<PAGE>

                            ASSET PURCHASE AGREEMENT

                                dated as of November 22, 2000

                                 by and between

                       PRESGAR IMAGING OF HIGHWAY, L.L.C.
                                as the Purchaser

                                       and

                      HEALTHCARE INTEGRATED SERVICES, INC.
                                  as the Seller






                                            - i -

<PAGE>



                                TABLE OF CONTENTS

                                                                         Page

1.      DEFINITIONS......................................................- 1 -
        -----------
               1.1    Defined Terms......................................- 1 -
                      -------------
               1.2    Use of Defined Terms........................ ......- 4 -
                      --------------------
               1.3    Accounting Terms...................................- 4 -
                      ----------------
               1.4    Sections and Schedules.............................- 4 -
                      ----------------------
               1.5    Miscellaneous Terms................................- 4 -
                      -------------------

2.      PURCHASE AND SALE OF ASSETS......................................- 4 -
        ---------------------------
               2.1    Sale and Purchase of Assets........................- 4 -
                      ---------------------------
               2.2    Excluded Assets....................................- 5 -
                      ---------------
               2.3    Assumed Liabilities................................- 6 -
                      -------------------
               2.4    Purchase Price and Payment.........................- 7 -
                      --------------------------
               2.5    Allocation of Purchase Price.......................- 7 -
                      ----------------------------
               2.6    Transfer Taxes......................... ...........- 7 -
                      --------------
               2.7    Further Assurances.................................- 7 -
                      ------------------
               2.8    Risk of Loss......................... .............- 7 -
                      ------------

3.      CLOSING..........................................................- 7 -
        -------
               3.1    Closing Date.......................................- 8 -
                      ------------
               3.2    Deliveries by the Purchaser at the Closing.........- 8 -
                      ------------------------------------------
               3.3    Deliveries by the Seller at the Closing............- 8 -
                      ---------------------------------------

4.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER
         ................................................................- 9 -
               4.1    Organization and Qualification.....................- 9 -
                      ------------------------------
               4.2    Authority..........................................- 9 -
                      ---------
               4.3    Compliance.........................................- 9 -
                      ----------
               4.4    Property..........................................- 10 -
                      --------
               4.5    Consents..........................................- 10 -
                      --------
               4.6    Permits and Licenses..............................- 10 -
                      --------------------
               4.7    Employees Arrangements............................- 10 -
                      ----------------------
               4.8    Compliance With Laws..............................- 10 -
                      --------------------
               4.9    Legal Proceedings.................................- 10 -
                      -----------------
               4.10   Finder's Fee......................................- 11 -
                      ------------

5.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
        PURCHASER.......................................................- 11 -
        ---------
               5.1    Organization......................................- 11 -
                      ------------
               5.2    Authority.........................................- 11 -
                      ---------


                                            - i -

<PAGE>



               5.3    Compliance........................................- 11 -
                      ----------
               5.4    Consents..........................................- 11 -
                      --------

6.      COVENANTS.......................................................- 11 -
        ---------
               6.1    Confidentiality...................................- 11 -
                      ---------------
               6.2    Sieman's Magnet...................................- 12 -
                      ---------------

7.      CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS.............- 12 -
        ---------------------------------------------------
               7.1    Consents..........................................- 12 -
                      --------
               7.2    Absence of Litigation.............................- 12 -
                      ---------------------
               7.3    No Injunction.....................................- 13 -
                      -------------
               7.4    Casualty Losses; Material Change..................- 13 -
                      --------------------------------
               7.5    Accuracy of Representations and Warranties........- 13 -
                      ------------------------------------------
               7.6    Performance by the Seller.........................- 13 -
                      -------------------------

8.      CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS................- 13 -
        ------------------------------------------------
               8.1    Consents..........................................- 13 -
                      --------
               8.2    Absence of Litigation.............................- 13 -
                      ---------------------
               8.3    No Injunction.....................................- 13 -
                      -------------
               8.4    Accuracy of Representations and Warranties........- 13 -
                      ------------------------------------------
               8.5    Performance by the Purchaser......................- 14 -
                      ----------------------------

9.      SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION....................- 14 -
        --------------------------------------------
               9.1    Survival of Representation and Warranties.........- 14 -
                      -----------------------------------------
               9.2    Indemnification by the Seller.....................- 14 -
                      -----------------------------
               9.3    Indemnification by the Purchaser..................- 14 -
                      --------------------------------
               9.4    Third Party Claims................................- 14 -
                      ------------------

10.     TERMINATION.....................................................- 15 -
        -----------
               10.1   Right to Terminate................................- 15 -
                      ------------------
               10.2   Obligations to Cease..............................- 16 -
                      --------------------

11.     OBLIGATIONS AFTER THE CLOSING...................................- 16 -
        -----------------------------
               11.1   Tax Audits........................................- 16 -
                      ----------
               11.2   Access............................................- 16 -
                      ------
               11.3   Operation of the Facility.........................- 16 -
                      -------------------------

12.     MISCELLANEOUS...................................................- 16 -
        -------------
               12.1   Legal and Accounting Expenses.....................- 16 -
                      -----------------------------
               12.2   Publicity.........................................- 16 -
                      ---------
               12.3   Headings..........................................- 17 -
                      --------
               12.4   Notices...........................................- 17 -
                      -------
               12.5   Successors and Assigns............................- 18 -
                      ----------------------

294584.2
                                            - ii -

<PAGE>



               12.6   Governing Law.....................................- 18 -
                      -------------
               12.7   Entire Agreement..................................- 18 -
                      ----------------
               12.8   Counterparts......................................- 18 -
                      ------------
               12.9   Severability......................................- 18 -
                      ------------
               12.10  No Prejudice......................................- 18 -
                      ------------
               12.11  No Third Party Beneficiaries......................- 18 -
                      ----------------------------
               12.12  Amendment and Modification........................- 18 -
                      --------------------------
               12.13  Schedules.........................................- 18 -
                      ---------
               12.14  Waiver............................................- 19 -
                      ------



                                     - iii -

<PAGE>



                            ASSET PURCHASE AGREEMENT

        THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into
as of November 22, 2000 by and between PresGar Imaging of Highway, L.L.C., a New
York limited  liability  company (the  "Purchaser"),  and HealthCare  Integrated
Services, Inc., a Delaware corporation (the "Seller").

        WHEREAS,  the Seller  currently  operates a magnetic  resonance  imaging
facility located at 2095 Flatbush Avenue, Brooklyn, New York (the "Facility");

        WHEREAS,  the Purchaser desires to purchase (the "Asset Purchase"),  and
the Seller desires to sell,  all right,  title and interest in and to the assets
of the Seller set forth herein relating to the Facility,  and the Seller desires
to assign,  and the Purchaser desires to assume, the obligations and liabilities
of the  Seller  with  respect to the  Facility,  subject,  in each case,  to the
exceptions, terms and conditions set forth herein; and

        WHEREAS,  the Board of Directors or other  appropriate  body of each the
Purchaser and the Seller have duly approved the Asset Purchase.

