STOCK PURCHASE AGREEMENT
                            ------------------------

         THIS STOCK PURCHASE AGREEMENT is entered into as of Feburary 9, 2000,
by and between Miracor Diagnostics, Inc. hereinafter "Acquiror"); and MedSource
Holdings, Ltd., a Florida limited partnership, hereinafter referred to as
("Seller").

                                    RECITALS
                                    --------

         Seller owns a total of 1,066,667 common shares of Miracor Diagnostics,
Inc.; and

         Acquiror wishes to purchase and Seller wishes to sell, 85% of the
shares listed in the preceding paragraph (these purchased shares are referred to
herein as the "Shares"); and
         The parties wish to reduce their understandings regarding the Shares to
writing in this document and to be bound by the terms and conditions thereof.

         NOW, THEREFORE, for the mutual consideration set out herein, the
parties agree as follows:

                                    AGREEMENT
                                    ---------

         1.       ACQUISITION. Seller is the owner of the Shares and all rights
                  and privileges appertaining thereto. It is the intention of
                  the parties hereto and by this Agreement that the Acquiror
                  acquire the Shares and all of Seller's rights in and to the
                  said purchased Shares at a price of $.001 per share in the
                  event that:

                  (a)      Acquiror defaults on any of the certain three (3)
                           promissory notes dated February 9, 2000 between
                           Seller and Acquiror; and

                  (b)       Acquiror is unable to cure said default; and

                  (c)      Seller has not waived any or all defaults; and

                  (d)      Seller has acquired half of all of the Acquiror's
                           shares in Ultra MRI Holding Corp.

         2.       EFFORTS TO VEST OWNERSHIP. Acquiror and Seller agree to use
                  their best efforts to permit Acquiror to acquire full and
                  unencumbered title to the Shares. Seller hereby appoints
                  Acquiror as his power of attorney to execute all documents
                  necessary to vest total and complete ownership of the Shares
                  in the Acquiror.

                                                                /S/ SIGNED
                                                                 ------
                                                                Initials

                                        1
<PAGE>

         3.       REPRESENTATIONS OF SELLER. Seller hereby represents and
                  warrants that, with respect to the Shares to be transferred,
                  effective this date, the representations listed below are true
                  and correct, to the best of his knowledge, information and
                  belief. Said representations are meant and intended by all
                  parties to apply to the Shares.

                  (a)      Seller is the sole owner of the Shares and has the
                           unqualified right to transfer and dispose of the
                           Shares.

                  (b)      There are no liabilities, either fixed or contingent
                           against the Shares.

                  (c)      To the best of Seller's knowledge, information and
                           belief, the Shares are not involved in any pending
                           litigation or governmental investiga tion or
                           proceeding and, to the best knowledge of Seller, no
                           litigation, claims, assessments, or governmental
                           investigation or proceeding is otherwise threatened
                           against the Shares.

                  (d)      The execution of this STOCK PURCHASE AGREEMENT will
                           not violate or breach any agreement, contract, or
                           commitment to which Seller is a party.

         4.       INDEMNIFICATION. Within the period provided in paragraph 5
                  herein and in accordance with the terms of that paragraph,
                  each party to this Agreement, shall indemnify and hold
                  harmless each other party at all times after the date of this
                  Agreement against and in respect of any liability, damage or
                  deficiency, all actions, suits, proceedings, demands, assess
                  ments, judgments, costs and expenses including attorney's fees
                  incident to any of the foregoing, resulting from any
                  misrepresentations, breach of covenant or warranty or
                  non-fulfillment of any agreement on the part of such party
                  under this Agreement or from any misrepresentation in or
                  omission from any certificate furnished or to be furnished to
                  a party hereunder. Subject to the terms of this Agreement, the
                  defaulting party shall reimburse the other party or parties on
                  demand, for any reasonable payment made by said parties at any
                  time after the Closing, in respect of any liability or claim
                  to which the foregoing indemnity relates, if such payment is
                  made after reasonable notice to the other party to defend or
                  satisfy the same and such party failed to defend or satisfy
                  the same.

         5.       NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
                  warranties and covenants made by any party in this Agreement
                  shall survive the transfer of the Shares hereunder and the
                  consummation of the transactions contemplated hereby for two
                  years from the date hereof. All of the parties hereto are

                                                                /S/ SIGNED
                                                                 ------
                                                                Initials

                                       2
<PAGE>

                  executing and carrying out the provisions of this Agreement in
                  reliance solely on the representations, warranties and
                  covenants and agreements contained in this Agreement or at the
                  Closing of the transactions herein provided for and not upon
                  any investigation upon which it might have made or any
                  representations, warranty, agreement, promise or information,
                  written or oral, made by the other party or any other person
                  other than as specifically set forth herein.

         6.       MISCELLANEOUS.

                  (a)      FURTHER ASSURANCES. At any time, and from time to
                           time, after the effective date, each party will
                           execute such additional instruments and take such
                           action as may be reasonably requested by the other
                           party to confirm or perfect title to the Shares
                           transferred hereunder or otherwise to carry out the
                           intent and purposes of this Agreement.

                  (b)      WAIVER. Any failure on the part of any party hereto
                           to comply with any of its obligations, agreements or
                           conditions hereunder may be waived in writing by the
                           party to whom such compliance is owed.

                  (c)      NOTICES. All notices and other communications
                           hereunder shall be in writing and shall be deemed to
                           have been given if delivered in person or sent by
                           prepaid first class registered or certified mail,
                           return receipt requested, to the last known address
                           of each party hereto.

                  (d)      HEADINGS. The section and subsection headings in this
                           Agreement are inserted for convenience only and shall
                           not affect in any way the meaning or interpretation
                           of this Agreement.

                  (e)      COUNTERPARTS. This Agreement may be executed
                           simultaneously in two or more counterparts, each of
                           which shall be deemed an original, but all of which
                           together shall constitute one and the same
                           instrument.

                  (f)      DISCLOSURE UNDER SECURITIES LAWS. Acquiror hereby
                           states that the materials, including, current
                           financial statements, prepared and delivered to him
                           have been read and understood by Acquiror, that he is
                           familiar with the Company, that Acquiror is acquiring
                           the Shares under Section 4(2), commonly known as the
                           private offering exemption, of the Securities Act of
                           1933, and that the Shares are re stricted and may not
                           be resold, except in reliance on an exemption under
                           the Act.

                                                                /S/ SIGNED
                                                                 ------
                                                                Initials

                                       3
<PAGE>

                  (g)      GOVERNING LAW. This Agreement was negotiated and is
                           being contracted for in the State of Utah and shall
                           be governed by the laws thereof.

                  (h)      BINDING EFFECT AND ASSIGNMENT. This Agreement shall
                           be binding upon the parties hereto and inure to the
                           benefit of the parties, their respective heirs,
                           administrators, executors, successors and assigns.
                           This Agreement may be assigned by either party;
                           provided, however, that the appropriate permission
                           has been given by those governmen tal entities whose
                           permission may be necessary to effect the performance
                           of this Agreement.

                  (i)      TIME. Time is of the essence.

                  (j)      SEVERABILITY. If any part of this Agreement is deemed
                           to be unen forceable the balance of the Agreement
                           shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.

                                                       SELLER:
                                                       MedSource Holdings, Ltd.

                                                       By ///SIGNED///
                                                          ----------------
                                                          General Partner



                                                       ACQUIROR:
                                                       Miracor Diagnostics, Inc.


                                                       By ///SIGNED///
                                                          ----------------
                                                          Authorized Officer

                                       4