or disallowance.

TRANSPORTATION, RISK OF LOSS AND TITLE

The Equipment will be shipped to the Site by the Supplier of the Equipment.
Any necessary assembly or installation will be provided for in the Schedule.
You agree to accept shipment of the Equipment and to cooperate with any
assembler to permit the assembler to complete its task without delay.

Notwithstanding anything to the contrary contained in the purchase order
assignment signed by you and us, you or the Supplier will bear responsibility
for transportation and risk of loss of the Equipment until the Term
commencement date of the applicable Schedule. On the Term commencement date
of the applicable Schedule, you take over all responsibility for
transportation charges and risk of loss. At no time will we bear the risk of
loss. The use of the term "risk of loss" herein shall include, but shall not
be limited to, the entire risk of any loss, theft, damage to, or destruction
of any unit of Equipment from any cause whatsoever.

Title to the Equipment will remain in as free and clear of any lien or
encumbrance of anyone other than us, subject only to your right to peaceful
possession and use under a Schedule. We may label the Equipment in a
prominent place. You agree not to remove labels.

You agree that the Equipment will remain personal property regardless of how
it is attached to real property. You agree that the Equipment will be used by
you solely in the conduct of your business and in a manner complying with all
applicable laws, regulations and insurance policies.

ACCESS AND REMOVAL

We may have unrestricted access to the Equipment at all reasonable times
while a Schedule is in force and unrestricted access at all reasonable times
to remove the Equipment after expiration or early termination of the
Schedule. Nothing herein shall be construed to obligate us to remove the
Equipment after expiration or early termination of the Schedule, as you are
obligated to do so below.

At the expiration or earlier termination of a Schedule, you will arrange for
the removal and return of the Equipment at your expense, including all
transportation to a place designated by us within the Continental United
States of America. If you make modifications to the Site after the Equipment
has been installed which impede the removal of the Equipment, the cost of
removing the impediments and restoring the Site will be at your expense. The
Equipment will be returned to us or our assigns on the expiration or earlier
termination of a Schedule in the same condition and appearance as when
received by you (reasonable wear and tear excepted) and in good working order
and condition, operable in accordance with the Supplier's and, if different,
the manufacturer's then prevailing performance specifications for it. All
waste material and fluid must be removed from the Equipment and disposed of
by you in accordance with then current waste disposal laws. If the Equipment
is not so returned, we, at your sole expense, may have the Equipment restored
to such a condition. If we so require, the units of Equipment shall be
de-installed and crated by an authorized manufacturer's representative or
such other service person as is reasonably satisfactory to us.

*Trademark of General Electric Company


                                   Page 3 of 10


<PAGE>

MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------

If we so require, at our sole discretion, you shall obtain a policy of
transit insurance for the return of the Equipment to us in an amount equal to
the replacement value of the Equipment. Such transit insurance must name us
as the loss payee. You shall pay for all costs of complying with this section.

You shall provide to us a detailed inventory of all components of the
Equipment including model and serial numbers. You shall also provide an up to
date copy of all other documentation pertaining to the Equipment.

All service manuals, blueprints, process flow diagrams, operating manuals,
inventory and maintenance records shall be given to us at least ninety (90)
days, and not more than one hundred twenty (120) days prior to a lease
termination.

You shall make the Equipment available for on-site operational inspections by
potential purchasers at least one hundred twenty (120) days prior to and
continuing up to lease termination. We shall provide you with reasonable
notice prior to any inspection. You shall provide personnel, power and
other requirements necessary to demonstrate electrical, hydraulic and
mechanical systems for each item of Equipment.

Until you have fully complied with the terms of this section and have
returned the Equipment to us, your rent payment obligation and all other
obligations under this Agreement and the Schedule shall continue from month
to month notwithstanding any expiration or termination of the lease term.

You shall, at all times, keep accurate and complete records of the Equipment
and we, our successors, and assigns, and their respective agents, shall have
the right to examine, inspect and make extracts from all of your books and
records relating to the Equipment at any time during normal business hours.

ALTERATION AND MOVEMENT OF EQUIPMENT

You will not, without our prior written consent, alter or change the
Equipment. Any modification, improvement or substitution becomes our
property. If you fail to do so in a timely manner, we reserve the right to
have the Equipment modified, at your expense, as may be required by law or
regulation or to avoid alleged patent or copyright infringement.

You will not move the Equipment from the Site in any other location, except
with our advance written consent. All costs of moving the Equipment during
the Term of a Schedule will be at your expense.

ADDITIONS OR REPLACEMENTS

If you request, additional or replacement Equipment will be furnished on our
terms and rules then in effect.

If, after the signing and delivery of a Schedule, applicable law sets
different standards that require a modification or replacement of the
Equipment, we will adjust the Monthly Rental to reflect those necessary
modifications or replacements on our terms and rates then in effect.

CARE, MAINTENANCE AND OPERATION OF EQUIPMENT

Care of the Equipment is your sole obligation and responsibility. You agree
to care for and maintain the Equipment in good working order and operating
condition at all times during the Term of a Schedule in accordance with the
Supplier's and, if different, the manufacturer's then prevailing
specifications.

You will promptly make all repairs and will effect such repairs,
replacements, parts and the like as may be necessary to maintain the
Equipment in good working order and operating condition at all times during
the Term of a Schedule in accordance with the Supplier's and, if different,
the manufacturer's then prevailing specifications.

The cost of all such care, maintenance, repairs, replacement, parts and the
like will be borne solely by you as a normal operating cost incident to a
Schedule. We have the right to inspect the Equipment and its maintenance
records at all reasonable times during the Term of a Schedule.

All repairs, replacements, substitutions, parts, and the like and all other
accessions to the Equipment will become our property and be subject to the
terms and conditions of that Schedule.

You assume full responsibility for the safety and any consequence of lack of
safety of the Equipment while you have the right to possession or control of
the Equipment. You shall make all alterations or modifications required to
comply with any applicable law, rule or regulation during the term of any
Schedule.


*Trademark of General Electric Company

                                   Page 4 of 10
<PAGE>


MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------
YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS

YOU HEREBY REPRESENT AND WARRANT TO US, AND COVENANT THAT AS OF THE DATE
HEREOF AND ON THE DATE OF EXECUTION OF EACH SCHEDULE HERETO THAT:

     (a) You are, and will remain, duly organized, existing and in good
standing under the laws of the State set forth on the first page of this
Agreement, have your chief executive offices at the location set forth on
such page, and you are, and will remain, duly qualified and licensed in every
jurisdiction wherever necessary to carry on your business and operations,
including, but not limited to the jurisdiction(s) where the Equipment is or
is to be located;

     (b) You have adequate power and capacity to enter into, and to perform
your obligations under this Agreement, each Schedule and any other documents
evidencing, or given in connection with, any of the transactions contemplated
by a Schedule (all of the foregoing being hereinafter referred to as the
"Lease Documents");

     (c) This Agreement and the other Lease Documents have been duly
authorized, executed and delivered by you and constitute legal, valid and
binding agreements enforceable under all applicable laws in accordance
with their terms, except to the extent that the enforcement of remedies may
be limited under applicable bankruptcy and insolvency laws;

     (d) No approval, consent or withholding of objections is required from
any governmental authority or instrumentality with respect to the entry into,
or performance by you, of any of the Lease Documents, except such as may have
already been obtained;

     (e) Your entry into, and performance of the Lease Documents will not (i)
violate any of your organizational documents or any judgment, order, law or
regulation applicable to you, or (ii) result in any breach of, constitute a
default under, or result in the creation of any lien, claim or encumbrance on
any of your property (except for liens in favor of us) pursuant to, any
indenture mortgage, deed of trust, bank loan, credit agreement, or other
agreement or instrument to which you are a party;

     (f) There are no suits or proceedings pending or threatened in any court
or before any commission, board or other administrative agency against or
affecting you which could, in the aggregate, have a material adverse effect
on you, your business or operations, or your ability to perform your
obligations under the Lease Documents;

     (g) All financial statements delivered to us by you have been prepared
in accordance with generally accepted accounting principles, and since the
date of the most recent financial statement, there has been no material
adverse change;

     (h) The Equipment is not, and will not be, used by you for consumer,
personal, family or household purposes;

     (i) The Equipment is, and will remain, in good condition and repair and
you will not be negligent in the care and use thereof;

     (j) The Equipment is, and will remain, free and clear of all liens,
claims and encumbrances of every kind, nature and description;

     (k) All Equipment shall remain personal property regardless of how and
to what degree it may be affixed or attached to any building or structure or
what may be the consequences of its being removed from such building or
structure, or for what purpose the Equipment or the building or structure may
be used. You agree not to remove any of the Equipment from Site without our
prior written consent;

     (l) You shall (i) use the Equipment only in your trade or business, (ii)
maintain all of the Equipment in good condition and working order, (iii) use
and maintain the Equipment only in compliance with all applicable laws, and
(iv) keep all of the Equipment free and clear all liens, claims and
encumbrances; and

     (m) You shall not, without our prior written consent, (i) part with
possession of any of the Equipment (except to us or for maintenance and
repair), (ii) remove any of the Equipment from the continental United States,
or (iii) sell, rent, sublease, mortgage, grant a security interest in or
otherwise transfer or encumber any of the Equipment.

CHATTEL PAPER

To the extent that any Schedule would constitute chattel paper, as such term
is defined in the Uniform Commercial Code as in effect in any applicable
jurisdiction, no security interest therein may be created through the transfer
of possession of this Agreement in and of itself without the transfer or
possession of the original of the Schedule executed pursuant to this
Agreement and incorporating this Agreement by reference, and no security
interest in this Agreement and a Schedule may be created by the transfer of
possession of any counterpart of the Schedule other than the original
thereof, which shall be identified as the document marked "Original" and all
other counterparts shall be marked "Duplicate".




*Trademark of General Electric Company

                                       Page 5 of 10

<PAGE>


MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------
INSURANCE


You agree, at your own expense, to keep the Equipment insured with companies
acceptable to us for such amounts and against such hazards as we may require,
including, but not limited to, all risk physical damage insurance for the
Equipment itself, with losses under the policies payable to us or our
assigns. If any, and liability coverage for personal injuries, death and/or
property damages on terms satisfactory to us, and to deliver the policies, or
evidence of insurance as may be satisfactory to us, with current premium
receipts. GE and/or its officers, agents, employees and/or successors and/or
assigns shall be named as an additional insured under all such insurance
policies with loss payable clauses under said policies payable in our favor,
as our interest may appear, irrespective of any breach of warranty and/or
other omission by you. Said Equipment shall be insured for not less than its
stated replacement value or such other amount and we shall specify. Said
liability insurance shall be in an amount of not less than two million
dollars ($2,000,000.00) or such other amount as we shall specify. No
insurance shall be subject to any co-insurance clause. You hereby appoint us
as your attorney-in-fact to make proof of loss and claims for insurance and
to make adjustments with insurers and to receive payment of and execute or
endorse all documents, checks or drafts in connection with payments made with
respect to the insurance policies. You will not make adjustments with
insurers except with our prior written consent. The policies will provide
that the insurance may not be altered or canceled by the insurer until after
thirty days written notice to us. In the event of damage to or loss,
secretion, destruction or theft of the Equipment, or any portion of the
Equipment, whether in whole or in part, you will pay to us the replacement
value of all Equipment, or of the portion of the Equipment affected if the
value and use of the remainder of the Equipment are not affected at the time
of such occurrence (except the extent that we receive proceeds of insurance
covering such Equipment), plus any indemnification pursuant to a provision of
the Schedule. We may, at our option, apply proceeds of insurance, in whole or
in part, (1) to repair or comparably replace the Equipment of any portion of
it, (2) to satisfy any of your obligations pursuant to any indemnification
provision of this Agreement or a Schedule, (3) to afford you a pro-rata
reduction in rent payments attributable to the Equipment or any unit of it, or
(4) to satisfy any other of your obligations to us.

If any Equipment is lost or damaged to where the estimated repair cost would
exceed the greater of ten percent (10%) of the original Equipment cost or Ten
Thousand Dollars ($10,000.00), or is otherwise involved in an accident causing
personal injury or property damage, you will promptly and fully report the
event to us in writing.

TAXES

You will not be obligated to pay any federal, state or local tax imposed upon
or measured by our net income. You will report (to the extent that it is
legally permissible) and pay promptly all other taxes, fees and assessments
relating to the Equipment or the purchase, ownership, delivery, leasing,
possession, use, operation or service of the Equipment, or any Schedule (all
hereinafter called "Taxes"). You will (1) promptly reimburse us upon receipt
of our written request for reimbursement for any Taxes charged to or assessed
against us; (2) on our request, submit to us written evidence of your payment
of Taxes, (3) on all reports or returns show the ownership of the Equipment
by us and send a copy of the tax report or return to us, or (4) provide us
with a tax exemption certificate acceptable to the taxing authority.