        NOW,  THEREFORE,  in  consideration  of the  premises  and of the mutual
agreements  and  covenants  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, each intending to be legally bound, hereby agree as follows:

1.      DEFINITIONS.

        1.1    Defined Terms.  As used herein, the following terms shall have
 the following meanings:

               Accounts Receivable:   Defined in Section 2.2(a).
               -------------------

               Acquired Assets:  Defined in Section 2.1.
               ---------------

               Agreement:  Defined in the prologue of this Agreement.
               ---------

               Asset Purchase:  Defined in the prologue of this Agreement.
               --------------

               Assigned Contracts:  Defined in Section 2.1(d).
               ------------------

               Assumed Liabilities:  Defined in Section 2.3.
               -------------------

               Business Day:  A day on which commercial banks in the State of
               ------------
New York are authorized to be open for business or are not required to close.



                                      - 1 -

<PAGE>



               Claims and Encumbrances:  Defined in Section 4.4.
               -----------------------

               Closing:  The consummation of the purchase and sale contemplated
               -------
by this Agreement.

               Closing Date:  Defined in Section 3.1.
               ------------

               Code:  The Internal Revenue Code of 1986, as amended, and the
               ----
rules and regulations promulgated thereunder.

               Confidential Information: All non-public information and records,
including the existence and terms of this  Agreement,  whether  written or oral,
concerning the business of the other party hereto;  provided,  however, that the
term Confidential Information shall not include information or data which (a) at
the time of disclosure  is generally  available to and known by the public other
than as a result of  disclosure  in  violation of Section 6.1, (b) is or becomes
available  to a party on a  non-confidential  basis from a source other than the
other party or its agents or advisors;  provided,  however,  that such source is
not bound by a  confidentiality  agreement or  obligation  of secrecy in respect
thereof or (c) may be disclosed by the parties pursuant to Section 12.2.

               Consents:  All  governmental  and third party consents,  permits,
approvals, orders,  authorizations,  qualifications,  and waivers required to be
received by a Person for the  consummation of the  transactions  contemplated by
this Agreement.

               Contract: Any contract, agreement, mortgage, deed of trust, bond,
indenture, lease, license, note, franchise, certificate, option, warrant, right,
instrument  (including insurance policies or benefit plans),  invoice,  purchase
order,  sales order or other similar  document or agreement,  whether written or
oral.

               Dollars  or "$":  The  legal  currency  of the  United  States of
America.

               DVI Lease: The Capital Lease,  dated September 17, 1998,  between
the Seller and DVI Realty Company.

               EBITDA:  Earnings before interest, taxes, depreciation and
               ------
amortization, calculated in accordance with GAAP.

               Employees:  All persons  employed by the Seller at the  Facility,
who are employed on the day immediately prior to the Closing Date, including any
persons  on  disability,  sick  leave,  layoff  or leave of  absence  from  such
employment,  whose names and current  annual  salaries are set forth on Schedule
4.7.

               Excluded Assets:  Defined in Section 2.2.
               ---------------



                                      - 2 -

<PAGE>



               Facility:  Defined in the prologue of this Agreement.
               --------

               GAAP:  Generally accepted accounting  principles set forth in the
opinions and pronouncements of the Financial Accounting Standards Board, applied
on a consistent basis and consistent with past practices.

               Governmental Authority: Any United States or foreign governmental
authority,  including all agencies, bureaus, commissions,  authorities or bodies
of the federal government or any state,  county,  municipal or local government,
including any court, judge, justice or magistrate.

               Judgment:  Any judgment, writ, order, injunction, determination,
               --------
award or decree of or by any Governmental Authority.

               Law:  Any statute, ordinance, code, rule, regulation, order or
               ---
other law enacted, adopted, promulgated, applied or followed by any Governmental
Authority.

               Lien: Any security agreement, financing statement (whether or not
filed),  security  or other  like  interest,  conditional  sale or  other  title
retention  agreement,  lease or  consignment  or  bailment  given  for  security
purposes,  lien, mortgage,  deed of trust,  indenture,  pledge,  constructive or
other trust or attachment.

               Losses:  Defined in Section 9.2.
               ------

               Material  Adverse  Effect:  Any event,  circumstance or condition
that could reasonably be expected to have, or has had, a material adverse effect
on the operations of the Facility.

               Person: Any individual, trustee, corporation,  general or limited
partnership,  limited liability  partnership,  limited liability company,  joint
venture,  joint  stock  company,  bank,  firm,  Governmental  Authority,  trust,
association,  organization  or  unincorporated  entity  of any  kind  or  nature
whatsoever.

               Purchase Price:  Defined in Section 2.4.
               --------------

               Purchaser:  Defined in the prologue of this Agreement.
               ---------

               Seller:  Defined in the prologue of this Agreement.
               ------

               Seiman's Magnet:  Defined in Section 6.2.
               ---------------

               Sublease: The Sublease, effective as of the Closing Date, between
the Seller and the  Purchaser  relating to the  sublease of the premises at 2095
Flatbush  Avenue,  Brooklyn,  New  York,  which  sublease  shall  be  for a term
coterminous  with the DVI Lease and on the same terms and  conditions as the DVI
Lease (including, without limitation, with respect to lease payments).


                                      - 3 -

<PAGE>



               Taxes:  All  foreign,   U.S.  federal,   state,  county,   local,
municipal,  sales,  corporate  income and other taxes,  levies,  customs duties,
impositions,  deductions, charges and withholdings,  including income, sales and
use taxes, and shall include any interest, penalties or additions thereto.

               Tax Returns:  All returns,  declarations and reports filed with a
taxing  authority  and all  information  returns and  statements  of any kind or
nature whatsoever filed with a taxing authority.

               Third Party Claim:  Defined in Section 9.4.
               -----------------

        1.2 Use of Defined  Terms.  Any  defined  term used in the plural  shall
refer to all members of the  relevant  class,  and any defined  term used in the
singular  shall refer to any one or more of the members of the  relevant  class.
The use of any gender shall be applicable to all genders.

        1.3    Accounting Terms.  All United States accounting terms not
               ----------------
otherwise defined in this Agreement shall be construed in conformity with GAAP.

        1.4 Sections and Schedules. References in this Agreement to Sections and
Schedules are to Sections and Schedules of and to this Agreement.  The Schedules
to this Agreement are hereby  incorporated  herein by this reference as if fully
set forth herein.

