<PAGE>


                            ASSET PURCHASE AGREEMENT


                                 By and Between

             HEALTHCARE IMAGING SERVICES OF RITTENHOUSE SQUARE, INC.

                                       and

                        RITTENHOUSE IMAGING CENTER, L.P.

                           Dated: as of March 5, 2001

<PAGE>
                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE  AGREEMENT is made as of March 5, 2001 (the  "Signature
Date") by and between HEALTHCARE IMAGING SERVICES OF RITTENHOUSE SQUARE, INC., a
corporation  having  an  address  at  1705  Rittenhouse  Square,   Philadelphia,
Pennsylvania  19103  (hereinafter  referred to as  "Seller"),  and,  RITTENHOUSE
IMAGING CENTER,  L.P., a Pennsylvania  limited  partnership having an address at
1705 Rittenhouse Square, Philadelphia,  Pennsylvania 19103 (hereinafter referred
to as "Purchaser").

                               W I T N E S S E T H

WHEREAS,  Seller owns and operates a diagnostic  imaging  facility
(the "Facility") located at 1705 Rittenhouse Square, Philadelphia,  Pennsylvania
(the "Premises"); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase,
all of Seller's  right,  title,  and  interest in and to the assets  utilized by
Seller in the operation of the Facility,  excluding any real  property,  cash or
cash  equivalents,  and any accounts  receivable or other rights to payment (the
"Assets");

NOW,  THEREFORE,  in  consideration  of the foregoing  premises,  the respective
promises,  representations,  covenants and warranties hereinafter set forth, and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, Seller and Purchaser hereby agree as follows:

<PAGE>

  1.  PURCHASE.

     (a) Subject to the terms and  conditions  hereof and on the basis of and in
reliance upon the covenants,  agreements and  representations and warranties set
forth herein,  on March 5, 2001 or such earlier date as the parties may mutually
agree  upon in writing  (the  "Closing  Date"),  Seller  hereby  agrees to sell,
transfer,  assign,  convey,  release  and deliver to  Purchaser  by bill of sale
("Bill of Sale"),  free and clear of all liens,  encumbrances and adverse claims
of any nature whatsoever and Purchaser hereby agrees to purchase and accept from
Seller,  all of Seller's  right,  title and  interest in and to the Assets.  The
Assets shall include, without limitation, the following:

     (i) Equipment.  All of the fixtures,  leasehold  improvements,  medical and
office equipment and furniture and other tangible property used at the Facility,
including  the items  listed on Exhibit 1A, but  excluding  the items  listed on
Exhibit 1B.

     (ii) Patient Records.  All currently existing patient lists, patient credit
information and histories and clinical records, including but not limited to all
charts, documents, radiographs, photographs and slides pertaining to patients of
the Facility and other  documents and records  generated in connection  with the
Facility.

     (iii)  Miscellaneous  Assets.  The goodwill of the Seller's business at the
Facility  together  with  all of  Seller's  rights  in and  to  the  trade  name
Rittenhouse  Square  Imaging  and  other  intangible  assets  of  the  Facility,
including  Seller's  rights  under  the  contracts  listed  on  Exhibit  1C (the
"Assigned  Contracts") and telephone and fax numbers,  to the extent assignable,
but excluding any cash or cash equivalents, and any accounts receivable or other
rights to payment for services performed prior to the Closing Date.

     (iv) Personal  Property.  All other personal property of the Seller used in
the Facility  including,  without limitation,  prepaid items,  utility and other
deposits,  supplier lists, and to the extent assignable,  all present and future
causes of action and claims, including claims

                                            2

<PAGE>
under  warranties  related to the Assets but  excluding  claims for  payment for
medical services rendered prior to the Closing Date.

     (b) Assumption. On the Closing Date, Purchaser shall assume all of Seller's
obligations  that  accrue  from and after the  Closing  Date under the  Assigned
Contracts.

     (c) Maintenance of Assets. All of the Assets transferred hereunder shall be
maintained  by Seller and  delivered to Purchaser at the Premises on the Closing
Date in the same good  condition and working order  existing as of the Signature
Date, reasonable wear and tear excepted.

     (d) Risk of Loss. Seller shall bear all risk of destruction, loss or damage
to  the  Assets  due  to  fire  or  other  casualty  until  the  closing  of the
transactions  contemplated hereunder.  In the event of any destruction,  loss or
damage to the Assets,  the Purchase  Price (as defined below) may be adjusted at
the closing to reflect  such  destruction,  loss or damage,  in such  amounts as
Purchaser and Seller shall agree upon in good faith;  provided,  that  Purchaser
wishes to proceed with the purchase of the Assets hereunder.

