NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

         THIS NONCOMPETITION AND CONFIDENTIALITY AGREEMENT is dated as of
February 9, 2000 by and between Ultra Open MRI Holding Corp., a Florida
corporation (the "COMPANY"), and Fred Bergmann, a Florida resident ("BERGMANN");

                        W I T N E S S E T H   T H A T:

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

         WHEREAS, The Company desires that Bergmann shall keep certain
information confidential and shall not compete with Ultra Open MRI Holding Corp.
or with Miracor Diagnostics, Inc. following the consummation of the Agreement on
the terms and conditions set forth herein; and

         WHEREAS, The Company has agreed to pay certain amounts, as more fully
set forth in PARAGRAPH 2 hereof, to Bergmann in order to secure such agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, the parties hereto agree as follows:

         1. CONFIDENTIALITY AND NONCOMPETITION. Bergmann agrees expressly, as an
inducement to the performance by the Company of its obligations under the
Agreement and in consideration of the payment to be made to Bergmann pursuant to
PARAGRAPH 2 hereof, that Bergmann shall not use, permit the use of, disclose, or
permit the disclosure to any competitor or other third party of any Confidential
Information (as herein defined). Bergmann acknowledges that the continued
success of the Company is largely dependent upon maintaining the confidentiality
of such information and preventing its disclosure to competitors and other third
parties. "CONFIDENTIAL INFORMATION" includes, but shall not be limited to,
information pertaining to research and development of new product designs, sales
and marketing information of the Company and Miracor Diagnostics, Inc., trade
secrets, software programs, and customer data and shall include any information
of a similar nature hereafter identified to this Agreement as confidential or
proprietary. "CUSTOMER DATA" means any information pertaining to a customer,
distributor, supplier, or other person or entity contacted to utilize the
Company's or Miracor Diagnostics, Inc.'s services or purchase or license its
products, including, but not limited to, preferences, pricing information,
service needs, software, and similar insider knowledge of such parties'
requirements obtained by the Company and/or Miracor Diagnostics, Inc. at any
time or obtained by Bergmann. Bergmann agrees that for the term of this
Agreement, Bergmann will not disclose to any unauthorized person or use for his
own account, anywhere within the geographical territory in which the Company is
marketing its services or products, any of such Confidential Information without
the prior written consent of The Company, unless and to the extent the
aforementioned matters become known to or available for use by the public
otherwise than as a result of Bergmann's acts or omissions to act. Bergmann
further agrees that upon termination of this Agreement it will not withhold or
retain any records, papers, letters, or other data and information with respect
to the Company's or Miracor Diagnostics, Inc.'s business without the prior
written consent of the Company's or Miracor Diagnostics, Inc.'s Board of
Directors, as may be applicable.

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         As long as this Agreement is in effect, Bergmann agrees that, except
with the prior written consent of the Company's or Miracor Diagnostics, Inc.'s
Board of Directors, as may be applicable, he will not directly or indirectly
solicit, divert, attempt to take away or interfere with any customer, client, or
distributor of the Company or Miracor Diagnostics, Inc., as may be applicable,
nor own, manage, operate, control, be employed by, participate in, or otherwise
engage in, or permit his name to be used by or in connection with any business
engaged in the development, sale, licensing, or leasing of medical resonant
imaging devices that engages in such activity within a fifty mile radius of the
geographical territory in which the Company or Miracor Diagnostics, Inc., as may
be applicable, is marketing its services or products at the time of this
Agreement or thereafter during the term of this Agreement. Bergmann further
covenants that he will not employ, in any capacity, any employee of the Company
or Miracor Diagnostics, Inc., as may be applicable. until twelve (12) months
after the termination of this Agreement.