        1.5 Miscellaneous Terms. The term "or" shall not be exclusive. The terms
"herein," "hereof," "hereto,"  "hereunder" and other terms similar to such terms
shall refer to this Agreement as a whole and not merely to the specific article,
Section,  paragraph or clause where such terms may appear.  The term "including"
shall mean "including, but not limited to."

2.      PURCHASE AND SALE OF ASSETS.

        2.1 Sale and  Purchase  of Assets.  Except as set forth in Section  2.2,
upon the terms and subject to the conditions  set forth herein,  at the Closing,
the Seller shall sell,  convey,  transfer,  assign and deliver to the Purchaser,
and the  Purchaser  shall  purchase,  acquire and accept  from the  Seller,  the
following assets relating to the Facility (the "Acquired Assets"):

               (a)    all furniture, furnishings, fixtures and leasehold
improvements set forth on Schedule 2.1(a);
                          ---------------

               (b)    all equipment, machinery, tools, personal property and
other physical assets set forth on Schedule 2.1(b);
                                   ---------------

               (c)    all rights of the Seller with respect to leasehold
interests relating to the personal property of the Facility set forth on
Schedule 2.1(c);
---------------

               (d)    all rights of the Seller under the Contracts relating to
the Facility set forth on Schedule 2.1(d) (the "Assigned Contracts");
                          ---------------


                                      - 4 -

<PAGE>



               (e) to the extent  permitted by applicable  Law, all rights under
all permits,  consents, plans,  registrations and other documents,  commitments,
arrangements,  undertakings, practices or authorizations held in connection with
the operation of the Facility set forth on Schedule 2.1(e);

               (f)    all office and other supplies and inventories used by the
Seller in connection with the Facility set forth on Schedule 2.1(f);
                                                    ---------------

               (g)    all computer software and hardware set forth on
Schedule 2.1(g) used in connection with the Facility;
--------------


               (h) all  books of  account,  financial  and  accounting  records,
marketing and advertising material,  files and patient and supplier lists solely
used by the Seller in connection with the Facility; and

               (i) all rights of the  Seller  relating  to or arising  out of or
under express or implied  warranties  from  suppliers with respect to any of the
Acquired Assets relating to the Facility.

               To the extent that the conveyance,  transfer or assignment of any
Assigned  Contract  shall  require  the  Consent  of any  Person  other than the
Purchaser  or  the  Seller,   this  Agreement  shall  not  constitute  any  such
conveyance,  transfer or  assignment,  or any  agreement  or attempt to agree to
convey,  transfer or assign the same,  if such action would  constitute a breach
thereof  unless and until such Consent shall have been  obtained,  provided that
the  Seller  shall,  to the  extent  not  prohibited  by the  relevant  Assigned
Contract,  license the  Acquired  Assets  which are the  subject  thereof to the
Purchaser at the Closing to use in the Facility. Following the Closing Date, the
Seller shall, if requested by the Purchaser, use commercially reasonable efforts
to obtain the consent of any party or parties to any such  Assigned  Contract to
the  transfer,  sublease or  assignment  thereof by the Seller to the  Purchaser
hereunder in all cases in which such consent is required for transfer,  sublease
or  assignment.  If any  such  consent  is  not  obtained,  or if any  attempted
assignment thereof would be ineffective or would affect the rights of the Seller
thereunder  such that the  Purchaser  would not in fact receive all such rights,
the  Seller  shall  perform  such  Assigned  Contracts  for the  account  of the
Purchaser  or  otherwise   cooperate  with  the  Purchaser  in  any  arrangement
reasonably  necessary to provide for the Purchaser  the benefits  under any such
agreement. Notwithstanding the foregoing, but subject to Section 2.3, the Seller
delegates to the  Purchaser and the  Purchaser  undertakes  to pay,  perform and
discharge in a timely  manner all Assigned  Contracts  under which the Seller is
bound with respect to the Facility, whether or not any consent to the assignment
thereof is required.

        2.2 Excluded  Assets.  Notwithstanding  anything to the contrary in this
Agreement,  the  Seller  shall  retain and shall not sell,  transfer,  convey or
assign to the Purchaser, and the Purchaser shall not purchase or acquire, any of
the Seller's  right,  title and interest in and to the following  (the "Excluded
Assets"):


                                      - 5 -

<PAGE>



               (a) all accounts  receivable arising from services provided up to
the date of the Closing Date,  notwithstanding that claims relating thereto have
not yet been issued (the "Accounts  Receivable").  If the Purchaser receives any
payment for the  Accounts  Receivable  owed to the Seller,  the  Purchaser  will
promptly  remit such payment to the Seller.  If the Seller  receives any payment
for any account  receivable owed to the Purchaser,  it shall promptly remit such
payment to the  Purchaser.  The Purchaser  agrees that any payment made by or on
behalf of patients shall be credited to the claim specified in the documentation
accompanying such payment. The Seller shall provide the Purchaser with a listing
of all such Accounts  Receivable  retained by the Seller as soon as  practicable
after the Closing;

               (b)    all cash of the Seller;

               (c)    all marketable securities of the Seller;

               (d)    all tax refunds of the Seller related to the Facility or
                      otherwise;

               (e) all causes of action,  judgments,  claims,  demands and other
rights of the Seller of every  kind or nature  arising  in  connection  with the
operation of the Facility prior to the Closing;

               (f)    all prepaid expenses, advances and deposits, including,
but not limited to, those set forth on Schedule 2.2(f);
                                       ---------------

               (g) the Contracts  relating to "excess  capacity" at the Facility
unless the provider  requests to transfer the "excess  capacity"  arrangement to
one of the Purchaser's MRI facilities; and

               (h)    all of the other assets of the Seller which are not
described in Section 2.1.

        2.3    Assumed Liabilities.
               -------------------

               (a) On the Closing Date, the Purchaser  shall assume and agree to
perform  in  accordance  with  their  terms all of the  Assigned  Contracts  and
leasehold  interests assigned to the Purchaser pursuant to Section 2.1, but only
to the extent the  obligations  to be performed are  attributable  to the period
subsequent  to the Closing.  Except as otherwise  expressly  provided in Section
2.3,  the  Purchaser  shall not assume or be  responsible  for any  liability or
obligation of the Seller,  and the Seller shall continue to be  responsible  for
all its known and unknown liabilities and obligations, whether arising prior to,
on or subsequent to the Closing Date,  not expressly  assumed by the  Purchaser,
whether or not related to the Facility.