Your failure to comply with the terms of this section will constitute an event
of default as more fully set forth in the "Event of Default" section below,
and may, at our option, under the terms of "Remedies" section below result in
the increase in your Monthly Rental. The inclusion of the foregoing sentence
in this section of the Agreement is for informational purposes and is not
intended, and shall not be construed to limit, in anyway, the events which
constitute Events of Default or the resulting remedies.

If any tax or other lien shall attach to any Equipment, you will notify us in
writing, within ten days after you become aware of the tax or lien. The notice
shall include the full particulars of the tax or lien and the location of
such Equipment on the date of the notice.

FILING

You will sign and return to us, when requested, such instrument(s) as
applicable law requires or permits to give public notice of our interest in
the Equipment. You hereby irrevocably appoint us or our designee as your
agent and attorney-in-fact to sign such instrument(s) on your behalf and to
file them.

EXCUSABLE DELAYS

We are not liable for delays in our performance hereunder.

APPLICABLE SOFTWARE LICENSE

You agree that any applicable software license regarding the Equipment will
be given directly by the Supplier and/or manufacturer to you.




*Trademark of General Electric Company

                                       Page 6 of 10



<PAGE>

MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------
WARRANTY DISCLAIMER

YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE EQUIPMENT, OR THE PARTS THEREOF,
WITHOUT ANY ASSISTANCE FROM US, OUR AGENTS OR EMPLOYEES, AND THAT WE ARE NOT
THE MANUFACTURER OR A DEALER OF THE EQUIPMENT. WE DO NOT MAKE, HAVE NOT MADE,
NOR WILL BE DEEMED TO MAKE OR HAVE MADE ANY WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT OR
ANY COMPONENT OF IT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AS TO (1)
VALUE, (2) DESIGN, (3) CONDITION, (4) COMPLIANCE WITH SPECIFICATIONS, (5)
ABILITY TO PROPERLY FUNCTION USING DATES ON, BEFORE OR AFTER JANUARY 1,
2000, (6) QUALITY OR MATERIALS OR WORKMANSHIP, (7) MERCHANTABILITY, (8)
FITNESS FOR ANY PURPOSE, USE OR OPERATION, (9) SAFETY, (10) PATENT,
TRADEMARK, OR COPYRIGHT INFRINGEMENT, (11) ENFORCEABILITY OF THE
MANUFACTURER'S WARRANTIES OR GUARANTEES, OR (12) TITLE. The Equipment is
provided "AS IS", with all faults. As between you and us, all risks to be
borne are to be borne by you. Without limiting the foregoing, we will have no
responsibility or liability to you or any other person with respect to any of
the following, regardless of any negligence of ours: (1) any liability, loss
or damage caused or alleged to be caused directly or indirectly by the
Equipment, any inadequacy of it, any deficiency or defect (latent or
otherwise) in it, or any other circumstance in connection with it; (2) the
use, operation or performance of the Equipment or any risks relating to it;
(3) any interruption of service, loss of business or anticipated profits or
consequential damages, or (4) the delivery, operation, service, maintenance,
repair, improvement or replacement of the Equipment. If, and so long as, no
default exists under this Agreement and/or a Schedule, you will be, and
hereby are, authorized during the Terms of this Agreement and/or a Schedule
to assert and enforce, at your sole cost and expense, from time to time, in
our name and for our account and/or you, as interests may appear, whatever
claims and rights we might have against the Supplier or any prior title
holder or possessor of the Equipment. The parties acknowledge that all
warranties and representations relating to the Equipment, if any, are given
directly by the Supplier and/or manufacturer of the Equipment to you.

CONFIDENTIALITY OF INFORMATION

We will treat patient information as confidential.

INDEPENDENT CONTRACTOR

We are an independent contractor of yours. Our employees are under our
exclusive direction and control. Nothing in a Schedule will be construed to
designate us or any of our employees, as your employees, agents, joint
venturers or partners.

FINANCIAL STATEMENTS

Upon our request during the Term of a Schedule, you will provide us with
copies of your annual financial statements which will include your balance
sheet, statement of revenues and expenses, a statement of sources and uses of
funds, and notes to your financial statements prepared by an independent
certified public accountant for each of your fiscal years that partially or
completely falls within the Term of a Schedule. Between fiscal years, you
will provide us, upon our request, the most recent copies of your previously
mentioned financial statements, which need not be audited but must be
certified by your chief financial employee.

ASSIGNMENTS AND SUBLEASING

We may assign a Schedule or any interest of ours in a Schedule to any person
or entity. Our Assignees may reassign a schedule to us. If the entity to
which we assign a Schedule or any interest of ours in a Schedule is not an
affiliated entity of ours, we will provide you with prior written notice of
such assignment. Such notice to you will be for informational purposes only
and you do not, and will not have any right to approve or object to such
assignment. You agree that if we do assign a Schedule, our assignee will have
the same rights and benefits we now have. You agree that the rights of our
assignee will not be subject to claims, defenses or set-offs that you may
have against us.

You may not assign or otherwise transfer a Schedule, or any interest in a
Schedule, without our prior written consent. Any assignment or transfer
without this type of consent will be void. Any consent to such assignment or
transfer will not be deemed to be a consent to any later assignment or
transfer.

You will not sublease the Equipment in whole or in part without our prior
written consent. Any sublease without this type of consent will be void.

No Schedule or interest in a Schedule and no Equipment will be subject to
involuntary assignment or transfer. Any such attempted assignment, sublease,
transfer or sale will be void, and will, at our option, terminate the
Schedule and each and every sublease of Equipment.


*Trademark of General Electric Company


                                  Page 7 of 10
<PAGE>


MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------
LIMITATIONS OF REMEDIES AND DAMAGES

THE TOTAL LIABILITY OF US AND OUR REPRESENTATIVES TO YOU AND YOUR EXCLUSIVE
REMEDY RELATING TO A SCHEDULE IS LIMITED TO THE MONTHLY RENTAL FOR THE
SERVICE WHICH IS THE BASIS FOR THE CLAIM.

You agree that we and our representatives have no liability to you for (1)
any penal, punitive, special, incidental, or consequential damages such as
lost profit or revenue, (2) any assistance not required under the Schedule,
or (3) anything occurring after the end of a Schedule.

You will be barred from any remedy unless you give us prompt written notice
of the problem.

This is a commercial lease transaction. Any claim related to this contract
will be covered solely by commercial legal principles, WE, OUR
REPRESENTATIVES AND YOU WILL NOT HAVE ANY NEGLIGENCE OR OTHER TORT LIABILITY
TO THE OTHER ARISING FROM A SCHEDULE. This limitation does not affect claims
by third parties for personal injury due to our, our representative's, or
your negligence or product liability.

INDEMNIFICATION

You hereby agree to indemnify us and hold us harmless, as well as our
officers, agents, employees, successors and assigns, now and in the future,
and save us, as well as our officers, agents, employees, successors and
assigns, from and against any and all losses, damages, penalties, injuries,
claims, actions, causes of action, suits and/or liabilities, including
attorney fee claims, that we may incur directly or indirectly, of any kind
an any nature whatsoever, arising out of, or resulting from, this Agreement
and any Schedules.

Your agreement to indemnify us and hold us harmless, includes, but is not
limited to, any matter that concerns the manufacture, purchase, acceptance or
rejection of the Equipment. It also includes, but is not limited to, your
ownership, transfer, delivery, installation, lease, possession, use,
operation, maintenance or failure to maintain, disposition or return of the
Equipment. It also includes, but is not limited to latent and other defects,
in the Equipment, whether or not discoverable by us or you. It also includes,
but is not limited to, any claim for patent, trademark, copyright, or other
intellectual property rights infringement or environmental claims or
litigation.

Your agreement to indemnify us and hold us harmless will continue in full
force and effect notwithstanding the expiration or early termination of this
Agreement or any Schedule.

Your agreement to indemnify us and hold us harmless is expressly made for the
benefit of, the inducement of, and will be enforceable by us, our officers,
agents, successors and assigns.

You agree to indemnify us and hold us harmless, as well as our officers,
agents, employees, successors and assigns, for our own negligence and/or
negligent acts and/or errors and/or omissions, as well as any injuries
and/or damages resulting therefrom.

We agree that you are not indemnifying us, nor our officers, agents,
employees, successors and assigns, for our own willful, wanton, intentional
and/or gross acts, errors and/or omissions, nor for any injuries and/or
damages resulting therefrom as claimed by you or third parties to this
Agreement or any Schedule.

You shall, upon request, defend any actions based on, or arising out of, any
of the foregoing at your own expense.

We and you agree that should either the United States government or any
state or local tax authority disallow, eliminate, reduce, recapture, or
disqualify, in whole or in part, the tax benefits claimed under a Schedule by
us, you will then indemnify us by payment, at our choice, of either: (1)
supplemental rent to us during the remaining period of the Term of the
Schedule in an amount necessary to permit us to receive (on or after tax
basis over the full Term of the Schedule) the same rate of return that we
would have realized had there been a loss or disallowance of such benefits,
together with any interest or penalties which might be assessed by the
governmental authority(ies) with respect to such loss or basis over the full
Term of that Schedule) the same rate of return that we would have realized
had there not been a loss or disallowance of such benefits, together with the
amount of any interest or penalties which might be assessed by the
governmental authority(ies) with respect to such loss or disallowance.

All references to us in this Section include us and the consolidated taxpayer
group of which we are a member. All of our rights, privileges and indemnities
contained in this Section shall survive the expiration or other termination of
this Agreement. The rights, privileges and indemnities contained herein are
expressly made for the benefit of, and shall be enforceable by us, our
successors and assigns.


*Trademark of General Electric Company


                                 Page 8 of 10


<PAGE>

MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------
END-OF-TERMS OPTIONS

Within one hundred eighty days prior to the expiration of the original Term
of a Schedule or any subsequent Term, you may elect, by written notice to us,
one or more end-of-term options then offered by us if you are not in breach
of any term or condition of that Schedule. Normally, the options would
include the following: (1) your renewal of that Schedule for a one or two
year Term at a Monthly Rental determined at the time of renewal (based on the
Equipment's then fair market value), which renewal will be for all (but not
less than all ) of the Equipment on that Schedule (2) your purchase of all
(but not less than all) of the Equipment, on an AS IS - WHERE IS basis without
recourse to or warranty by us, at its then fair market value, or (3) your
return of the Equipment to us. If you do not elect any end-of-term option
offered by us, the original Term of that Schedule will be automatically
extended on a month-to-month basis, for a period not to exceed eleven (11)
months, at the highest Monthly Rental under that Schedule. If at the end of
this eleven (11) month extension period, you have not elected one of the
three above stated end-of-term options, you will be considered to be in
default of the terms of the Schedule. Without limiting the AS IS nature of any
conveyance hereunder, we hereby notify you, and you hereby acknowledge such
notification, that the Equipment or the parts thereof may cease in function
or may not properly function using dates on, before or after January 1, 2000.

EVENTS OF DEFAULT

An event of default will occur under a Schedule if you (1) fail to pay any
installment of Advance Rental, Monthly Rental, or other payment required
under the Schedule or this Agreement when due and such failure continues for
a period of ten days, or (2) are determined by us to have made any false or
misleading statement or representation in connection with a Schedule, or this
Agreement, including, but not limited to, the representations and
warranties contained in the "Your Representation, Warranties, and Covenants"
section above, or (3) attempt, without our prior written consent to sell,
assign, sublease, mortgage, grant a security interest in or otherwise
transfer or encumber all or any part of your interest in a Schedule or the
Equipment, or (4) fail to perform or observe any other covenant, condition or
agreement to be performed by you under a Schedule or this Agreement and such
failure continues uncared for a period of ten days after written notice is
sent by us, including, but not limited to, your failure to comply with the
terms of the section "Taxes" above, or (5) terminate your existence, enter
into a merger or consolidation or permit a change in your ownership or
management control,  or (6) fail, at the end of the eleven (11) month
extension period, to elect one of the end-of-term options, or (7) breach any
of your insurance obligations, including, but not limited to those
obligations under the section "Insurance" above, or (8) become insolvent or
cease to do business as a going concern, or (9) or any Guarantor of your
obligations hereunder become the subject of a petition, either voluntary or
involuntary, under any bankruptcy, insolvency or reorganization law, and in
the case of an involuntary petition, the petition is not dismissed within
thirty (30) days of its filing date, or (10) or any of the Equipment is
subjected to , or threatened with attachment, execution, levy, seizure or
confiscation in any legal proceeding or otherwise, or (11) or any guarantor
of your obligations under a Schedule have a receiver appointed for any part
of your respective properties.