     (e) Liabilities.  Except for Seller's  obligations  accruing from and after
the Closing Date under the Assigned Contracts,  Purchaser shall not be deemed to
have  assumed,  and  Seller  shall  remain  responsible  for,  any  liabilities,
obligations, or debts of Seller of any type or nature, whether known or unknown,
fixed,  contingent  or  otherwise,  and  whether or not  threatened  or pending,
including,  but not  limited  to, (i)  liability  based on  tortious or wrongful
actions,  (ii) taxes of any kind,  (iii)  wages or  benefits  for  employees  or
agents, (iv) obligations to any shareholders,  (v) payment of rent, service fees
or any  types of  invoices  payable  by  Seller  or its  shareholders,  and (vi)
recoupment or refund of amounts paid by any third party payor, including refunds
requested  by  federal,  state  or  local  government.  Further,  Seller  hereby
indemnifies and holds Purchaser harmless

<PAGE>

from and  against any and all  obligations  and  liabilities  of Seller not
expressly  assumed by Purchaser  hereunder.

     2. PAYMENT. (a) Purchase Price. As consideration for the Assets,  Purchaser
shall pay Seller One Million Five Hundred  Thousand  Dollars  ($1,500,000)  (the
"Purchase Price"):

     (i) Eight Hundred Thousand ($800,000) Dollars, payable by certified or bank
check or wire  transfer to an account  designated by Seller on the Closing Date,
and

     (ii) Seven Hundred Thousand Dollars  ($700,000) (the "Post- Closing Price")
payable in the  following  manner:  Twenty-five  percent  (25%) of the amount by
which revenue  generated at the Facility  following the Closing Date exceeds Two
Hundred  Fifty-Thousand  Dollars  in any  calendar  quarter  (the  "Post-Closing
Revenue  Payments  "),  up to a maximum  of Seven  Hundred  Thousand  ($700,000)
Dollars (subject to the credit described in Section 2(b) hereof),  payable, with
respect to each calendar quarter,  no later than twenty (20) days after the last
day of such calendar quarter; provided, however, that (A) Purchaser's obligation
to pay  the  outstanding  balance  of the  Post-Closing  Price  shall  terminate
following the payment of all  Post-Closing  Revenue Payments due with respect to
revenues  generated  prior to the twentieth  (20th)  complete  calendar  quarter
following  the Closing  Date (the "Five Year  Anniversary"),  and (B) the entire
unpaid  balance of the  Post-Closing  Price  shall  become  immediately  due and
payable (1) if and when prior to the Five Year  Anniversary  the Purchaser shall
(X) fail on any ten consecutive  business days to provide  adequate  staffing of
the Facility during normal  business hours for the performance of  substantially
all of the MRI services for which the Facility  receives  requests and which can
be properly  performed with the Assets or (Y) (i) admit in writing its inability
to  pay  debts  generally  as  they  become  due;  (ii)  file a  petition  to be
adjudicated  as  voluntary  bankrupt  or  for  reorganization,   dissolution  or
liquidation

<PAGE>
or file a petition  or  otherwise  take  advantage  of any state of federal
bankruptcy or insolvency law; (iii) be the subject of any  involuntary  petition
in bankruptcy  and such petition has not been withdrawn or stayed within 60 days
of the filing of same;  (iv) make an assignment  for the benefit of creditors or
seek a composition with creditors;  (v) have a receiver  appointed for itself or
for the whole or any substantial part of its properties;  or (vi) be adjudicated
as  bankrupt,  and (2)  from the  proceeds  of any  fire or  casualty  insurance
maintained with respect to the Facility to the extent that such proceeds are not
used within six (6) months of receipt  thereof  for the repair of the  Facility.
Any insurance  proceeds  described in clause(B)(2) of this subparagraph shall be
held in a segregated  account  until applied to the repair of the Facility or to
payment of the  Purchase  Price.

     (iii) . During the time when any  Post-Closing  Revenue Payments = shall be
due  hereunder,  Seller  shall  have the  right  of  reasonable  access,  during
Purchaser's   normal  business  hours  and  upon  reasonable  prior  notice,  to
Purchaser's  financial records for the sole purpose of verifying the accuracy of
such Post-Closing Revenue Payments.

     (b)  Upgrade  Credit.
     (i) If at any time  after  the  Closing  Date,  the  Purchaser  closes  the
Facility and commences  construction  or renovations for the purpose of removing
the  MRI  system  included  in the  Assets,  and  installing  a new  MRI  system
("Facility  Upgrade  Closure"),  Purchaser shall be entitled to a credit against
the Post-Closing Revenue Payments remaining due in an amount equal to the lesser
of (A) the Purchaser's  Net Cost (as defined below),  or (B) the amount by which
Seven  Hundred  Thousand  $700,000  Dollars  exceeds  the  Post-Closing  Revenue
Payments  accrued  prior to the  Facility  Upgrade  Closure  (the  "Post-Closing
Payment Balance"). "Purchaser's Net Cost" means the out-of-pocket costs incurred
by the Purchaser for the planning, construction, renovation and acquisition of a
new MRI system,  less the trade-in  value of the Existing MRI System at the time
of the Facility Upgrade Closure.