               (b)  All  tangible   personal   property   taxes  or  assessments
chargeable  for calendar  year 2000 with respect to any of the Acquired  Assets,
and the unexpired cost of any transferable licenses, shall be prorated as of the
Closing Date (which shall be deemed the date of delivery of possession)  between
the Seller and the Purchaser on the basis of the number of days


                                      - 6 -

<PAGE>



falling  before and after the Closing Date. The  Purchaser,  at its option,  may
assume any  existing  policies  of  insurance  relating  to any of the  Acquired
Assets.  In the event of such  assumption  the  unexpired  portion of applicable
prepaid premiums shall be prorated as of the Closing Date between the Seller and
the  Purchaser on the basis of the number of days  falling  before and after the
Closing Date. The Seller will use its reasonable efforts to obtain readings with
respect to all  utilities  operated at the Facility as of the day  preceding the
Closing,  and at the Closing,  the Seller shall submit to the Purchaser receipts
or other appropriate evidence reflecting that all water,  electrical,  telephone
and other utility bills incurred by the Seller in its conduct of the business at
the Facility  have been paid through the day preceding  Closing.  All such bills
will be subject to later  adjustment  once evidence of the actual amounts due is
available to the parties. At the Purchaser's  request, if permitted,  the Seller
will transfer to the Purchaser use of its existing business telephone number(s).
Utility deposits previously paid by the Seller will be refunded by the Purchaser
unless the subject utility company requires the Purchaser to make a new deposit,
in which case the Seller will be responsible for collecting its deposit from the
utility.


        2.4 Purchase  Price and  Payment.  In  consideration  of the sale of the
Acquired Assets hereunder, in addition to assuming the Assumed Liabilities,  the
Purchaser  shall pay to the Seller the purchase price of $700,000 (the "Purchase
Price") at the Closing in  immediately  available  funds by wire  transfer to an
account or accounts designated in writing by the Seller or by certified check or
bank cashier's check made payable to the order of the Seller.

        2.5  Allocation of Purchase  Price.  The Purchase Price for the Acquired
Assets shall be allocated by the parties in  accordance  with  Schedule 2.5. The
Purchaser and the Seller shall file Tax Returns and reports in  accordance  with
such  schedule and neither  party shall take a position for tax purposes that is
not consistent with the specific allocations set forth on Schedule 2.5.

        2.6 Transfer Taxes.  All taxes incurred,  if any, in connection with the
transactions  contemplated  by this  Agreement,  other than the Seller's  income
taxes, shall be the responsibility of, and paid promptly by, the Purchaser. Each
party,  as  appropriate,  shall in a timely manner sign and swear to any return,
certificate,  questionnaire  or affidavit as to any matter  within its knowledge
required in connection with the payment of any such tax.

        2.7 Further Assurances. With respect to any Acquired Assets which cannot
be physically  delivered to the Purchaser  because they are in the possession of
third parties,  the Seller will give all necessary  instructions to the party in
possession  thereof and any other  person that the  Purchaser  reasonably  shall
designate that all of the Seller's right,  title and interest in and to the same
have  been  vested  in the  Purchaser  and  that the same are to be held for the
Purchaser's exclusive use and benefit.

        2.8  Risk of  Loss.  The  Seller  shall  bear  the  risk of loss for the
Acquired  Assets until the Acquired  Assets are  transferred to the Purchaser on
the Closing  Date,  and the Seller  shall be  entitled  to retain any  insurance
proceeds received, or any other rights, as a result of any such loss.


                                      - 7 -

<PAGE>



3.      CLOSING.

        3.1 Closing Date. The closing shall take place at the offices of Swidler
Berlin Shereff Friedman,  LLP, 405 Lexington Avenue, New York, New York 10174 on
November 15, 2000, at 10:00 a.m. (local time) or such other  location,  date and
time as to which the parties may mutually agree (the "Closing Date").

        3.2    Deliveries by the Purchaser at the Closing.  At the Closing, the
Purchaser shall have delivered to the Seller the following:

               (a)    the Purchase Price;

               (b)    resolutions duly adopted by the Managers of the Purchaser
authorizing the transactions contemplated hereby, certified by the Secretary
of the Purchaser;

               (c) a certificate  executed by the Chief Executive Officer of the
Purchaser  certifying  that the  representations  and  warranties  contained  in
Section 5 hereof are true and correct in all material respects as of the date of
this Agreement and that the Purchaser has  performed,  satisfied and complied in
all material respects with all covenants,  agreements and conditions required by
this Agreement,  including,  without  limitation,  the deliveries required under
this Section 3.2;

               (d)    certificates issued by the appropriate Governmental
Authorities evidencing, as of a recent date, the good standing of the Purchaser
in New York;

               (e)    copies of the applicable charter documents and all
amendments thereto of the Purchaser, certified by the appropriate Governmental
Authorities; and

               (f)    the Sublease, duly executed by the Purchaser.

        3.3    Deliveries by the Seller at the Closing.  At the Closing, the
Seller shall deliver to the Purchaser the following:

               (a) executed and acknowledged (if appropriate) assignments, bills
of sale and/or  certificates of title,  dated the Closing Date,  transferring to
the Purchaser all of the Acquired Assets;

               (b)    resolutions duly adopted by the Board of Directors of the
Seller authorizing the transactions contemplated hereby, certified by the
Secretary of the Seller;

               (c) a certificate  executed by the Chief Executive Officer of the
Seller certifying that the representations and warranties contained in Section 4
hereof are true and  correct  in all  material  respects  as of the date of this
Agreement  and that the Seller has  performed,  satisfied  and  complied  in all
material respects with all covenants, agreements and conditions required by this
Agreement,  including,  without  limitation,  the deliveries required under this
Section 3.3;


                                      - 8 -

<PAGE>



               (d)   certificates   issued  by  the   appropriate   Governmental
Authorities evidencing,  as of a recent date, the good standing of the Seller in
Delaware and New York;

               (e)    copies of the applicable charter instruments and all
amendments thereto of the Seller, certified by the appropriate Governmental
Authorities; and

               (f)    the Sublease, duly executed by the Seller.

4.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER.
        -------------------------------------------------------

        The Seller hereby represents, warrants and covenants to the Purchaser as
follows:

        4.1  Organization  and  Qualification.  The Seller is a corporation duly
organized,  validly existing and in good standing under the Laws of the State of
Delaware.  The Seller is duly qualified or licensed as a foreign entity,  and in
good standing, to do business in the State of New York.

        4.2 Authority.  The Seller has (or, as applicable,  prior to the Closing
will have) all requisite  power and  authority to enter into this  Agreement and
the  Sublease,  and  perform  its  obligations  hereunder  and  thereunder.  The
execution,  delivery and performance of this Agreement and the Sublease, and the
transactions  contemplated  hereby and  thereby,  have been (or, as  applicable,
prior to the Closing will be) duly  authorized  by all  necessary  action on the
part of the Seller.  This  Agreement has been duly executed and delivered by the
Seller and, assuming due authorization, execution and delivery by the Purchaser,
this  Agreement  constitutes  the valid and  binding  agreement  of the  Seller,
enforceable against it in accordance with its terms, except as may be limited by
bankruptcy,  moratorium and insolvency  Laws and other Laws affecting the rights
of  creditors'  generally  and except as may be limited by the  availability  of
equitable  remedies.  The  Sublease,  when executed and delivered by the Seller,
will  be  duly  executed  and   delivered  by  the  Seller  and,   assuming  due
authorization,  execution and delivery by the  Purchaser,  will be the valid and
binding agreement of the Seller,  enforceable  against it in accordance with its
terms,  except as may be limited by bankruptcy,  moratorium and insolvency  Laws
and other Laws affecting the rights of creditors' generally and except as may be
limited by the availability of equitable remedies.