Your default under a Schedule or a default by you or any entity managed or
controlled by you or by any principal of yours under any other agreement or
contract with us, regardless of when the agreement or contract was entered
into, will, at our sole option, constitute a default of that Schedule and all
other agreements and contracts between you and/or such a principal or entity
and us, including, but not limited to this Agreement and any Schedule
hereunder.

REMEDIES UPON DEFAULT

Upon the occurrence of any event of default under a Schedule or this
Agreement and at any time thereafter, we may, at our sole discretion, do one
or more of the following: (1) collect from you, on all moneys due but unpaid
for more than ten days, a late charge of five cents per dollar on, and in
addition to, the amount of all such moneys, but not exceeding the lawful
maximum, (2) terminate any or all Schedules, whereupon all of your right to
the Equipment described in any terminated Schedule and every part thereof
will absolutely cease and terminate, (3) declare all suns due and the present
value of all sums to become due for the full Term of any or all Schedule(s)
immediately due and payable, (4) demand that you return all Equipment
described in any Schedule to us in accordance with the section entitled
"Access and Removal," (5) enter upon any premises where the Equipment
described in any Schedule is located and take immediate possession of and
remove it, all without liability to us or our agents for such entry or for
damage to property, or otherwise, (6) sell any or all of the Equipment
described in any Schedule at public or private sale, or otherwise dispose of
, hold, use, operate, leave to others or keep idle the Equipment described in
any Schedule, with or without notice to you or advertisement, all free and
clear of any of your rights and without any duty in account to you for such
action or inaction or for any proceeds, other than to apply such proceeds (a)
first to any and all costs and expenses, including, but not limited to legal
fees, of such disposition and (b) to any amounts owing by you to us, (7) if
the event of default is your failure to pay or reimburse us for the payment
of taxes as required in section "Taxes" above, we may, but need not,
unilaterally increase the Monthly Rental to be paid by you by an amount
necessary to amortize the amount of such unpaid or unreimbursed taxes over
the balance of the Term at an interest rate determined by us at our sole
discretion, but not exceeding the lawful maximum or (8) exercise any other
right or remedy which might be available to us under applicable law
including, without limitation, the rights to specific performance and to
recover damages for breach. In addition, you will be liable for all legal
fees and other costs and expenses resulting from the foregoing defaults and
the exercise of our remedies.

You and we hereby waive unconditionally all rights to a jury trial of any
claim or cause of action related to , based upon or arising out of this
Agreement, any Schedule, any related documents, any dealings between us and
you relating to the subject matter of this transaction or any related
transactions and/or the relationship that is being established between us and
you. The scope of this waiver is intended to be all encompassing of any and
all disputes that may be filed in any court. This waiver is irrevocable, and
may not be modified either orally or in writing, This waiver shall also apply
to any subsequent amendments, renewals, supplements or modifications to this
Agreement and to any other documents or agreements relating to this
transaction or any related transaction. In the event of litigation, this
Agreement may be filed as a written consent to trial by the court.


* Trademark of General Electric Company


                                  Page 9 of 10
<PAGE>

MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------
No remedy referred to in this section is intended to be exclusive, but each
will be cumulative and in addition to any other remedy referred to above or
otherwise available to us at law or in equity. To the extent permitted by
applicable law, you hereby waive any rights now or later conferred by statute
or otherwise which might require us to use, sell, lease or otherwise dispose
of any Equipment in mitigation of damages or which might otherwise limit or
modify any of our right or remedies under a Schedule.

STATUS OF LESSEE AND EQUIPMENT

You shall promptly notify us, in writing, in the event of (i) any change in
your name, (ii) any relocation of your chief executive offices, (iii) any
relocation of any of the Equipment, or (iv) any lien, claim or encumbrance
attaching or being made against any of the Equipment.

SURVIVAL, WAIVER, SEVERABILITY, AND CHOICE OF LAW

All of our rights, privileges and remedies with respect to a Schedule and
this Agreement will continue in full force and effect after the end of the
Schedule.

Our failure to enforce any provision of a Schedule or this Agreement is not a
waiver of that provision or of our right to later enforce each and every
provision. If any part of a Schedule or this Agreement is found to be
invalid, the remaining part will be effective. The law of the state where the
Equipment is located will govern any dispute between us.

Time is of the essence with respect to this Agreement and any Schedule
hereunder.

All notices required to be given hereunder shall be deemed adequately given
if sent by registered or certified mail to the addressee at its address
stated herein, or at such other place as addressee may have specified in
writing.

ENTIRE AGREEMENT

Each Schedule, including each exhibit, together with this Agreement, is
intended to be a complete and exclusive statement of the terms of the contract
between us. No prior proposals, statements, course of dealing or usage of the
trade will be a part of a Schedule.

This Agreement may be entered into by, and may be modified only be a writing
signed by, one of our Region Sales Managers, one of our Financial Services
Account Managers, or a designated financial services manager and you.

You and we have caused this Agreement to be executed by a duly authorized
representative of each of us on the date below his/her signature. This
Agreement may be executed in several originals, which together constitute but
one and the same Agreement. You and we agree that a signature affixed to any
one of the originals and delivered by facsimile shall be valid, binding and
enforceable.

GENERAL ELECTRIC COMPANY                           MOBILE PET SYSTEMS, INC.


                                                   /s/ Paul Crowe
-----------------------------------                ----------------------------
Authorized Signature                               Authorized Signature

                                                   CEO
-----------------------------------                ----------------------------
Title                                              Title

                                                   1/21/00
-----------------------------------                ----------------------------
Date                                               Date

                                                   San Diego  CA  (619)226-6738
-----------------------------------                ----------------------------
City        Name         Telephone                 City    Name       Telephone

                                                   SEND EXECUTED DOCUMENTS TO:
                                                   PAUL CROWE
                                                   ----------------------------

* Trademark of General Electric Company

                                  Page 10 of 10
<PAGE>

[Logo]  GE HEALTHCARE FINANCIAL SERVICES

-------------------------------------------------------------------------------

                              SCHEDULE NUMBER 001
                                      TO
                    MASTER MASTERLINE* AGREEMENT NUMBER 4007
                               CONTRACT NUMBER
                        DATE PREPARED JANUARY 15, 2000

This Schedule is attached to and made a part of the Master Masterline
Agreement identified above. This Schedule sets forth specific terms and
conditions in addition to those in the Master Masterline Agreement.
Capitalized terms not defined herein shall have the meanings assigned to them
in the Master Masterline Agreement identified above.

-------------------------------------------------------------------------------
MASTER CUSTOMER NAME AND ADDRESS       SCHEDULE CUSTOMER NAME AND ADDRESS

NAME:                                  NAME:
MOBILE PET SYSTEMS, INC.               MOBILE PET SYSTEMS, INC.
ADDRESS:                               ADDRESS:
2240 SHELTER ISLAND DRIVE              2240 SHELTER ISLAND DRIVE
SUITE 205                              SUITE 205
SAN DIEGO, CA 92106                    SAN DIEGO, CA 92106
                                       FED. I.D. OR SS#: 33-0831137 TAX EXEMPT#:

-------------------------------------------------------------------------------
                            SUPPLIER IDENTIFICATION
Name: Calumet Coach Company            Address:  2150 East Dolton Road

                                                 Calumet City, IL. 60409-1411

               EQUIPMENT, ESTIMATED COST AND SUPPLIER'S SALE TERMS

Equipment:  1 - Calumet Coach to house a GE Advance PET Imaging System

Estimated Cost:  $285,390.00

Supplier's Sales Terms:  See Exhibit A attached to and made a part of this
                         Schedule

-------------------------------------------------------------------------------
                          EQUIPMENT (SITE) LOCATION

Fixed Site    NAME  Mobile System

   OR         ROOM      BUILDING       STREET           CITY         STATE

Mobile Site   VEHICLE MAKE Calumet Coach  MODEL MMS381P  YEAR
              SERIAL AND/OR ID NUMBER

              OPERATING AREA DESCRIPTION

-------------------------------------------------------------------------------
                              TERMS AND RENTALS

TERM

Term of Schedule: 60 months. The Term of this Schedule will commence on the
Term commencement date specified in the "Equipment Acceptance; Term
Commencement Date" section of the Master Masterline Agreement and continues
for the Term specified immediately above, subject to and in accordance with
the terms and conditions of this Schedule.



*Trademark of General Electric Company

                                 Page 1 of 2



<PAGE>

SCHEDULE TO MASTER MASTERLINE AGREEMENT
-------------------------------------------------------------------------------

ADVANCE RENTAL

Advance Rental:  $11,652.00  Your payment of the Advance Rental to us will be
upon or before your execution and return of this Schedule to us. Our
retention of the Advance Rental is subject to the "Advance Rental" section of
the Master Masterline Agreement. We will apply the Advance Rental to your
Monthly Rental obligations under this Schedule as follows:

/X/ first Monthly Charge;   /X/ last Monthly Charge:  / / Other:

MONTHLY RENTALS

Monthly Rentals: 60 months @ $5,826.00 plus tax.

Your payment of Monthly Rentals to us will be in accordance with the "Monthly
Rental" section of the Master Masterline Agreement.

ARTICLE 2A NOTICE

IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL
CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING
DISCLOSURES TO THE LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSONS(S)
SUPPLYING THE EQUIPMENT IS IDENTIFIED IN THE "SUPPLIER IDENTIFICATION"
SECTION ON THE FRONT PAGE OF THIS SCHEDULE (THE "SUPPLIER(S)"), (B) LESSEE IS
ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY,
PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN
CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE
EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH
SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES
AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF
REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY
AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY
RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR
MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER ANY SECTION OF THE AGREEMENT.

                ADDITIONAL OR MODIFIED TERMS OR CONDITIONS

Any modified or additional terms or conditions of this Schedule are set forth
in the following Exhibit(s) to this Schedule: B,C:

This schedule may be entered into by, and may be modified only by a writing
signed by, one of our Region Sales Managers, one of our Financial Services
Account Managers, or a designated financial services manager and you.

You and we have caused this Schedule to be executed by a duly authorized
representative of each of us on the date below his/her signature. This
Schedule may be executed in several originals, which together constitute one
in the same Schedule. You and we agree that a signature affixed to any one of
the originals and delivered by facsimile shall be valid, binding, and
enforceable.

GENERAL ELECTRIC COMPANY               MOBILE PET SYSTEMS, INC.


                                        /s/ Paul Crowe
----------------------------------     ----------------------------------------
Authorized Signature                   Authorized Signature


                                       CEO
----------------------------------     ----------------------------------------
Title                                  Title


                                        1/21/00
----------------------------------     ----------------------------------------
Date                                   Date


                                       San Diego, CA               619 226-6738
----------------------------------     ----------------------------------------
City           State     Telephone     City           State           Telephone



----------------------------------------
Credit Approved By      Date of Approval




*Trademark of General Electric Company

                                 Page 2 of 2

<PAGE>

[GE LOGO]   GE HEALTHCARE FINANCIAL SERVICES
______________________________________________________________________


                                   EXHIBIT B
                       ADDENDUM TO SCHEDULE NUMBER 001
                  TO MASTER MASTERLINE AGREEMENT NUMBER 4007
                         CONTRACT NUMBER ___________

This above Schedule Number 001 to the Master Masterline Agreement and between
the undersigned GENERAL ELECTRIC COMPANY and MOBILE PET SYSTEMS, INC.
(Customer), dated January 15, 2000, is hereby amended to include the
following:

/ / TAX EXEMPT GOVERNMENT CUSTOMER

The Fixed Rate shall be ______ percent (___%) per annum simple interest
(Tentative Rate"), plus or minus two-thirds (2/3) of the number of points
("Adjustments") that the "This week 3-year selected interest rate for
Treasury Constant Maturities" published in the Federal Reserve Statistical
Release, H-15, ("Federal Rate") for the week that the Collateral described
above is available to Customer for first use ("Commencement Date") has
increased or decreased above or below ________ percent (____%), which is the
Federal Rate for the week within which Customer and Company have dated this
Agreement on the first page hereof. (Fixed Rate equals Tentative Rate plus or
minus 66.66% of Adjustment).

/X/ OTHER CUSTOMERS:

The Lease Rate shall be adjusted for any changes in the Three Year Treasury
Bill "This week 3 year selected interest rate for Treasury Constant
Maturities" published in the Federal Reserve Statistical Release, H-15,
("Federal Rate") for the week that the Collateral described above is
available to Customer for first use ("Commencement Date") has increased or
decreased above or below 6.26%, which is the Federal Rate for the week within
which Customer has accepted the proposal.

Customer hereby irrevocably authorized Company to calculate or determine and
insert or apply in or under this Contract consistent with the agreement of
the parties, the dollar amount of the lease payments and First Payment Date,
if not inserted or applied by Customer and Company on the date of this
Agreement set forth on the first page hereof.