         2. TERM; COMPENSATION. The term of this Agreement shall be four (4)
years. Bergmann shall receive as compensation for this Agreement cash in the
amount of 0.32 times the twelve month trailing EBITDA (EBITDA, is comprised of
revenues less all operating expenses, net of depreciation, amortization, taxes
and interest)of MRI Services, LC and Ultra Diagnostics, LLC, measured as of
December 31, 1999, based upon generally accepted accounting practices, bearing
interest at eight (8) percent per annum. This amount shall be paid in
installments as follows:

         $62,500 of this amount plus accrued interest on the entire amount due
         shall be paid on August 9, 2000;

         $62,500 of the amount plus accrued interest on the entire remaining
         amount due shall be paid on November 9, 2000; and

         the remaining amount plus accrued interest on the said entire remaining
         amount due shall be paid on November 9, 2001; and

         3. INJUNCTIVE RELIEF. Bergmann agrees that in the event of a breach of
this Agreement by either of them, the remedy at law for damages would be
inadequate and The Company may obtain injunctive relief.

         4. MISCELLANEOUS.

                  4.01. SOLE AGREEMENT. This Agreement and the documents
         delivered pursuant to or in connection with this Agreement constitute
         the sole and only agreement of the parties hereto with respect to
         non-competition and supersede any prior understanding or written or
         oral agreements between the parties. No amendment, modification, or
         alteration of the terms hereof shall be binding unless it is in
         writing, dated subsequent to the date hereof and duly executed by the
         parties hereto. There is an Employment Agreement of even date which
         contains additional terms relating to confidentiality. In the event of
         a conflict between the two agreements, the Employment Agreement will
         take precedence.

                  4.02. SUCCESSORS. This Agreement shall be binding upon and
         inure to the benefit of and be enforceable by the parties hereto and
         their respective heirs, executors, administrators, legal
         representatives, successors, and assigns.

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<PAGE>

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

                  4.04. EXTENSIONS AND WAIVERS. Each party to this Agreement
         may, by written notice to the other, (i) extend the time for the
         performance of any of the obligations or other acts of the other party
         and (ii) waive performance of any of the obligations of the other
         party. No such written waiver by the parties hereto of any default or
         breach of any term or condition of this Agreement shall be deemed to be
         a waiver of any other breach of this Agreement or any other term or
         condition contained herein.

                  4.05. GOVERNING LAW. This Agreement shall be governed by and
         construed in accordance with the laws of Florida.

                  4.06 NOTICES. Any notice required or permitted to be given
         hereunder shall be in writing and shall be delivered personally or sent
         by certified mail, postage prepaid, as set forth below:
                  (a)      TO BERGMANN:
                           -----------
                           Fred Bergmann
                           4914 North Armenia Ave.
                           Tampa, FL 33603

                           with a copy to:
                           Brett A. Verona, Esq.
                           308 S. Westland Ave.
                           Tampa, FL 33606

                  (b)      TO THE COMPANY:
                           --------------
                           M. Lee Hulsebus
                           Miracor Diagnostics, Inc.
                           9191 Towne Centre Drive, Suite 420
                           San Diego, California 92122

                           with a copy to:
                           David Wagner & Associates, P.C.
                           Penthouse Suite
                           8400 East Prentice Ave.
                           Englewood, CO 80111

         and/or to such other person(s) and address(es) as either party shall
         have specified in writing to the other.

                  4.07. SEVERABILITY. In case any one or more of the provisions
         contained in this Agreement shall for any reason be held to be invalid,
         illegal or unenforceable in any respect, such invalidity, illegality,
         or unenforceability shall not affect any other provision hereof and
         this Agreement shall be construed as if such invalid, illegal, or
         unenforceable provision had never been contained herein.

                  4.08. CAPTIONS. The captions in this Agreement are solely for
         convenient reference and shall not be deemed to affect the meaning or
         interpretation of any article, section, or paragraph hereof.


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<PAGE>

                  4.09. GENDER AND NUMBER. All personal pronouns used in this
         Agreement shall include the other gender whether used in the masculine
         or feminine or neuter gender, and the singular shall include the plural
         whenever and as often as may be appropriate.

                  4.10. FURTHER ASSURANCES. The parties hereto agree that they
         shall deliver all further documents and do all further acts necessary
         and desirable to consummate the transactions contemplated by this
         Agreement.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the date first above written.


                                    [The Company]
                                    ULTRA OPEN MRI HOLDING CORP.



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




                                        ///SIGNED///
                                        ----------------------------------------
                                             FRED BERGMANN



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