        4.3 Compliance.  None of the execution and delivery of this Agreement by
the Seller,  the  consummation  by the Seller of the  transactions  contemplated
hereby,  or compliance  by the Seller with any of the  provisions  hereof,  will
violate, conflict with, or result in a breach of any provision of, or constitute
a  default  (or an event  which,  with  notice  or lapse of time or both,  would
constitute a default)  under, or result in the termination of, any of the terms,
conditions or provisions of (a) the organizational  documents of the Seller; (b)
any Assigned  Contract;  or (c) any Judgment to which any of the Acquired Assets
or the Facility  may be subject,  except for, in the case of each of clauses (b)
and (c) above, such violations,  conflicts,  breaches,  defaults or terminations
which would not have a Material Adverse Effect.


                                      - 9 -

<PAGE>



        4.4 Property.  On or prior to the Closing, the Seller will have good and
marketable  title (or valid leasehold  rights in the case of leased property) to
the  Acquired  Assets,  free and  clear  from  any  liens,  mortgages,  security
interests,  charges or  encumbrances  of any nature  whatsoever (the "Claims and
Encumbrances")  except  those  noted on  Schedule  4.4 and except for Claims and
Encumbrances arising by reason of (a) taxes,  assessments,  governmental charges
or claims not yet due; (b) security of payment of workers' compensation or other
insurance  or social  security  legislation;  (c)  deposits to secure  public or
statutory  obligations,  or in lieu of  surety,  performance  or  appeal  bonds,
entered into in the ordinary course of business; (d) leases of or other purchase
money  financing  with  respect to the  Acquired  Assets  described  on Schedule
2.1(c); or (e) operation of law in favor of carriers,  warehousemen,  landlords,
mechanics,  material  men,  laborers,  employees or  suppliers,  incurred in the
ordinary  course of business for sums which are not yet due. The equipment being
sold by the Seller  generally  has been  maintained  in good  working  order and
condition  (subject to reasonable wear and tear) in all material  respects,  and
all  inventories  being sold by the Seller having a minimum value of $500 are in
good condition in all material respects and do not include  materially  damaged,
defective or obsolete materials.

        4.5 Consents.  Except as set forth in Schedule 4.5, no notice to, filing
with, or Consent of, any Person is necessary for the  consummation by the Seller
of the transactions contemplated by this Agreement other than those Consents (a)
that are specifically  required pursuant hereto and (b) the failure to obtain of
which would not have a Material Adverse Effect.

        4.6  Permits and  Licenses.  Except as set forth on  Schedule  4.6,  all
material permits and licenses issued by any  Governmental  Authority used by the
Seller in  connection  with the  operation of the Facility are in full force and
effect in all material respects.

        4.7 Employees Arrangements. The Purchaser is under no obligation to, but
may,  offer  employment  to any or all of these  Employees.  The Seller shall be
solely  responsible for all compensation  accruing with respect to periods on or
after the Closing Date with respect to the Employees who are not employed by the
Purchaser following the Closing.  The Seller shall be solely responsible for all
severance and termination  payments,  if any, to be paid on or after the Closing
Date  with  respect  to the  Employees  who are not  employed  by the  Purchaser
following  the  Closing.  The  Seller  also  shall  be  solely  responsible  for
compensating  Employees who are employed by the Purchaser  following the Closing
for  all  vacation  accrued  through  the  Closing  Date  with  respect  to such
Employees.

        4.8  Compliance  With Laws.  The Seller is in compliance in all material
respects with all Laws  applicable to the operation of the Facility,  except for
such noncompliance which would not have a Material Adverse Effect.

        4.9 Legal Proceedings.  Except as set forth on Schedule 4.9, there is no
action, suit, proceeding,  complaint,  charge, Tax or other audit, investigation
or  arbitration  or other  method of settling  disputes or  disagreements  by or
before any  Governmental  Authority  pending or, to the knowledge of the Seller,
threatened that would have a Material Adverse Effect.

                            - 10 -

<PAGE>



        4.10   Finder's Fee.  The Seller has not incurred any obligation of any
kind whatsoever to any Person for a finder's fee in connection with the
transactions contemplated by this Agreement.

5.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.
        ----------------------------------------------------------

        The Purchaser hereby represents, warrants and covenants to the Seller as
follows:

        5.1  Organization.  The  Purchaser is a limited  liability  company duly
formed, validly existing and in good standing under the Laws of the State of New
York.

        5.2  Authority.  The  Purchaser  has (or,  as  applicable,  prior to the
Closing  will  have)  all  requisite  power  and  authority  to enter  into this
Agreement  and  the  Sublease,   and  perform  its  obligations   hereunder  and
thereunder.  The execution,  delivery and  performance of this Agreement and the
Sublease,  and the transactions  contemplated hereby and thereby, have been (or,
as  applicable,  prior to the Closing will be) duly  authorized by all necessary
action on the part of the  Purchaser.  This Agreement has been duly executed and
delivered by the  Purchaser  and,  assuming  due  authorization,  execution  and
delivery  by the  Seller,  this  Agreement  constitutes  the valid  and  binding
agreement of the Purchaser, enforceable against it in accordance with its terms,
except as may be limited by bankruptcy, moratorium and insolvency Laws and other
Laws  affecting the rights of creditors'  generally and except as may be limited
by the  availability  of equitable  remedies.  The  Sublease,  when executed and
delivered by the Purchaser, will be duly executed and delivered by the Purchaser
and, assuming due authorization,  execution and delivery by the Seller,  will be
the valid and binding  agreement  of the  Purchaser,  enforceable  against it in
accordance  with its terms,  except as may be limited by bankruptcy,  moratorium
and insolvency Laws and other Laws affecting the rights of creditors'  generally
and except as may be limited by the availability of equitable remedies.

        5.3 Compliance.  None of the execution and delivery of this Agreement by
the  Purchaser,   the   consummation  by  the  Purchaser  of  the   transactions
contemplated  hereby,  or compliance by the Purchaser with any of the provisions
hereof, will violate,  conflict with, or result in a breach of any provision of,
or  constitute  a default  (or an event  which,  with notice or lapse of time or
both, would constitute a default) under, or result in the termination of, any of
the terms,  conditions or provisions of (a) the organizational  documents of the
Purchaser,  (b) any material  Contracts to which the Purchaser is a party or (c)
any Judgment applicable to the Purchaser.