GENERAL ELECTRIC COMPANY                    MOBILE PET SYSTEMS, INC.

                                             /s/ Paul Crowe
------------------------                    ------------------------
Authorized Signature                        Authorized Signature

                                            CEO
------------------------                    ------------------------
Title                                       Title

------------------------                    ------------------------
Date                                        Date



<PAGE>

[GE LOGO]      GE HEALTHCARE FINANCIAL SERVICES
______________________________________________________________________

                       EXHIBIT C TO SCHEDULE NO. 001
                        MASTER MASTERLINE AGREEMENT
                       DATED AS OF JANUARY 15, 2000

                         PURCHASE ORDER ASSIGNMENT

     THIS ASSIGNMENT AGREEMENT, dated as of January 15, 2000 ("Agreement"),
between General Electric Company ("we", "us" or "Lessor") and MOBILE PET
SYSTEMS, INC., ("you" or "Lessee").

                               WITNESSETH:

     You desire to lease the equipment described in the Schedule to which
this Agreement is attached, ("Equipment") from us, pursuant to the above
Schedule and Master Masterline Agreement (collectively, "Lease"). All terms
used herein which are not otherwise defined shall have the meaning ascribed
to them in the Lease.

     You desire to assign, and we are willing to acquire, certain of your
rights and interests under and to purchase order(s), agreement(s), and/or
document(s) (the "Purchase Orders") you have herefor issued to, or entered
into with, the Supplier(s) of the Equipment for the acquisition of the
Equipment.

     NOW, THEREFORE, in consideration of the mutual covenants herein
contained, we and you hereby agree as follows:

SECTION 1. ASSIGNMENT

     (a) You do hereby assign and set over to us all of your rights and
interests in and to the Equipment and the Purchase Orders as the same relate
therein including, without limitation, the rights to purchase, to take title,
and to be named the purchaser in the bill of sale for the Equipment.
Notwithstanding anything to the contrary contained herein, your rights and
obligations with respect to any applicable software license regarding the
Equipment are not hereby assigned or delegated by you or to any other party.
We agree that we obtain no rights to any software of other materials licensed
by Supplier to you under the Purchase Orders, provided however, that if we
obtain possession of the Equipment from you, for whatever reason, we may
obtain and transfer the licensed software in accordance with the terms of the
license.

     (b) If, and so long as, no default exists under the Lease, you shall be,
and are hereby, authorized during the term of the Lease to assert and enforce,
at your sole cost and expense, from time to time, in the name of and for the
account of us and/or you, as our respective interests may appear, whatever
claims and rights we may have against any Supplier of the Equipment.

SECTION 2. CONTINUING LIABILITY OF LESSEE.

     It is expressly agreed that, anything herein contained to the contrary
notwithstanding: (a) you shall at all times remain liable to the Supplier to
perform all of the duties and obligations of the purchaser under the Purchase
Orders to the same extent as if this Agreement had not been executed, (b) the
execution of the Agreement shall not modify any contractual rights of the
Supplier under the Purchase Orders and the liabilities of the Supplier under
the Purchase Orders shall be to the same extent and continued as if the
Agreement had not been executed, (c) the exercise of us of any of the rights
hereunder shall not release you from any of your duties or obligations to the
Supplier under the Purchase orders, and (d) we shall not have any obligation
or liability under the Purchase Orders by reason of, or arising out of, this
Agreement or be obligated to perform any of the obligations or duties of you
under the Purchase Orders or to make any payment (other than under the terms
and conditions set forth in the Master Masterline Agreement) or to make any
inquiry of the sufficiency of or authorization for any payment received by
any Supplier or to present or file any claim or to take any other action to
collect or enforce any claim for any payment assigned hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.

LESSOR:                                    LESSEE:
GENERAL ELECTRIC COMPANY                   MOBILE PET SYSTEMS, INC.

By:                                        By:  /s/ Paul Crowe
   -----------------------                    -----------------------


Title:                                     Title:  CEO
      --------------------                       --------------------




                                Page 1 of 1
<PAGE>


[LOGO]    GE HEALTHCARE FINANCIAL SERVICES

------------------------------------------------------------------------------
                         MASTER LEASELINE* AGREEMENT
           AGREEMENT NUMBER 2007 DATE PREPARED JANUARY 15, 2000
------------------------------------------------------------------------------
Customer's Name:                            Type of Customer:
MOBILE PET SYSTEMS, INC.

Customer's Address:            / / Sole Proprietorship      / / Partnership
2240 Shelter Island Drive      /x/ Corporation              / / Joint Venture
Suite 205                      /x/ For-Profit               / / Not-for-Profit
San Diego, CA 92106            / / Gov't - Federal          / / Gov't - Other
------------------------------------------------------------------------------

Subject to, and in accordance with, the definitions, terms and conditions set
forth on the face and subsequent pages of this Master Leaseline Agreement and
in any applicable schedule, addendum, exhibit or attachment hereon, and
subject to credit approval, General Electric Company ("GE", "we" or "us")
agrees to lease the Equipment (as defined below) and license any Operating
Package for the Equipment to the undersigned Customer (hereinafter "Lessee"
or "you").

DEFINITIONS

"ADVANCE RENTAL" means the monetary amount, identified in a Schedule as the
"Advance Rental," which is payable by you to us upon or before your execution
and return of that Schedule to us.

"ADVANCED SERVICE PACKAGE" means our proprietary service Software, firmware,
documentation, and tangible instruments or instrument combinations developed
by and/or provided to us for our installation, maintenance, repair, and/or
de-installation of the Equipment, as well as any upgrades or revisions of
this material, which bear a yellow cover or label and/or incorporate or
display a notice that states substantially the following:

            "ADVANCED SERVICE SOFTWARE OR DOCUMENTATION OR TOOLS
                              PROPERTY OF GE
                     FOR GE SERVICE PERSONNEL ONLY
                NO RIGHTS LICENSED - DO NOT USE OR COPY
                DISCLOSURE TO THIRD PARTIES PROHIBITED"

"AGREEMENT" means this document, entitled "Master Leaseline Agreement" and
any and all Schedules, exhibits, addenda and/or attachments hereto.

"BASIC SERVICE SOFTWARE" means any of our proprietary basic service Software,
identified in a Schedule, developed by and/or provided to us for the
installation, maintenance, repair, and/or de-installation of the Equipment,
as well as any upgrades or revisions of this material that we provide in
fulfillment of a specific written commitment, which bear a white cover or
label and/or incorporate or display a notice that states substantially the
following:

                          "BASIC SERVICE SOFTWARE
                              PROPERTY OF GE"

"EQUIPMENT" means the hardware identified in a Schedule and all additions and
accessions to and modifications, substitutions and replacements of the
hardware. The term "Equipment" specifically excludes the Operating Package,
the InSite Package, and all parts of those packages.

"INSITE" means our proprietary remote service Software, hardware, firmware,
documentation, and tangible instruments or instrument combinations developed
by and/or provided to us for our assembly, installation, configuration,
maintenance, repair, and/or de-installation of the Equipment, as well as any
upgrades or revisions of this material, which bears a red cover or label
and/or incorporate or display a notice that states substantially the
following:

                                   "INSITE
                               PROPERTY OF GE
                       FOR GE SERVICE PERSONNEL ONLY
                  NO RIGHTS LICENSED - DO NOT USE OR COPY
                  DISCLOSURE TO THIRD PARTIES PROHIBITED"

"INSITE PACKAGE" means Manufacturing Material, Advanced Service Package,
Vendor Service Package, and InSite.

"LICENSED SOFTWARE" means Operating Software and Basic Service Software.


                                Page 1 of 9
<PAGE>

MASTER LEASELINE AGREEMENT
------------------------------------------------------------------------------

"MANUFACTURING MATERIAL" means our proprietary manufacturing, engineering
and/or developmental Software, hardware, firmware, documentation, and tools
developed or under development by and/or provided to us for our assembly,
configuration and/or possible future service of the Equipment, as well as any
upgrades or revisions of this material, which bear a red cover or label
and/or incorporate or display a notice that states substantially the
following:

                "MANUFACTURING MATERIAL PROPERTY OF GE
                    FOR GE SERVICE PERSONNEL ONLY
               NO RIGHTS LICENSED - DO NOT USE OR COPY
               DISCLOSURE TO THIRD PARTIES PROHIBITED"

"MONTHLY RENTAL" means the monetary amount, identified in a Schedule as the
"Monthly Rental," which is payable by you to us, as specified in that
Schedule, for your lease of the Equipment and license of any Operating
Package in accordance with the terms and conditions of this Schedule.

"OPERATING DOCUMENTATION" means any of our operating and basic service
documentation, identified in a Schedule, embodying information developed by
and/or provided to us for the installation, operation, maintenance, repair,
and/or de-installation of the Equipment, and which bears a white cover or
label and/or a notice that states substantially the following:

                      "OPERATING DOCUMENTATION"

"OPERATING PACKAGE" means Operating Documentation, Operating Software,
Operating Tools, and Basic Service Software.

"OPERATING SOFTWARE" means any of our proprietary operating Software,
identified in a Schedule, developed by and/or provided to us for the ordinary
operation of the Equipment, any optional Software to enhance the operation of
the Equipment, as well as any upgrades or revisions of this material that we
provide in fulfillment of a specific written commitment, and which bear a
white cover or label and/or a notice that states substantially the following:

                       "OPERATING SOFTWARE
                         PROPERTY OF GE"

"OPERATING TOOLS" means any of our tangible, basic operating and service
instruments or instrument combinations, identified in a Schedule, developed
by and/or provided to us for the installation, maintenance, repair, and/or
de-installation of the Equipment, and which either bear or are maintained in
a container which bears a white cover or label and/or a notice that states
substantially the following:

                        "OPERATING TOOLS"

"QUOTATION" means our or your last written offer to the other, accepted by
both of us, which sets forth the terms, conditions and provisions regarding
your cash purchase or license of the Equipment and any Operating Package from
us. Upon your execution and return of a Schedule to us, all terms, conditions
and provisions of that Schedule will supersede the terms, conditions and
provisions of its corresponding Quotation.

"SCHEDULE" means each transaction schedule made a part of this Agreement
which sets forth additional terms and conditions of each separate transaction
between us. Each transaction schedule in combination with this Agreement will
constitute a fully integrated transaction existing in accordance with its own
terms and conditions separate from and independent of all other transactions
covered by this Agreement. Each transaction schedule in combination with this
Agreement will be collectively referred to as the "Schedule." If any
provision of a transaction schedule conflicts with a provision of this
Agreement, the conflicting provision of that transaction schedule will prevail.

"SITE" means the specific geographic location or the specific vehicle and
geographic location identified in a Schedule within which the Equipment and
any Operating Package will be used by you and any InSite Package might be
used by us.

"SOFTWARE" means a computer program or compilation of data that is fixed in
any tangible medium of expression, or any storage medium from which the
program may be perceived, reproduced or otherwise communicated, either
directly or with the aid of a machine or device.

"TERM" or "TERM OF A (THAT) SCHEDULE" means the period of time over which we
have agreed to lease and license to you and you have agreed to hire, license
and accept from us the Equipment and any Operating Package for the Equipment
identified in each (or a particular) Schedule.

"VENDOR SERVICE PACKAGE" means vendor proprietary service Software, firmware,
documentation, and tangible instruments or instrument combinations provided
by a vendor to us for our installation, maintenance, repair, and/or
de-installation of vendor-supplied components of the Equipment, as well as
any upgrades or revisions of this material, which bear a red cover or label
and/or incorporate or display a notice that states substantially the
following:

             "GE VENDOR SERVICE SOFTWARE; OR DOCUMENTATION OR TOOLS
                               PROPERTY OF GE
                      FOR GE SERVICE PERSONNEL ONLY
                 NO RIGHTS LICENSED - DO NOT USE OR COPY
                 DISCLOSURE TO THIRD PARTIES PROHIBITED"


                               Page 2 of 9
<PAGE>


MASTER LEASELINE AGREEMENT
-----------------------------------------------------------------------------
SPECIFIC TRANSACTION(S)

At such time that (i) you and we have signed and delivered a Schedule to each
other, (ii) we send to you a written acknowledgment of our credit approval of
you with respect to that Schedule; (iii) you have paid the Advance Rental
required under the "Advance Rental" section below; and (iv) you provide us
with such other documents as we may require, then, at that time, we agree to
lease and license to you and you agree to hire, license and accept from us,
under our Leaseline Plan, the Equipment and our Operating Package, if any,
for the Equipment, while the Equipment is located within the Site, in
consideration of the Advance Rental; the Monthly Rentals, and your covenants
and agreements contained in such Schedule over the Term of that Schedule.
Once a Schedule is signed and delivered by you, you may not cancel that
Schedule, other than cancellation by mutual agreement between you and us.

