INDEMNIFICATION AGREEMENT
                            -------------------------

         THIS INDEMNIFICATION AGREEMENT is entered into as of February 9, 2000,
by and between Miracor Diagnostics, Inc. hereinafter "Acquiror"); and Fred
Bergmann, MedSource Holdings, Ltd. and John McCoskrie, (hereinafter collectively
referred to as ("Seller").

                                    RECITALS
                                    --------

         WHEREAS, the parties hereto, among others, have entered into an
agreement for the acquisition of Ultra Open MRI Holding Corp. by Miracor
Diagnostics, Inc. (the "Agreement"); and

         WHEREAS, Ultra Open MRI Holding Corp. and its subsidiaries have certain
liabilities under which Seller is personally liable; and

         WHEREAS, Miracor is willing to indemnify Seller with respect to the
liabilities listed in Exhibit A hereto; and

         The parties wish to reduce their understandings regarding the
indemnification 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.       Miracor agrees to indemnify, defend, and hold the Seller
                  harmless from and against the amount of any actual (or
                  potential in the case of any litigation or claims by any
                  person not a party to this Agreement) damage, loss, cost, or
                  expense (including reasonable attorneys' fees and settlement
                  costs) occasioned or caused by, resulting from, or arising
                  solely and specifically out of any liabilities listed in
                  Exhibit A hereto.

         2.       Seller shall give prompt written notice to Miracor of any
                  claim (actual or threatened) or other event that in the
                  judgment of such party might result or has resulted in a loss
                  by such party hereunder, and Miracor shall have the right to
                  assume the defense of such claim or any litigation resulting
                  therefrom; PROVIDED THAT counsel for Miracor, who shall
                  conduct the defense of such claim (actual, threatened, or
                  asserted) or litigation, shall be reasonably satisfactory to
                  Seller, and Seller may participate in such defense at their
                  expense, and PROVIDED, FURTHER, that the omission by Seller to
                  give notice as provided herein shall not relieve Miracor of
                  its obligations hereunder except to the extent that the
                  omission results in a failure of actual notice to Miracor, and
                  Miracor is damaged solely as a result of the failure to give

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<PAGE>

                  notice. Miracor, in the defense of any such claim or
                  litigation, shall not, except with the consent of Seller,
                  consent to the entry of any judgment or decree or enter into
                  any settlement that does not include as an unconditional term
                  thereof the giving by the claimant or plaintiff to Seller, or
                  Miracor, as the case may be, of a release from all liability
                  in respect to such claim or litigation, and Miracor shall not
                  have liability with respect to any payment made by Seller in
                  connection with the settlement, satisfaction, or compromise of
                  any claim hereunder unless Miracor shall have approved thereof
                  in advance in writing, which approval shall not unreasonably
                  be withheld or delayed. If Seller shall not have received
                  notice that Miracor shall assume the defense of such claim
                  within twenty (20) days after the notice is sent to Miracor of
                  the existence of such claim, Seller shall be free to proceed
                  with the defense of such claim. Each such notice shall be
                  accompanied (or followed as promptly as is reasonably
                  practicable after the amount of such loss becomes
                  determinable) by a certificate signed by Seller and setting
                  forth in reasonable detail the calculation of the amount of
                  such Loss in accordance with the provisions hereof, and
                  accompanied by copies of all relevant documents and records.
                  The omission to give such notice or provide such certificate
                  by Seller shall not relieve Miracor of its obligation under
                  this Agreement except to the extent such omission results in a
                  failure of actual notice to Miracor, and Miracor is damaged
                  solely by such failure to give notice. No loss shall be
                  considered to have occurred with respect to any payment made
                  by Seller in settlement, satisfaction, or compromise of any
                  claim unless Miracor shall have approved thereof in advance
                  and in writing.

         3.       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 otherwise to carry out the intent and purposes
                  of this Agreement.

         4.       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.

         5.       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.

         6.       This Agreement may be executed simultaneously in two or more
                  counter parts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.

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<PAGE>

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

         8.       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 permis
                  sion has been given by those governmental entities whose
                  permission may be necessary to effect the performance of this
                  Agreement.

         9.       SEVERABILITY. If any part of this Agreement is deemed to be
                  unenforceable 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:


///SIGNED///                                          ///SIGNED///
----------------                                      ----------------
JOHN McCOSKRIE                                        FRED BERGMANN

                                                      ACQUIROR:
MedSource Holdings, Ltd.                              MIRACOR DIAGNOSTICS, INC.


By  ///SIGNED///                                      By    ///SIGNED///
   ----------------                                        ----------------
   General Partner                                         Authorized Officer

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