        5.4  Consents.  No notice to,  filing with, or Consent of, any Person is
necessary for the consummation by the Purchaser of the transactions contemplated
by this Agreement.

6.      COVENANTS.
        ---------

        6.1  Confidentiality.  Except as otherwise provided in this Section 6.1,
the Purchaser and the Seller shall not disclose any Confidential  Information of
the other party  hereto.  Prior to the Closing,  each of the  Purchaser  and the
Seller shall use the  Confidential  Information  solely in  connection  with its
analysis and review of the transactions contemplated by this Agreement;


                                     - 11 -

<PAGE>



provided that upon and  subsequent to the Closing all  Confidential  Information
specifically  relating to the Facility  provided to the  Purchaser by the Seller
shall  become the property of the  Purchaser,  and the  Purchaser  shall have no
further obligations in respect thereof pursuant to this Section 6.1.

        6.2  Sieman's  Magnet.  Each  party  shall take all  actions  reasonably
necessary or appropriate to sell the Seiman's Impact 1.0 Magneton (the "Seiman's
Magnet")  located at the  Facility and shall  periodically  report to each other
concerning the status thereof.  In the event of the sale of the Seiman's Magnet,
all gross proceeds from the sale shall be paid to the Seller; provided, however,
that if the gross  proceeds  exceed the sum of $100,000 any amounts in excess of
$100,000  shall be paid to the  Purchaser.  Whether or not any sale proceeds are
payable to the  Purchaser,  in all instances the Purchaser  shall be responsible
for, and shall bear all costs  associated  with,  the rigging and removal of the
Seiman's  Magnet from the  Facility.  The  foregoing  does not include  services
necessary to deinstall the Seiman's Magnet, but only the rigging, removal of the
equipment and removal of any building  walls,  if required,  and the  subsequent
replacement  thereof,  in each case in preparation of the  transportation of the
Seiman's Magnet.  Unless sold prior thereto, the parties agree that the Sieman's
Magnet shall be removed on or after (as the parties may determine) the date that
is three weeks after the Seller's  receipt of notice from the Purchaser  that it
has  received all  necessary  permits and  licenses  for the  renovation  of the
Facility,  but in no event earlier than December 18, 2000.  The Sieman's  Magnet
may be removed prior to such date as the Seller may  determine.  If the Seiman's
Magnet  has not  been  sold  prior to its  removal,  then  the  Seller  shall be
responsible for the  transportation and storage thereof until any such sale. The
Purchaser  agrees  that  it  will  maintain  reasonable  procedures  to  prevent
accidental  or other damage to the  Sieman's  Magnet until its removal and shall
use at least the same degree of care with respect to the Sieman's  Magnet as the
Purchaser uses to protect its own equipment.

7.      CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS.

        The  obligation  of the  Purchaser to purchase  the  Acquired  Assets is
subject to the fulfillment and satisfaction,  prior to or at the Closing, of the
following conditions which may be waived by the Purchaser:

        7.1 Consents. The Seller shall have obtained all Consents required by it
for the  consummation  of the  transactions  contemplated  under this Agreement,
other than such  Consents  which the  failure to obtain will not have a Material
Adverse Effect.

        7.2  Absence of  Litigation.  There shall not have been issued and be in
effect any order of any court or tribunal of  competent  jurisdiction  which (a)
prohibits or makes illegal the purchase by the Purchaser of the Acquired  Assets
or (b) would  impose  material  limitations  on the ability of the  Purchaser to
effectively  exercise full rights of ownership of the Acquired  Assets,  or of a
material  portion of the Facility as a result of the  transactions  contemplated
hereby.

        7.3    No Injunction.  On the Closing Date there shall be no effective
injunction, writ, preliminary restraining order or any order of any nature
issued by a court of competent jurisdiction


                                     - 12 -

<PAGE>



directing that the transactions provided for herein or any of them not be
consummated as so provided.

        7.4    Casualty Losses; Material Change.  Since the date of this
Agreement, the Facility shall not have suffered  any material casualty loss or
any material adverse change in its business or operations.

        7.5 Accuracy of Representations and Warranties.  The representations and
warranties  of the Seller shall be true and correct in all material  respects as
of the date when made and as of Closing  Date as though  made at that time,  and
the  Purchaser  shall have  received a  certificate  attesting  thereto from the
Seller, duly signed by the Chief Executive Officer of the Seller.

        7.6  Performance  by  the  Seller.  The  Seller  shall  have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement,  including,  without limitation,  the
deliveries  required under Section 3.3, and the Purchaser  shall have received a
certificate  attesting  thereto  from  the  Seller,  duly  signed  by the  Chief
Executive Officer of the Seller.

8.      CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS.

        The  obligations  of the Seller under this  Agreement are subject to the
fulfillment  and  satisfaction,  prior to or at the  Closing,  of the  following
conditions which may be waived by the Seller:

        8.1 Consents. The Purchaser shall have obtained all Consents required by
it for the consummation of the transactions contemplated under this Agreement.

        8.2  Absence of  Litigation.  There shall not have been issued and be in
effect  any order of any  court or  tribunal  of  competent  jurisdiction  which
prohibits or makes illegal the sale of the Acquired Assets.

        8.3 No  Injunction.  On the  Closing  Date there  shall be no  effective
injunction,  writ,  preliminary  restraining  order or any  order of any  nature
issued by a court of  competent  jurisdiction  directing  that the  transactions
provided for herein or any of them not be consummated as so provided.

        8.4 Accuracy of Representations and Warranties.  The representations and
warranties of the Purchaser  shall be true and correct in all material  respects
as of the date when made and as of Closing Date as though made at that time, and
the  Seller  shall  have  received  a  certificate  attesting  thereto  from the
Purchaser, duly signed the Chief Executive Officer of the Purchaser.

        8.5    Performance by the Purchaser. The Purchaser shall have performed,
satisfied and complied in all material respects with all covenants, agreements
and conditions required by this


                                     - 13 -

<PAGE>



Agreement,  including, without limitation, the deliveries required under Section
3.2, and the Seller shall have received a certificate attesting thereto from the
Purchaser, duly signed by the Chief Executive Officer of the Purchaser.

9.      SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

        9.1 Survival of  Representation  and  Warranties.  The  representations,
warranties,  covenants and  obligations  of the parties hereto shall survive the
Closing for 12 months,  except that  liability with respect to the breach of any
representation,  warranty,  covenant  or  obligation  as to  which  a  claim  is
reasonably  made  within such  12-month  period  shall  continue  until  finally
determined  and paid.  Any claim under this Section 9 by a party must be made by
written notice to the other party within said 12-month period.