Any cancellation or termination by us of this Agreement or any Schedule,
supplement or amendment hereto, or the transaction hereunder shall not
release you from any then outstanding obligation to us hereunder.

You understand that the Equipment may be purchased for cash. However, by
signing this Agreement, you acknowledge that you have chosen not to purchase,
but rather to lease the Equipment from us.

TERM OF SCHEDULE

The term of a Schedule will continue for the period of time identified in the
Schedule as the Term, and will include any renewal or extension of such term.

EQUIPMENT ACCEPTANCE; TERM COMMENCEMENT DATE

You accept the Equipment and any Operating Package on the Equipment's
availability for first use, which means on the earlier of (1) five days after
the date we notify you that we have completed assembly and the Equipment and
any Operating Package are operating in accordance with our published
performance specifications or (2) the date you first use the Equipment and
any Operating Package for patient use. However, if the Equipment's
availability for first use is delayed for any reason for which we are not
responsible, the Equipment's availability for first use may, at our
discretion, be declared to be thirty days after the date that the Equipment
is delivered to the Site.

The Term of a Schedule will commence upon the "Term commencement date" which
means the Equipment's availability for first use.

ADVANCE RENTAL

The Advance Rental stated in a Schedule is due and payable by you to us at
the time you sign and deliver the Schedule. Subject to set-off for payments
made or expenses incurred by us, we will refund the Advance Rental paid by
you with respect to a Schedule if the Schedule is terminated in writing,
before any part of the Equipment is delivered to the Site, (1) by you or us
as a direct result of the other's material breach of a material term or
condition of a Schedule or (2) by mutual written agreement between us.

MONTHLY RENTAL

Monthly Rentals commence on the Term commencement date specified in the above
section entitled "Equipment Acceptance; Term Commencement Date" and are due
and payable in advance on that date and on the same day of each consecutive
month thereafter. Monthly Rentals will be payable to us addressed to: Mail
Code W-490, P.O. Box 414, Milwaukee, Wisconsin 53201 or such other address as
we may direct.

MANUFACTURE AND FINAL ASSEMBLY

We may use refurbished parts in the Equipment and any Operating Package as
long as we use the same quality control procedures as for new parts.

You are responsible for making the Site ready for installation in compliance
with our written specifications. We are responsible for assembling the
Equipment and connecting it in electrical outlets provided by you. You have
to pay for any employees other than ours whom you use or we are directed to
use for installation or assembly.

NON-LISTED PRODUCTS

We do not install, test, certify or provide any software license or warranty
for products which are not listed in our price pages at the time of
acquisition by you. These products are normally identified by NL or NW series
numbers. However, we will pass on to you any manufacturer or dealer warranty
received by us with respect to these products, to the extent, such a warranty
may be passed on to you.

TESTING AND CERTIFICATION

You have to provide any government permits and approvals needed for
installation and use of the Equipment.

We will complete final testing using our appropriate performance
specifications, instruments and procedures. We will file any required Federal
and State reports relating to our installation activities.



                                 Page 3 of 9

<PAGE>


MASTER LEASELINE AGREEMENT
-----------------------------------------------------------------------------
TRANSPORTATION, RISK OF LOSS; AND TITLE

Delivery dates are approximate.

We keep responsibility for transportation and risk of loss until the
Equipment and any Operating Package reach the f.o.b. point identified in the
Schedule. When the Equipment and any Operating Package reach the f.o.b.
point, you take over responsibility for transportation charges and risk of
loss. The use of the term "risk of loss" herein shall include, but shall not
be limited to, the entire risk of any loss, damage to, or destruction of any
unit of Equipment and any Operating Package from any cause whatever.

Title to the Equipment and any Operating Package will remain to us free and
clear of any lien or encumbrance of anyone other than us, subject only to
your right to peaceful possession and use under a Schedule. We may label the
Equipment and any Operating Package in a prominent place. You agree not to
remove labels.

You agree that the Equipment will remain personal property regardless of how
it is attached to real property. You agree that the Equipment will be used in
the conduct of your business and in a manner complying with all applicable
laws.

ACCESS AND REMOVAL

We may have unrestricted access to the Equipment and any Operating Package at
all reasonable times while a Schedule is in force and unrestricted access at
all reasonable times to remove the Equipment and any Operating Package after
expiration or earlier termination of a Schedule.

At the expiration of a Schedule and with not less than 30 days' prior written
notice from you to us, we will remove and return the Equipment and any
Operating Package at our expense, including all transportation, with the
exception of magnetic resonance and radiation oncology Equipment, the removal
and return of which will be at your expense, including all transportation,
provided however, that in the case of magnetic resonance and radiation
therapy Equipment, if we so require, such Equipment shall be de-installed by
our authorized representative or other service person as is reasonably
satisfactory to us, all at our own expense. The cost of removal and return,
including all transportation, prior to the expiration of the Term of a
Schedule will be at your expense. If you make modifications to the Site after
the Equipment has been installed which impede the removal of the Equipment,
the cost of removing the impediments and restoring the Site will be at your
expense.

The Equipment and any Operating Package will be returned to us or our
assigns, on the expiration or earlier termination of a Schedule in the same
condition and appearance as when received by you (reasonable wear and tear
excepted) and in good working order and condition, operable in accordance
with out then prevailing performance specifications for them. If the Equipment
and any Operating Package are not so returned, we, at your sole expense, may
have the Equipment and any Operating Package restored to such a condition.

ALTERATION AND MOVEMENT OF EQUIPMENT OR OPERATING PACKAGE

You will not, without our prior written consent, alter or change the
Equipment or any Operating Package. Any modification, improvement or
substitution becomes our property. We reserve the right to modify the
Equipment and any Operating Package as may be required by law or regulation
or to avoid alleged patent or copyright infringement.

You will not move the Equipment or any Operating Package from the Site to any
other location, except with our advance written consent. All costs of moving
the Equipment and any Operating Package during the Terms of a Schedule will
be at your expense.

ADDITIONS OR REPLACEMENTS

If you request, additional or replacement Equipment or Operating Packages
will be furnished on our terms and rates then in effect.

If, after the signing and delivery of a Schedule, applicable law sets
different standards that require us to modify or replace the Equipment or any
Operating Package, we will adjust the Monthly Rental to reflect those
necessary modifications or replacements on our terms and rates then in effect.

CARE AND MAINTENANCE OF EQUIPMENT

Care of the Equipment and any Operating Package is your sole obligation and
responsibility. You agree to care for and maintain the Equipment and any
Operating Package in good working order and operating condition at all times
during the Term of a Schedule in accordance with our then prevailing
specifications.

You promptly will make all repairs, except those resulting from any breach of
our warranty, and will effect such repairs, replacements, parts, and the like
as might be necessary to maintain the Equipment and any Operating Package in
good working order and operating condition at all times during the Term of a
Schedule in accordance with our then prevailing specifications.

The cost of all such care, maintenance, repairs, replacements, parts and the
like will be borne solely by you as a normal operating cost incident to a
Schedule. We have the right to inspect the Equipment and its maintenance
records at all reasonable times during the Term of a Schedule.

All repairs, replacements, substitutions, parts, and the like and all other
accessions to the Equipment and/or any Operating Package will become our
property and be subject to the terms and conditions of that Schedule.

You assume full responsibility for the safety and any consequence of lack of
safety of the Equipment and any Operating Package while you have the right to
possession or control of the Equipment.


                                 Page 4 of 9

<PAGE>

MASTER LEASELINE AGREEMENT
-------------------------------------------------------------------------------

The Equipment and any Operating Package will be returned to us or our
assigns, on the expiration or earlier termination of a Schedule in good
working order and condition, operable in accordance with our then prevailing
performance specifications for them. If the Equipment and any Operating
Package are not so returned, we, at your sole expense, may have the Equipment
and any Operating Package restored to such a condition.

OPERATING INSTRUCTION

We will provide any agreed upon Equipment operating instruction to one or
more of your full-time employees or staff members as described in an exhibit
attached to a Schedule.

OPERATING AND BASIC SERVICE SOFTWARE LIMITED LICENSE

You are granted a limited license for any Licensed Software delivered by us
to you under a Schedule. You are not granted a license for my other Software.

     LICENSE.  This license allows you to:

     (1) Use and permit your service contractors while servicing the
     Equipment to use the Licensed Software only on the Equipment at the
     Site. You must obtain a supplementary license form as (which we may or
     may not grant) before using the Licensed Software in connection with any
     other equipment.

     (2) Make one copy of the Licensed Software in machine-readable form
     solely for backup purposes. You must reproduce on each copy the
     copyright notice and any other proprietary legends that were on the
     original copy.

     RESTRICTIONS.  You may not distribute copies of the Licensed Software to
     others or electronically transfer the Licensed Software from one
     computer to another over a network. The Licensed Software contains trade
     secrets. In order to protect them you may not decompile, reverse
     engineer, disassemble, or otherwise reduce the Licensed Software to a
     human-perceivable form. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT,
     LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, NETWORK, OR CREATE
     DERIVATIVE WORKS BASED UPON THE LICENSED SOFTWARE OR ANY PART THEREOF.

     COPYRIGHT. All software is protected by the copyright laws of the United
     States and by applicable international treaties. No rights under
     copyrights are transferred to you, except as specifically provided in
     the above "License" subsection.

     OWNERSHIP. All Software, documentation and tools related to the
     Equipment (except Operating Documentation and Operating Tools) remain
     our property. The media on which the Licensed Software is recorded or
     fixed is your property. With respect to Software recorded on your media,
     we may request that you erase our Software rather then remove it. All
     Software and the media on which all Software other than Licensed
     Software is recorded or fixed is our property. If you receive Licensed
     Software under a Schedule that renders Licensed Software that you then
     have redundant, you must return the redundant Licensed Software to us or
     certify in writing that you have erased all copies of it.

     PROPRIETARY SERVICE MATERIALS. In connection with the installation,
     configuration, maintenance, repair, and/or de-installation of the
     Equipment, we might deliver to the Site, along with the Equipment or
     separately, and store at the Site, attach to or install on the
     Equipment, and use an InSite Package or parts of this package which have
     not been purchased by or licensed to you. You hereby consent to this
     delivery, storage, attachment, installation and use, and to the presence
     of our locked cabinet or box in the Site for storage of this property,
     and to our removal of all or any part of this property at any reasonable
     time, all without charge on us. The presence of this property within the
     Site will not give you any right or title to this property or any
     license or other right to access, use or decompile this property. Any
     access to or use of this property (except your use of our Advanced
     Service Package in compliance with our written direction to you to
     determine Equipment performance on our behalf) and any decompilation of
     this property by anyone other than our personnel is prohibited. You
     agree that you will use reasonable efforts to protect this property
     against damage or loss and to prevent any access to or use or
     decompilation of this property contrary to this prohibition.

YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS

You hereby represent and warrant to us, and covenant that as of this date
hereof and on the date of execution of each Schedule hereto that.

          (a)  You are, and will remain, duly organized, existing and in good
               standing under the laws of the State set forth on the first
               page of this Agreement, have your chief executive offices at
               the location set forth on such page, and you are, and will
               remain, duly qualified and licensed in every jurisdiction
               wherever necessary to carry on your business and operations,
               including, but not limited to the jurisdiction(s) where the
               Equipment is or is to be located.

          (b)  You have adequate power and capacity to enter into, and to
               perform your obligations under this Agreement, each Schedule
               and any other documents evidencing, or given in connection
               with, any of the transactions contemplated by a Schedule (all
               of the foregoing being hereinafter referred to as the "Lease
               Documents"):

          (c)  This Agreement and the other Lease Documents have been duly
               authorized, executed and delivered by you and constitute
               legal, valid and binding agreements enforceable under all
               applicable laws in accordance with their terms, except to the
               extent that the enforcement of remedies may be limited under
               applicable bankruptcy and insolvency laws:


                                 Page 5 of 9
<PAGE>


MASTER LEASELINE AGREEMENT
-------------------------------------------------------------------------------

          (d)  No approval, consent or withholding of objections is required
               from any governmental authority or instrumentality with respect
               to the entry into, or performance by you, or any of the Lease
               Documents, except such as may have already been obtained:

          (e)  Your entry into, and performance of the Lease Documents will
               not (i) violate any of your organizational documents or any
               judgement, order, law or regulation applicable to you, or
               (ii) result in any breach of, constitute a default under, or
               result in the creation of any lien, claim or encumbrance on
               any of your property (except for liens in favor of us)
               pursuant to, any indenture mortgage, deed of trust, bank loan,
               credit agreement, or other agreement or instrument to which
               you are a party:

          (f)  There are no suits or proceedings pending or threatened in any
               court or before any commission, board or other administrative
               agency against or affecting you which could, in the
               aggregate, have a material adverse effect on you, your
               business or operations, of your ability to perform your
               obligations under the Lease Documents;

          (g)  All financial statements delivered to us by you have been
               prepared in accordance with generally accepted accounting
               principles, and since the date of the most recent financial
               statement, there has been no material adverse change.

          (h)  The Equipment is not, and will not be, used by you for
               consumer, personal, family or household purposes;

          (i)  The Equipment is, and will remain in good condition and repair
               and you will not be negligent in the care and use thereof;

          (j)  The Equipment is, and will remain, free and clear of all
               liens, claims and encumbrances of every kind, nature and
               description;

          (k)  All Equipment shall remain personal property regardless of
               how and to what degree it may be affixed or attached to any
               building or structure or what may be the consequences of its
               being removed from such building or structure, or for what
               purpose the Equipment or the building or structure may be
               used. You agree not to remove any of the Equipment from Site
               without our prior written consent;

          (l)  You shall keep all of the Equipment free and clear all liens,
               claims and encumbrances; and

          (m)  You shall not, without our prior written consent, (i) part
               with possession of any of the Equipment (except to us or for
               maintenance and repair), (ii) remove any of the Equipment
               from the continental United States, or (iii) sell, rent,
               sublease, mortgage, grant a security interest in or otherwise
               transfer or encumber any of the Equipment.

INSURANCE

We, at our own expense, will maintain Fire and Extended Coverage Insurance on
the Equipment (with the exception of Equipment installed on mobile,
transportable or relocatable vans or trailers). The proceeds of this
insurance in the event of loss or damage will be applied, at our sole
discretion, to the repair or a comparable replacement of the Equipment and/or
the payment of some or all of your monetary obligations under a Schedule.
You will be responsible for any loss or damage to the Equipment from any
cause not included as part of the above insurance coverage. You agree to
insure any Equipment installed in mobile, relocatable or transportable vans or
trailers for such amounts and against such hazards as we might require.
Notwithstanding the above insurance coverages, you will be solely responsible
for any loss or damage from any cause where such loss or damage is the result
of negligence or willful misconduct on the part of anyone other than us or
our agents or service contractor.

TAXES

You will not be obligated to pay any federal, state or local tax imposed upon
or measured by our net income. You will report (to the extent that it is
legally permissible) and pay promptly all other taxes, fees and assessments
relating to the Equipment or the purchase, ownership, delivery, leasing,
possession, use, operation or service of the Equipment, or any Schedule (all
hereinafter called "Taxes"). You will (1) reimburse us upon receipt of our
written request for reimbursement for any Taxes charged to or assessed
against us, (2) on our request, submit to us written evidence of your payment
of Taxes, (3) on all reports or returns show the ownership of the Equipment
by us and send a copy of the tax report or return to us, or (4) provide us
with a tax exemption certificate acceptable to the taxing authority.

FILING

You will sign and return to us, when requested, such instrument(s) as
applicable law requires or permits to give public notice of our interest in
the Equipment. You hereby irrevocably appoint us or our designee as your
agent and attorney-in-fact to sign such instrument(s) on your behalf and to
file them.

EXCUSABLE DELAYS

We are not liable for delays in performance or delivery due to a cause beyond
our reasonable control. These causes include, without limitation, any delay
of sources to supply materials and equipment, government priorities, labor or
transportation problems, fire, flood, explosions and acts of God. If such a
delay occurs, we may extent our performance or delivery time by a period of
time equal to the delay.


                               Page 6 of 9
<PAGE>

MASTER LEASELINE AGREEMENT
-------------------------------------------------------------------------------
LIMITED WARRANTIES AND DISCLAIMER

We provide specific written warranties applicable to the Equipment and any
Licensed Software provided under a Schedule. The applicable warranties are
identified in the Schedule and are attached to the Schedule as an exhibit.
Except as set forth in the below section entitled "Patent and Copyright
Limited Warranties," there are no other warranties provided under this
Agreement or any Schedule. All such items are provided AS IS. NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO ANYTHING
PROVIDED BY US OR OUR SERVICE CONTRACTOR.

PATENT AND COPYRIGHT LIMITED WARRANTIES

We warrant that the Equipment and any Operating Package, at the time of
delivery to you, are not subject to any valid patent or copyright
infringement claim. We will defend or settle any suit against you to the
extent it is based on an infringement claim which would be a breach of this
warranty. If the infringement claim is valid, we will pay all damages and
costs awarded against you due to the breach. In addition, we will obtain a
license for you to continue using the infringing items, provide a
non-infringing replacement, alter the item so that it is non-infringing, or
remove the infringing item and refund any Advance Rental and Monthly Rentals
for the infringing item (not including those paid during the period of use)
and any return transportation costs paid by you. No patent or copyright
warranty applies to anything manufactured, developed or modified to your
design, specification, or instruction, or to a combining of the Equipment or
our Operating Package with products of others or with incompatible products
of ours or to any products which are not listed in our price pages at the
time of acquisition by you.

CONFIDENTIALITY OF INFORMATION.

We and our service contractor will treat patient information as confidential.

INDEPENDENT CONTRACTOR

We are an independent contractor of yours. Our employees are under our
exclusive direction and control. Our service contractor's employees are under
our service contractor's exclusive direction and control. Nothing in a
Schedule will be construed to designate us, any of our employees, nor service
contractor or any of its employees as your employees, joint ventures or
partners.

FINANCIAL STATEMENTS

Upon our request during the Term of a Schedule, you will provide us with
copies of your annual financial statements which will include your balance
sheet, statement of revenues and expenses, a statement of sources and uses of
funds, and notes to your financial statements prepared by an independent
certified public accountant for each of your fiscal years that partially or
completely falls within the Term of a Schedule. Between fiscal years, you will
provide us, upon our request, the most recent copies of your previously
mentioned financial statements, which need not be audited but must be
certified by your chief financial employee.

RECORD RETENTION AND ACCESS

If section 42 USC Section 1305 (9)(1)(I) of the Social Security Act applies
to a Schedule, subsections (i) and (ii) of that section are made a part of
the Schedule. In such an event, we agree to retain and make available and to
insert the requisite clause in each applicable subcontract requiring our
subcontractor to retain and make available, the contract(s), book(s),
document(s) and record(s) to the person(s) upon the request(s), and for the
period(s) of time as required by these subsections.

ASSIGNMENTS AND SUBLEASING

We may assign a Schedule or any interest of ours in a Schedule to any person
or entity. Our assignees may reassign a Schedule to us. If the entity to
which we assign a Schedule or any interest of ours in a Schedule is not an
affiliated entity of ours, we will provide you with prior written notice of
such assignment. Such notice to you will be for informational purposes only
and you do not, and will not have any right to approve or object to such
assignment. You agree that if we do assign a Schedule, our assignee will have
the same rights and benefits we now have. You agree that the rights of our
assignee will not be subject to claims, defenses or set-offs that you may
have against us.

We may subcontract to a service contractor of our choice, any service
obligations to you. No such assignment or subcontractor will release us from
those obligations, if any, to you.

You may not assign or otherwise transfer a Schedule, or any interest in a
Schedule, without prior written consent. Any assignment or transfer without
this type of consent will be void.  Any consent to such assignment or
transfer will not be deemed to be a consent to any later assignment or
transfer.

You will not sublease the Equipment in whole or in part without our prior
written consent. Any sublease without this type of consent will be void.

No Schedule or interest in a Schedule and no Equipment or any related
Operating Package or service will be subject to involuntary assignment or
transfer. Any such attempted assignment, sublease, sublicense, transfer or
sale will be void, and will, at our option, terminate the Schedule and each
and every sublease of Equipment.

                                Page 7 of 9

<PAGE>

MASTER LEASELINE AGREEMENT
-------------------------------------------------------------------------------
LIMITATIONS OF REMEDIES AND DAMAGES

THE TOTAL LIABILITY OF US AND OUR REPRESENTATIVES TO YOU AND YOUR EXCLUSIVE
REMEDY RELATING TO A SCHEDULE AND THE WARRANTY SERVICE TO BE PROVIDED UNDER
IT IS LIMITED TO THE MONTHLY RENTAL FOR THE SERVICE WHICH IS THE BASIS FOR
THE CLAIM.

You agree that we and our representatives have no liability to you for (1)
any penal, incidental, or consequential damages such as lost profit or
revenue, (2) any assistance not required under the Schedule, or (3) anything
occurring after the end of a Schedule.

You will be barred from any remedy unless you give us prompt written notice
of the problem.

This is a commercial lease transaction. Any claim related to this contract
will be covered solely by commercial legal principles. WE, OUR
REPRESENTATIVES AND YOU WILL NOT HAVE ANY NEGLIGENCE, OR OTHER TORT LIABILITY
TO THE OTHER ARISING FROM A SCHEDULE.  This limitation does not affect claims
by third parties for personal injury due in our, our representatives', or
your negligence or product liability.

END-OF-TERM OPTIONS

Within one hundred eighty days prior to the expiration of the original Term
of a Schedule or any subsequent Term, you may elect, by written notice to us,
one or more end-of-term options then offered by us if you are not in breach
of any term or condition of that Schedule. Normally, the options would
include the following: (1) your renewal of that Schedule for a one or two
year Term at a Monthly Rental determined at the time of renewal (based on
the Equipment's then fair market value), (2) your purchase of the Equipment,
on an AS IS -- WHERE IS basis without recourse to or warranty by us, at its
then fair market value, or (3) your return of the Equipment to us.  If you do
not elect any end-of-term option offered by us, the original Term of that
Schedule will be automatically extended on a month-to-month basis, for a
period not to exceed eleven (11) months, at the highest Monthly Rental under
that Schedule.  If at the end of this eleven (11) month extension period, you
have not elected one of the three above stated end-of-term options, you will
be considered to be in default of the terms of a Schedule.

EVENTS OF DEFAULT

An event of default will occur under a Schedule if you (1) fail to pay any
installment of Advance Rental, Monthly Rental or other payment required under
the Schedule when due and such failure continues for a period of ten days, or
(2) are determined by us to have made any false or misleading statement or
representation in connection with a Schedule of this Agreement including, but
not limited to, the representations and warranties contained in the "Your
Representations, Warranties and Covenants" section above, or (3) attempt,
without our prior written consent, to sell, assign, sublease or otherwise
transfer or encumber all or any part of your interest in a Schedule, the
Equipment or any Operating Package, or (4) fail to perform or observe any
other covenant, condition or agreement to be performed by you under a
Schedule or this Agreement, and such failure continues uncured for a period of
ten days after written notice is sent by us, or (5) terminate your existence,
enter into a merger or consolidation, or permit a change in your ownership or
management control, or (6) fail, at the end of the eleven (11) month
extension period, to elect one of the three, previously identified,
end-of-term options, or (7) become insolvent or cease to do business as a
going concern, or (8) or any Guarantor of your obligations hereunder become
the subject of a petition, either voluntary or involuntary, under any
bankruptcy, insolvency or reorganization law, and in the case of any
involuntary petition, the petition is not dismissed within thirty (30) days
of its filing date, or (9) or any of the Equipment is subjected to, or
threatened with attachment, execution, levy, seizure or confiscation in any
legal proceeding or otherwise, or (10) or any Guarantor of your obligations
under a Schedule have a receiver appointed for any part of your respective
properties.

Your default under a Schedule or a default by you or any entity managed or
controlled by you or by any principal of yours under any other agreement or
contract with us, regardless of when the agreement or contract was entered
into, will, at our sole option, constitute a default of that Schedule and all
other agreements and contracts between you and/or such a principal or entity
and us.

REMEDIES UPON DEFAULT

Upon the occurrence of any event of default under a Schedule and at any time
thereafter, we may, at our sole discretion, do one or more of the following:
(1) collect from you, on all moneys due but unpaid for more than ten days, a
late charge of five cents per dollar on, and in addition to, the amount of
all such moneys, but not exceeding the lawful maximum, (2) terminate any or
all Schedules, whereupon all of your rights to the Equipment, any Operating
Package described in any terminated schedule and every part thereof will
absolutely cease and terminate, (3) declare all sums due and the present
value of all sums to become due for the full Term of any and all Schedules
immediately due and payable, (4) demand that you return all Equipment and any
Operating Package(s) described in any Schedule to us in accordance with the
section entitled "Access and Removal," (5) enter upon any premises where the
Equipment and any Operating Package described in any Schedule are located and
take immediate possession of and remove them, all without liability to us or
our agents for such entry or for damage to property, or otherwise, (6) sell
any or all of the Equipment described in any Schedule at public or private
sale, or otherwise dispose of, hold, use, operate, lease to others or keep
idle the Equipment described in any schedule, with or without notice to you
or advertisement, all free and clear of any of your rights and without any
duty to account to you for such action or inaction or for any proceeds, other
than to apply such proceeds (a) first to any and all costs and expenses,
including, but not limited to legal fees, of such disposition, and (b) to any
amounts owing by you to us, or (7) exercise any other right or remedy which
might be available to us under applicable law including, without limitation,
the rights to specific performance and to recover damages for breach. In
addition, you will be liable for all legal fees and other costs and expenses
resulting from the foregoing defaults and the exercise of our remedies.