        9.2  Indemnification by the Seller.  Subject to all of the provisions of
this Section 9, from and after the Closing, the Seller, by its execution of this
Agreement,   hereby  agrees  to  indemnify,   defend  with  counsel   reasonably
satisfactory to the Purchaser and save and hold the Purchaser  harmless from and
against, and reimburse the Purchaser for, any and all demands,  claims, actions,
causes of action,  assessments,  liabilities,  losses,  expenses,  judgments  or
deficiencies of any nature whatsoever (including, without limitation, reasonable
attorney's  fees and other costs and  expenses  incident to any suit,  action or
preceding)  ("Losses")  suffered,  incurred or sustained by the Purchaser  which
shall arise out of or result from any breach of any representation,  warranty or
covenant of the Seller in this Agreement (including,  without limitation,  those
set forth in Section 4 hereof) or nonfulfillment of any obligation of the Seller
under this  Agreement.  Notwithstanding  the foregoing,  the Seller shall not be
obligated to indemnify the Purchaser in respect of any Losses  unless,  and only
to the extent that,  the  aggregate of all Losses  exceeds  Twenty Five Thousand
Dollars  ($25,000.00),  and the  indemnification  obligations  of the  Seller in
respect of all Losses to the Purchaser shall be limited to the Purchase Price.

        9.3  Indemnification by the Purchaser.  Subject to all of the provisions
of this Section 9, from and after the Closing,  the Purchaser,  by its execution
of this Agreement,  hereby agrees to indemnify,  defend with counsel  reasonably
satisfactory  to the  Seller  and save and hold  the  Seller  harmless  from and
against, and reimburse the Seller for, any and all Losses suffered,  incurred or
sustained  by the Seller  which shall arise out of or result from (a) any breach
of any  representation,  warranty or covenant of the Purchaser in this Agreement
(including,  without  limitation,  those  set  forth in  Section  5  hereof)  or
nonfulfillment  of any obligation of the Purchaser under this Agreement,  or (b)
the operation of the Facility after the Closing except as expressly  provided in
Section 11.3.

        9.4 Third Party Claims. Should any claims be made or suit or proceedings
be instituted  against a party within the aforesaid  12-month  period which,  if
valid or prosecuted successfully, would be a matter for which the other party is
entitled to be defended,  saved harmless or indemnified  under this Section 9 (a
"Third Party Claim"),  the party entitled to be defended and  indemnified  shall
notify  the  other  party in  writing  concerning  the same  promptly  after the
assertion or commencement thereof.  Failure to provide such notice within thirty
(30) days after the assertion of any such written


                                     - 14 -

<PAGE>



claim or  commencement  of any such suit or  proceeding  shall relieve the other
party  of its  indemnification  obligations  hereunder  if the  other  party  is
prejudiced by such failure.  The party obligated by this Section 9 to defend and
indemnify  shall  control the defense of any Third Party Claim and shall use its
reasonable  efforts to defeat or  minimize  any Loss  resulting  from such Third
Party Claim.  The party providing the defense shall provide the other party with
such information and opportunity for consultation as may reasonably be requested
by it. The party being defended and  indemnified  shall render all assistance as
shall reasonably be requested in the defense of any Third Party Claim.

10.     TERMINATION.

        10.1 Right to  Terminate.  Notwithstanding  anything to the contrary set
forth in this Agreement,  this Agreement may be terminated and the  transactions
contemplated herein abandoned at any time prior to the Closing:

                      (i)    by mutual consent of the Purchaser, on the one
                             hand, and the Seller, on the other;

                      (ii)   by the Purchaser or the Seller if the Closing shall
                             not have  occurred by November 24, 2000;  provided,
                             however, that the right to terminate this Agreement
                             under this Section 10 shall not be available to any
                             party whose failure to fulfill any obligation under
                             this  Agreement  has been the cause of, or resulted
                             in,  the  failure  of the  Closing  to  occur on or
                             before such date;

                      (iii)  by  the  Purchaser  or the  Seller  if a  court  of
                             competent  jurisdiction shall have issued an order,
                             decree or ruling permanently restraining, enjoining
                             or   otherwise    prohibiting   the    transactions
                             contemplated  by this  Agreement,  and such  order,
                             decree,  ruling or other  action  shall have become
                             final and nonappealable;

                      (iv)   by the  Purchaser  if the Seller (a)  breaches  its
                             representations  and  warranties  in  any  material
                             respect,  or (b) fails to  comply  in any  material
                             respect  with any of its  covenants  or  agreements
                             contained herein; or

                      (v)    by the Seller if the  Purchaser  (a)  breaches  its
                             representations  and  warranties  in  any  material
                             respect,  or (b) fails to  comply  in any  material
                             respect  with any of its  covenants  or  agreements
                             contained herein.

        10.2  Obligations to Cease.  In the event that this  Agreement  shall be
terminated pursuant to Section 10.1, all obligations of the parties hereto under
this Agreement shall terminate and there


                                     - 15 -

<PAGE>



shall be no  liability of any party hereto to any other party except for (a) the
obligations with respect to confidentiality contained in Section 6.1 and (b) the
obligations with respect to costs contained in Section 12.1.

11.     OBLIGATIONS AFTER THE CLOSING.
        -----------------------------

        11.1 Tax Audits. Each party shall have the right, at its own expense, to
control any audit or determination by any Governmental  Authority,  initiate any
claim for refund or amended return, and contest,  resolve and defend against any
assessment,  notice of deficiency, or other adjustment or proposed adjustment of
Taxes for any taxable period for which that party is charged with responsibility
for filing a Tax Return  under this  Agreement  (collectively,  "Tax  Actions");
provided,  however, that the Seller, on the one hand, and the Purchaser,  on the
other,  shall  not have  the  right  to  agree  to any  assessment,  deficiency,
settlement,  or other  adjustment  or  proposed  adjustment  of Taxes that could
adversely  affect the interests of the other without such other party's  written
consent, which consent shall not be unreasonably withheld.

        11.2 Access.  The Purchaser hereby agrees that,  after the Closing,  the
Seller  and its  representatives  shall  have  access  to any  business  records
included in the  Acquired  Assets  which may be  necessary  for the Seller's tax
purposes or other business  purposes upon prior notice during  regular  business
hours.  Such access shall include an  opportunity  to make  photocopies  of such
records.

        11.3  Operation  of the  Facility.  Notwithstanding  anything  contained
herein to the contrary,  the Purchaser  hereby agrees that after the Closing and
until the later of (a)  December 18, 2000 and (b) the  commencement  date of the
Purchaser's  renovations to the Facility, the Seller may continue to operate the
Facility  in the same manner and to the same extent that it operated it prior to
the Closing and retain all  accounts  receivable  arising  from  services it may
provide at the  Facility  during such period,  and the Seller  shall  indemnify,
defend with counsel  reasonably  satisfactory to the Purchaser and save and hold
the Purchaser  harmless from and against,  and reimburse the Purchaser  for, any
and all Losses  suffered,  incurred or  sustained by the  Purchaser  which shall
arise  out of or  result  from the  foregoing  operation  by the  Seller  of the
Facility.  The Seller shall reimburse the Purchaser for any rental payments made
by the Purchaser to the Seller under the Sublease for the period it operates the
Facility after the Closing.