                              Page 8 of 9
<PAGE>

MASTER LEASELINE AGREEMENT
-------------------------------------------------------------------------------

You and we hereby waive unconditionally all rights to a jury trial of any
claim or cause of action related to, based upon or arising out of this
Agreement, any Schedule, any related documents, any dealings between us and
you relating to the subject matter of this transaction or any related
transactions and/or the relationship that is being established between us and
you. The scope of this waiver is intended to be all encompassing of any and
all disputes that may be filed in any court. This waiver is irrevocable, and
may not be modified either orally or in writing. This waiver shall also apply
to any subsequent amendments, renewals, supplements or modifications to this
Agreement and to any other documents relating to this transaction or any
related transaction. In the event of litigation, this Agreement may be filed
as a written consent to trial by the court.

SURVIVAL, WAIVER, SEVERABILITY, AND CHOICE OF LAW

All of our rights, privileges and remedies with respect to a Schedule will
continue in full force and effect after the end of the Schedule.

Our failure to enforce any provision of a Schedule is not a waiver of that
provision or of our right to later enforce each and every provision. If any
part of a Schedule is found to be invalid, the remaining part will be
effective. The law of the state where the service is provided will govern any
dispute between us.

Time is of the essence with respect to this Agreement and any Schedule
hereunder.

All notices requested to be given hereunder shall be deemed adequately given
if sent by registered or certified mail to the addressee at its address
stated herein, or at such other place as addressee may have specified in
writing.

ENTIRE AGREEMENT

Each Schedule, including each exhibit, is intended to be a complete and
exclusive statement of the terms of the contract between us. No prior
proposals, statements, course of dealing or usage of the trade will be a part
of a Schedule.

This Agreement may be entered into by, and may be modified only by a writing
signed by, one of our Region Sales Managers, one of our Financial Services
Account Managers, or a designated financial services manager and you.

You and we have caused this Agreement to be executed by a duly authorized
representative of each of us on the date below his/her signature. This
Agreement may be executed in several originals, which together constitute one
in the same Agreement. You and we agree that a signature affixed to any one of
the originals and delivered by facsimile shall be valid, binding, and
enforceable.


GENERAL ELECTRIC COMPANY               MOBILE PET SYSTEMS, INC.


                                        /s/ Paul Crowe
----------------------------------     ----------------------------------------
Authorized Signature                   Authorized Signature


                                       CEO
----------------------------------     ----------------------------------------
Title                                  Title


                                        1/21/00
----------------------------------     ----------------------------------------
Date                                   Date


                                       San Diego, CA               619 226-6738
----------------------------------     ----------------------------------------
City           State     Telephone     City           State           Telephone


                                       Send Executed Documents To:
                                       PAUL CROWE

                                       ----------------------------------------


<PAGE>

[Logo]  GE HEALTHCARE FINANCIAL SERVICES

-------------------------------------------------------------------------------

                              SCHEDULE NUMBER 001
                                      TO
                    MASTER LEASELINE* AGREEMENT NUMBER 2007
                               CONTRACT NUMBER
                        DATE PREPARED JANUARY 15, 2000

This Schedule is attached to and made a part of the Master Leaseline
Agreement identified above. This Schedule sets forth specific terms and
conditions in addition to those in the Master Leaseline Agreement.

-------------------------------------------------------------------------------
MASTER CUSTOMER NAME AND ADDRESS       SCHEDULE CUSTOMER NAME AND ADDRESS

NAME:                                  NAME:
MOBILE PET SYSTEMS, INC.               MOBILE PET SYSTEMS, INC.
ADDRESS:                               ADDRESS:
2240 SHELTER ISLAND DRIVE              2240 SHELTER ISLAND DRIVE
SUITE 205                              SUITE 205
SAN DIEGO, CA 92106                    SAN DIEGO, CA 92106
                                       FED. I.D. OR SS#: 33-0831137

-------------------------------------------------------------------------------
                            TRANSACTION IDENTIFICATION

     Order Control Print (OCP): 850         FDO Number:  83121

     Quotation Number: CVTC21B              Submitted By: Mai Pham

-------------------------------------------------------------------------------
         EQUIPMENT, OPERATING PACKAGE, DELIVERY AND WARRANTY TERMS

 See Exhibit Number One, if any, attached to and made a part of this Schedule

Equipment:  1 - GE ADVANCE PET IMAGING SYSTEM

-------------------------------------------------------------------------------
                          EQUIPMENT (SITE) LOCATION

Fixed Site    NAME  Mobile System

   OR         ROOM      BUILDING     STREET     CITY     STATE

Mobile Site   VEHICLE MAKE     MODEL       YEAR        SERIAL AND/OR ID NUMBER

              OPERATING AREA DESCRIPTION

-------------------------------------------------------------------------------
                              TERMS AND RENTALS

TERM

Term of Schedule: 60 months. The Term of this Schedule will commence on the
Term commencement date specified in the "Equipment Acceptance: Term
of Schedule" section of the Master Leaseline Agreement and continue
for the Term specified immediately above, subject to and in accordance with
the terms and conditions of this Schedule.

ADVANCE RENTAL

Advance Rental: $46,167.00. Your payment of the Advance Rental to us will be
upon or before your execution and return of this Schedule to us. Our
retention of the Advance Rental is subject to the "Advance Rental" section of
the Master Leaseline Agreement. We will apply the Advance Rental to your
Monthly Rental obligations under this Schedule as follows:

/X/ first Monthly Charge;   /X/ last Monthly Charge:  / / Other:

MONTHLY RENTAL

Monthly Rental: 3 @ $14,000.00, 3 @ $19,000.00, 6 @ 32,167.00, 48 @ $43,417.00
plus applicable tax.
(Equipment: 3 @ $14,000.00, 3 @ $19,000.00, 56 @ $32,167.00 plus tax;
Service: 12 @ 0.48 @ $11,250.00

Your payment of Monthly Rentals to us will be in accordance with the "Monthly
Rental" section of the Master Leaseline Agreement.

*Registered in U.S. Patent and Trademark Office.


                                  Page 1 of 2

<PAGE>
===============================================================================
                          MODALITY SPECIAL TERMS
Our special terms, described below, that pertain to the modality of the
Equipment of this Schedule are attached to and made a part of this Schedule:

   Magnetic Resonance Special Terms            CT Special Terms
   X-Ray Special Terms                         Ultrasound Special Terms
   Nuclear Special Terms                       Radiation Oncology Special Terms
===============================================================================

                  ADDITIONAL OR MODIFIED TERMS OR CONDITIONS

Any modified or additional terms or conditions of this Schedule are set forth
in the following Exhibit(s) to this Schedule: A, B
===============================================================================

This Schedule to the Master Leaseline Agreement identified above has been
executed by a duly authorized representative of each of us on the date below
his/her signature.

GENERAL ELECTRIC COMPANY                          MOBILE PET SYSTEMS, INC.


----------------------------------           -----------------------------
Authorized Signature                         Authorized Signature


----------------------------------           -----------------------------
Title                                        Title




----------------------------------           -----------------------------
Date                                         Date

----------------------------------           -----------------------------
City          State     Telephone            City          State     Telephone


----------------------------------
Credit Approved By   Date of Approval


                                 Page 2 of 2

<PAGE>

[logo] GE HEALTHCARE FINANCIAL SERVICES
===============================================================================

                                    EXHIBIT A
                          TO SCHEDULE NUMBER 001 TO
                    MASTER LEASELINE AGREEMENT NUMBER 2007
                               CONTRACT NUMBER
                         DATE PREPARED JANUARY 15, 2000
                       (BASIC SERVICE/NO MR, NO TIP TV)
                [TO BE USED WITH MASTER LEASELINE AGREEMENT ONLY]

This Exhibit is attached to and made a part of the Schedule identified above.
This Exhibit sets forth specific terms and conditions in addition to those in
the Schedule and the Master Leaseline Agreement to which the Schedule is
attached. Capitalized terms not defined herein shall have the meanings
assigned to them in the Schedule or the Master Leaseline Agreement identified
above.

With respect to this Schedule only, this Schedule is amended and supplemented
by adding the following provisions:

A.  DEFINITION OF "COVERAGE HOURS":
    -------------------------------
         For purposes of this Schedule, the term "Coverage Hours" shall mean
         the hours specified in this Exhibit during which Equipment
         service/maintenance will be performed.

B.  LIMITATION OF SCOPE OF "SCHEDULE" AND "EQUIPMENT":
    --------------------------------------------------
         Notwithstanding the definitions of "Schedule" and "Equipment" set
         forth in the Master Leaseline Agreement referenced above, for the
         purposes of this Schedule only, the terms "Schedule" and "Equipment",
         and used herein, regardless of any article or other qualifying language
         appearing before them, shall only refer to this Schedule and to the
         Equipment described in this Schedule respectively.

C.  CARE AND MAINTENANCE OF EQUIPMENT:
   -----------------------------------
The section entitled "Care and Maintenance of Equipment" set forth in the
Master Leaseline Agreement to which this Schedule is attached is for the
purposes of this Schedule only, hereby deleted in its entirety and replaced
with the following:

         "OUR MAINTENANCE AND REPAIR SERVICES
         We will provide certain service, specifically described in this
         section, to the Equipment within the applicable service Coverage
         Hours, identified in a Schedule, of our standard workweek (Monday
         through Friday excluding our observed holidays) or such other period
         of time identified in the Schedule.

         SPECIAL SERVICE CONDITIONS
         --------------------------

         Subject to the availability of personnel, we will provide, at your
         request and additional expense, service outside the coverage hours
         chosen by you in the Schedule. The charge for service rendered during
         this time will be our standard overtime rate then in effect for
         service contract customers with this type of Equipment, including
         round trip travel time. You will be charged a minimum of two hours
         per call. Other travel expenses and overnight living expenses will
         be charged at actual cost in accordance with our standards for
         business expense remuneration of our employees.

         PLANNED MAINTENANCE SERVICE
         ---------------------------
         Planned Maintenance Service for Equipment will be pursuant to our
         applicable specifications, for each item of Equipment, at GE
         recommended intervals.

*Trademark of General Electric Company

                                    Page 1 of 5
<PAGE>

SERVICE AGREEMENT
-------------------------------------------------------------------------------

REPAIR SERVICE

Repair service with all necessary replacement parts on a new or exchange
(refurbished) basis, including x-ray tubes and detectors for computed
tomography Equipment, glassware for x-ray Equipment, crystals and detectors
for nuclear medicine Equipment and probes for ultrasound Equipment, emergency
transportation fees, and labor to install our replacement parts, as required.
Functionally equivalent used parts may be used when necessary to maintain
Equipment operation.

This subpart sets forth your exclusive remedy and our sole liability for any
damage caused by us to the Equipment. At the end of a Schedule, all such
liability will terminate.

Replaced parts are our property and will be promptly removed by us from the
Site.

YOUR RESPONSIBILITIES

During the Term of a Schedule, you will do the following, depending upon the
modality of the Equipment:

Maintain the Site and environment (including temperature and humidity
control, incoming power quality, and fire protection system) in a condition
suitable for operation of the Equipment.

Ensure the Equipment is used at all times by properly qualified and
appropriately licensed personnel in accordance with the requirements of the
Equipment Operation Manual.

Provide and maintain an appropriate phone line at the Site for our use of an
InSite Package, if applicable.

Make normal operator adjustments to the Equipment as specified in the
Equipment Operation Manual.

Authorize your designated representative to act with your full authority to
provide to us, with respect to magnetic resonance Equipment, accurate
crystal meter readings and to receive notifications from us relative to
cryogen quantity and delivery schedules.

Provide, with respect to magnetic resonance Equipment, all transfer fill
lines and cryogens in non-magnetic dewar containers in the quantities,
quality and in accordance with the delivery schedule we specify.

Ensure that any shield cooler system of the magnetic resonance Equipment
(including those in vans or trailers in transit) is in operation at all times
and that we are immediately notified if it is not.

With respect to radiation therapy Equipment, ensure that qualified personnel
perform regular tests of dose calibration and beam quality control, and
maintain appropriate levels of dose calibration and beam quality at all
times, regardless of our and/or our service contractor's acts or omissions to
act.