12.     MISCELLANEOUS.

        12.1   Legal and Accounting Expenses.  Except as otherwise provided
herein, the Seller and the Purchaser shall each bear its own expenses in
connection with this transaction.

        12.2  Publicity.  At all times from the date hereof to the Closing,  the
parties  shall agree with each other as to timing and  content  prior to issuing
any  announcement,  press release,  public statement or other information to the
press or any third  party with  respect to this  Agreement  or the  transactions
contemplated hereby;  provided,  however, that nothing herein shall prohibit any
party to this  Agreement  from  making  any  public  disclosure  regarding  this
Agreement and the transactions


                                     - 16 -

<PAGE>



contemplated hereby if, in the opinion of counsel to such party, such disclosure
is required by Law or by valid judicial process.

        12.3 Headings. Section headings contained in this Agreement are included
for convenience only and shall not affect the  interpretation  of any provisions
of this Agreement.

        12.4  Notices.   Any  notice,   demand,   request,   waiver,   or  other
communication  under this Agreement shall be in writing (including  facsimile or
similar  writing) and shall be deemed to have been duly given (a) on the date of
service if  personally  served,  (b) on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered, return
receipt requested, postage prepaid or (c) on the date sent if sent by facsimile,
to the parties at the following  addresses or facsimile numbers with a copy sent
by mail as  aforesaid  on the same date (or at such other  address or  facsimile
number for a party as shall be specified by like notice):

        If to the Purchaser, to:

                             PresGar Imaging of Highway, L.L.C.
                             15310 Amberly Drive, Suite 315
                             Tampa, Florida 33647
                             Attention: Gary Wright
                             Fax:

               With a copy to:

                            Bush Ross Gardner Warren & Rudy
                            220 South Franklin Street
                            Tampa, Florida 33602
                            Attention: David Jeffries
                            Fax: (813) 223-9620

        If to the Seller, to:

                             HealthCare Integrated Services, Inc.
                             Shrewsbury Executive Center
                             1040 Broad Street
                             Shrewsbury, New Jersey 07702
                             Attention: Elliott H. Vernon, Esq.
                             Fax: (732) 544-4070

               With a copy to:

                              Swidler Berlin Shereff Friedman, LLP
                              405 Lexington Avenue


                                     - 17 -

<PAGE>



                               New York, New York 10174
                               Attention: Scott M. Zimmerman, Esq.
                               Fax: (212) 891-9598

        12.5  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  Neither of the parties  hereto shall assign any rights or delegate any
duties  hereunder  without the prior written  consent of the other party hereto,
and any  assignment  made without such  consent  shall be void and  constitute a
default hereunder.

        12.6  Governing  Law.  This  Agreement  shall be construed in accordance
with,  and  governed  by, the  internal  laws of the State of New York,  without
giving effect to the principles of conflict of laws thereof.

        12.7 Entire  Agreement.  This Agreement,  including the Schedules,  sets
forth the entire  understanding and agreement of the parties with respect to its
subject matter and supersedes any and all prior understandings,  negotiations or
agreements among the parties hereto, both written and oral, with respect to such
subject matter.

        12.8  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts, each of which shall be deemed to be an original, but all of which,
when taken together, shall constitute one and the same agreement.

        12.9  Severability.  In the event that 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,  in whole or in part,  the  validity  of the
remaining  provisions  shall not be affected  and the  remaining  portion of any
provision  held to be  invalid,  illegal  or  unenforceable  shall  in no way be
affected, prejudiced or disturbed thereby.

        12.10 No  Prejudice.  This  Agreement  has  been  jointly  prepared  and
negotiated by the parties  hereto and the terms hereof shall not be construed in
favor  of or  against  any  party  on  account  of  its  participation  in  such
preparation.

        12.11 No Third Party Beneficiaries.  This Agreement shall not confer any
rights or  remedies  upon any  Person  other than the  parties  hereto and their
respective successors and permitted assigns.

        12.12  Amendment and Modification.  This Agreement may be amended or
modified only by written agreement executed by all parties hereto.

        12.13  Schedules.  Disclosure of any  information in any Schedule hereto
shall be deemed to be disclosure in all Schedules  hereto,  excluding,  however,
those Schedules for which a response of "None" has been given, and shall qualify
and amplify each of the Seller's representations and


                                     - 18 -

<PAGE>



warranties  to the  same  extent  as if  specific  reference  were  made to such
Schedule in the representation or warranty.

        12.14 Waiver. Each of the parties hereto may (a) extend the time for the
performance  of any of the  obligations or other acts of any other party hereto,
(b) waive any  inaccuracies  in the  representations  and  warranties  contained
herein or in any document  delivered  pursuant  hereto,  or (c) waive compliance
with any of the  covenants,  agreements  or  conditions  contained  herein.  Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid  only if set forth in a written  instrument  signed by the party  granting
such waiver.  Such waiver or failure to insist upon strict  compliance with such
obligation,  covenant,  agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or future failure.




                                     - 19 -

<PAGE>



        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date set forth above.


                      HEALTHCARE INTEGRATED SERVICES, INC.



                      By: /s/ Elliott H. Vernon
                         ---------------------------------
                             Name:      Elliott H. Vernon
                             Title:     Chairman of the Board and Chief
                                        Executive Officer


                      PRESGAR IMAGING OF HIGHWAY, L.L.C.



                      By: /s/ Gary Wright
                          ---------------------------------
                             Name:      Gary Wright
                             Title:







                                     - 20 -

<PAGE>


                                    SCHEDULES

o       Schedule 2.1(a): Furniture, Furnishings, Fixtures and Leasehold
        Improvements

o        Schedule 2.1(b): Equipment, Machinery, Tools and Personal Property

o        Schedule 2.1(c): Leasehold Interests

o        Schedule 2.1(d): Assigned Contracts

o        Schedule 2.1(e): Permits, Consents, Plans and Registration

o        Schedule 2.1(f): Supplies and Inventories

o        Schedule 2.1(g): Computer Software and Hardware

o        Schedule 2.2(f): Excluded Prepaid Expenses, Advances and Deposits

o        Schedule 2.5: Purchase Price Allocation

o        Schedule 4.4: Claims and Encumbrances

o        Schedule 4.5: Consents

o        Schedule 4.6: Permits and Licenses

o        Schedule 4.7: Employees and Employment Arrangements

o        Schedule 4.9: Legal Proceedings




                                     - 21 -