After any service is performed and before the radiation therapy Equipment
is again used, ensure that qualified personnel perform appropriate tests of
dose calibration and beam quality control.

Maintain and make available to our representative a written log of any
Equipment problems encountered as well as steps taken by anyone other than us
or our service contractor to correct such problems.

Make the Equipment available without restriction for service in accordance
with a mutally acceptable service appointment schedule.

Provide an appropriate delivery dock and storage facility.

EXCLUSIONS

This Agreement does not cover the following:

Any service to water chillers, except for those water chillers which are an
integral part of an x-ray system, or to any products which are not listed in
our price pages at the time of acquisition by you.

Any other service specifically excluded in the "Excluded Equipment/Service"
subsection of a Schedule.

The replacement of power supply equipment, accessories or any disposable,
consumable or supply items.

The provision, payment or reimbursement of any rigging or facility cost.


* Trademark of General Electric Company


                                  Page 2 of 5
<PAGE>

SERVICE AGREEMENT
-------------------------------------------------------------------------------

Any service or downtime necessitated as the result of (1) a design,
specification or instruction provided by you or your representative; (2)
your failure to fulfill your obligation or responsibilities under this
Agreement; (3) the failure of anyone other than us or our service contractor
to comply with our written instructions or recommendations; (4) your
combining the Equipment with any item of others or with any incompatible item
of ours; (5) any alteration or improper storage, handling, use or maintenance
of any part of the Equipment by anyone other than us or our service
contractor; (6) your failure to acquire or install upgrades, or take
other actions, which we may recommend so that the Equipment properly
functions using dates after December 31, 1999; (7) any item of others failing
to properly function using dates after December 31, 1999; (8) design or
manufacturing defects in any item of others; (9) anything external to the
Equipment, including building, van or trailer structural deficiency, power
surge, fluctuation or failure, or air conditioning failure, and (10) anything
beyond our reasonable control, other than service necessitated by normal
Equipment usage.

The cost of factory reconditioning when, in our opinion, it is necessary to
have the Equipment or any component of the Equipment rebuilt at the factory
because repair or parts replacement by us within the Site cannot maintain it
in satisfactory operating condition.

Responsibility for anything related to radiation therapy Equipment dose
calibration or beam quality control; and neither we nor our representatives
shall have any liability arising out of inadequate or improper dose
calibration or beam quality control.

OUR SERVICE REPRESENTATIVE

Our and our service contractor's personnel will comply while at the Site with
all of your reasonable policies and procedures not inconsistent with the terms
and conditions of a Schedule.

OPERATING INSTRUCTION

We will provide any agreed upon Equipment operating instruction to one or
more of your full-time employees or staff members as described in an exhibit
attached to a Schedule.

UPTIME ASSURANCE

If the Equipment under a Schedule is out of service (incapable of producing
medical images) due to design, manufacturing material or service defects, we
will provide certain service and Uptime Assurance, chosen by you in that
Schedule and specifically described in this section.

The purpose of this Uptime Assurance is to make sure you realize your
reasonable uptime expectations and we realize our reasonable revenue
expectations with respect to that Equipment.

BASIC CARE (8)

If InSite is available for your type of Equipment, InSite Assistance will be
utilized for first pass on all service requests, and you agree to call our
InSite Center and provide necessary information and incidental assistance to
permit effective InSite operation.

We will use reasonable efforts to ensure:

The field engineer will respond by phone in a service call within 60 minutes.

For CT, MR and Vascular Equipment, a field engineer will arrive on-site within
four hours of service request during your Coverage Hours. For Nuclear,
General X-Ray, PET, and Ultrasound Equipment, the field engineer will arrive
on-site within 24 hours of service request during your Coverage Hours. If you
request on-site arrival time in less than the time period shown above for any
service call, you agree to pay a response time expediting fee of $150 in
relation to that service call.

Critical parts (parts which render the Equipment unable to produce clinical
images) will be delivered within one day of field engineer identification of
part need. If you request same day parts delivery, you agree to pay a parts
expediting fee of $150 in relation to those parts.

Cosmetic repairs, GE Field modification instructions, and GE software
revisions will be performed during your Coverage Hours.

A discount of 10% is available for all accesories you purchase from us for
use on or with the Equipment.


* Trademark of General Electric Company


                                  Page 3 of 5
<PAGE>


SERVICE AGREEMENT
-------------------------------------------------------------------------------

We promise at least 90% uptime performance for the Equipment. Should the
Equipment fail to meet the 90% uptime performance promise in any six month
period due to our design, manufacturing, material or service defects, and you
pay all Monthly Charges with respect to that Schedule in accordance with the
terms and conditions of the Schedule, then we will provide an extension of
the Term of that Schedule with respect to that Equipment at no additional
charge, as follows:


% in Service                         Extension
-------------                        ----------

90-100                               0 weeks
85-89.9                              4 weeks
LESS THAN 85                         6 weeks


The above is your sole and exclusive remedy for our failure to meet our
uptime performance promise.

UPTIME PERFORMANCE CALCULATIONS

Under Basic Care coverage, we will determine the performance of the Equipment
at six month intervals during each year the Equipment is under the service
coverage specified in that Schedule.

The basis for each measurement period is your elected Coverage Hours of A
hours per day, B days per week for 26 weeks, less C hours spent on planned
maintenance during the interval.

a hours per day x b days
   per week x 26 weeks               a x b x 26 weeks               hrs

-c hours for planned maintenance     (a x b x 26) - c weeks         hrs

required in-service hours at
   your % guarantee                  [[a x b x 26] - c] x your %    hrs

Your Equipment will be considered inoperable and out of service under the
uptime performance promise if due to our design, manufacturing, material, or
service defects, the Equipment is unavailable for scanning patients and
diagnosing images on the Equipment display console or operator's console.
Peripheral equipment such as remote console, magnetic tape drive, hard copy
devices, multi-format and laser cameras are excluded from the terms of the
uptime performance promise. Repair and adjustments required for anything
other than Equipment failure, and damage or inoperability due to any cause
other than our design, manufacturing, material or service defects will be
excluded from the uptime performance promise calculation, including but not
limited to damage through misuse, operator error, inadequate environmental or
air conditioning protection or failure, power failure and acts of God.
Planned maintenance time will not be included in the calculation of downtime.
If our responding service representative agrees the Equipment is inoperable
due to our design, manufacturing, material or service defects, the Equipment
will be considered out of service from the time the request was received at
our designated facility until the Equipment is once again turned over to you
for operation. Should you fail to give us immediate and unencumbered access
to the Equipment or continue to obtain scans after notifying us of any
Equipment failure, the Equipment will be considered to be in service.

Regardless of anything in this section to the contrary, you will not be
entitled to any benefit under this section if the inability of the Equipment
to operate is due to an event described in the above "Exclusions" provision or
your failure to fulfill your duties described in the above "Your
Responsibilities" provision of "Our Maintenance and Repair Services" section
of this Agreement."

D. END OF MAINTENANCE SUPPORT ANNOUNCEMENT:

In the event we make a future general commercial announcement that we will no
longer offer service contracts for an item of Equipment or Equipment
component covered by a Schedule, then upon not less than twelve months prior
written notice to you, we may, at our option, upon the expiration of the
original "Term of a Schedule or any subsequent Term including any
month-to-month Terms of a Schedule, remove any such item(s) of Equipment or
Equipment component(s) from service coverage under that Schedule, with an
appropriate adjustment of charges hereunder, without otherwise affecting that
Schedule.

E. SPECIFIC TRANSACTION:

The section entitled "Specific Transaction" set forth in the Master Leaseline
Agreement to which this Schedule is attached is, for the purpose of this
Schedule only, hereby amended by adding the following sentence to the end of
that section: "In addition to the transactions described above, and in
further consideration of the Down Payment or Advanced Rental, the Monthly
Charges, and your covenants and agreements under this Schedule, we will
provide to you, and you will accept from us, the Equipment service."

F. MONTHLY CHARGE:

The Master Leaseline Agreement to which this Schedule is attached and this
Schedule are, for the purposes of this Schedule only, hereby amended such
that any and all references to the term "Monthly Rental" shall be deleted and
replaced with a reference to "Monthly Charge".

For the purposes of this Schedule, the term "Monthly Charge" shall mean the
monetary amount, identified in the Schedule as the "Monthly Charge" which is
payable by you, to us, as specified in that Schedule for your or lease of the
Equipment, license of any Operating Package and our service of the Equipment
in accordance with the terms and conditions of this Schedule.


* Trademark of General Electric Company


                                   Page 4 of 5
<PAGE>


SERVICE AGREEMENT
-------------------------------------------------------------------------------

G. LIMITATIONS OF REMEDIES AND DAMAGES:

The section entitled "Limitations and Remedies and Damages" set forth in the
Master Leaseline Agreement to which this Schedule is attached is, for the
purposes of this Schedule only, hereby amended by removing the word "warranty"
from the first sentence of that section.

H. EQUIPMENT, OPERATING PACKAGE AND SERVICE WARRANTY DISCLAIMER:

The Section entitled "Limited Warranties and Disclaimer" in the Master
Leasing Agreement to which this Schedule is attached is hereby deleted in its
entirety and replaced with the following:

"In view of the comprehensive service arrangements and uptime assurance
provided by us, and except for any listed diagnostic imaging accessories
product warranties provided by us and except as set forth in the below
section entitled "Patent and Copyright Limited Warranties," there are no
warranties provided under this Agreement or any Schedule. All items are
provided AS IS. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE APPLIES TO ANYTHING PROVIDED BY US OR OUR SERVICE CONTRACTOR."

I. REMEDIES UPON DEFAULT:

The section entitled "Remedies Upon Default" set forth in the Master
Leaseline Agreement to which this Schedule is attached is, for the purposes
of this Schedule only, amended by adding the following sentence: "You further
agree that we are relieved of our Equipment service obligations under this
Schedule unless and until you pay cash to us in advance in the amount of our
prevailing service rates for any requested or required service."

GENERAL ELECTRIC COMPANY                         MOBILE PET SYSTEMS, INC.

_________________________________                ____________________________
Authorized Signature                             Authorized Signature

_________________________________                ____________________________
Title                                            Title

_________________________________                ____________________________
Date                                             Date

_________________________________                ____________________________
City         State      Telephone                City      State    Telephone

________________________________________
Credit Approved By      Date of Approval


* Trademark of General Electric Company


                                   Page 5 of 5
<PAGE>

[GE LOGO]                                  GE HEALTHCARE FINANCIAL SERVICES
-------------------------------------------------------------------------------

                                    EXHIBIT B
                          ADDENDUM TO SCHEDULE NUMBER 001
                     TO MASTER LEASELINE AGREEMENT NUMBER 2007
                           CONTRACT NUMBER __________

This above Schedule Number 001 to the Master Leaseline Agreement and between
the undersigned GENERAL ELECTRIC COMPANY and MOBILE PET SYSTEMS, INC.
(Customer), dated January 15, 2000, is hereby amended to include the
following:

     / / TAX EXEMPT GOVERNMENT CUSTOMER

     The Fixed Rate shall be _______ percent (____%) per annum simple
     interest ("Tentative Rate"), plus or minus two-thirds (2/3) of the number
     of points ("Adjustment") that the "This week 3-year selected interest
     rate for Treasury Constant Maturities" published in the Federal Reserve
     Statistical Release, H-15, ("Federal Rate") for the week that the
     Collateral described above is available to Customer for first use
     ("Commencement Date") has increased or decreased above or below ________
     percent (______%), which is the Federal Rate for the week within which
     Customer and Company have dated this Agreement on the first page hereof.
     (Fixed Rate equals Tentative Rate plus or minus 66.66% of Adjustment).

     /X/ OTHER CUSTOMERS:

     The Lease Payments shall be adjusted for any changes in the Three Year
     Treasury Bill "This week 3 year selected interest rate for Treasury
     Constant Maturities" published in the Federal Reserve Statistical Release,
     II-15, ("Federal Rate") for the week that the Collateral described above
     is available to Customer for first use ("Commencement Date") has increased
     or decreased above or below 6.26%, which is the Federal Rate for the week
     within which Customer has accepted the proposal.

     Customer hereby irrevocably authorized Company to calculate or determine
     and insert or apply in or under this Contract consistent with the agreement
     of the parties, the dollar amount of the lease payments and First Payment
     Date, if not inserted or applied by Customer and Company on the date of
     this Agreement set forth on the first page hereof.


GENERAL ELECTRIC COMPANY                 MOBILE PET SYSTEMS, INC.

                                         /s/ Paul Crowe
----------------------------             ----------------------------
Authorized Signature                     Authorized Signature

                                         CEO
----------------------------             ----------------------------
Title                                    Title

                                         1/21/00
----------------------------             ----------------------------
Date                                     Date