<PAGE>


     (ii) Purchaser shall have the sole  discretion to determine  whether or not
to upgrade the Facility as  contemplated by this Section 2(b). In the event that
Purchaser  elects to so upgrade the Facility,  Purchaser  shall inform Seller of
the  proposed  upgrade  plans,  and Seller and  Purchaser  shall each obtain and
submit  written bids for the  construction  and  renovation  work from reputable
contractors that are licensed and qualified to conduct such business in the City
and County of Philadelphia  and the  Commonwealth  of  Pennsylvania  ("Qualified
Contractors").  In the event that the bids differ by more than  $50,000,  Seller
and  Purchaser  shall each obtain and submit a second  written bid from  another
Qualified Contractor.  For purposes of calculating the Purchaser's Net Cost, the
actual  out-of-pocket  costs for construction and renovation shall be limited to
the  average of (i) the lower of the two bids  submitted  by the Seller and (ii)
the lower of the two bids submitted by the Purchaser.  In the event that such an
upgrade is done, the entire  Post-Closing  Payment Balance, if any, shall be due
to Seller on the thirtieth (30th) day following the re-opening of the Facility.


     (c)  Allocation of Purchase  Price.  The  allocation of the Purchase  Price
among the Assets and the covenant  not to compete (as set forth under  Section 7
below)  shall be made in  accordance  with the  schedule set forth on Exhibit 2,
attached  hereto  and  made a part  hereof.  The  parties  agree to abide by the
allocations  set  forth  above  in  making  any and all  reports  of the  action
contemplated  herein,  including  reports  for  purposes  of  federal  and state
taxation.


     (d) Closing  Adjustments.  Purchaser  shall  reimburse  Seller for pre-paid
rent, real estate taxes and utilities for periods prior to the closing date, and
for any security deposits upon presentation of satisfactory  evidence thereof by
Purchaser at the closing or within one month thereafter.

     <PAGE>

     (e) Purchaser's  right,  title and interest in and to all personal property
of the Purchaser, including, but not limited to, all equipment,  furnishings and
accounts  and all  proceeds  thereof  (the  "Collateral"),  to secure the unpaid
balance of the Purchase Price.  Purchaser shall execute Uniform  Commercial Code
financing  statements  and take such  other  actions  as may be  appropriate  to
perfect the security  interest granted hereby,  and shall notify Seller not less
than  15 days  prior  to  relocation  of the  Collateral  or any  change  in the
Purchaser's principal place of business. Such security interest shall be subject
to the consent of and subject and  subordinate  to the interest of DVI Financial
Services  Corp.  ("DVI") in and to the  Collateral,  and Seller shall  execute a
subordination   agreement  in  favor  of  DVI   reflecting  the  terms  of  such
subordination.

     3. SELLER'S  REPRESENIATIONS  AND  WARRANTIES.  Except where  otherwise set
forth in this Agreement, Seller represents, warrants, and agrees as follows:

     (a)  Organization  and Standing.  Seller is a corporation  duly  organized,
validly  existing  and  in  good  standing  under  the  laws  of  the  State  of
Pennsylvania. Seller has all power and authority to carry on its business as now
conducted and all governmental licenses, authorizations,  consents and approvals
to carry on its business as now conducted.

     (b) Binding Agreement.  Seller has taken all corporate actions necessary to
authorize its execution of this Agreement and the other documents required to be
delivered to Seller herewith  (collectively,  "Seller's Transaction  Documents")
and to which Seller is a party,  and to carry out its obligations  hereunder and
thereunder.  This Agreement is a legal,  valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.

     (c) Compliance with Law and Instruments.  The business and operation of the
Facility  have been and are being  conducted in accordance  with all  applicable
laws,  rules,  regulations and ordinances  including,  without  limitation,  the
Federal Environmental Protection Act,

<PAGE>
the  Occupational  and Safety Hazards Act,  Medicare and Medicaid rules and
regulations,  all federal,  state and local  licensing and health laws and other
similar  laws.  Except  as set forth on  Exhibit  3C,  there are no  outstanding
notices  of  violation  or  noncompliance  involving  Seller  issued  by the any
governmental  agency or authority.  In signing,  delivering and performing  this
Agreement, Seller, to the best of its knowledge, does not violate any law, rule,
regulation or ordinance, and does not cause a breach, default, or the imposition
of any lien or encumbrance  on any property of any  arrangement,  agreement,  or
other instrument to which Seller is a party or by which Seller is bound.

     (d)  Litigation.  Except as set  forth on  Exhibit  3D,  there are no legal
actions, litigation, suits, administrative proceedings,  government proceedings,
arbitrations,  judgments,  orders,  writs or  injunctions  presently  pending or
threatened  against Seller,  its assets or business;  and Seller is not aware of
any facts that it reasonably  anticipates  may result in any such action,  suit,
arbitration or other proceeding.

     (e)  Governmental  Permits.  Attached  hereto as  Exhibit  3E is a true and
correct list of all governmental permits and approvals relating to the operation
of the  Facility and the Assets and the  provision of medical  services by or on
behalf of Seller  which  Seller  has  heretofore  obtained  and which are now in
effect.  Seller,  to the best of its knowledge,  is not in default under and has
not received any notices of any claim,  default,  deficiency or violation or any
other proceeding, relating to any such governmental permit or approval.
(f) Title to Properties and Assets. Except as set forth on Exhibit

     3F,  Seller is the sole owner of the Assets,  holding good,  absolute,  and
marketable title to all of the Assets,  free and clear of any mortgage,  pledge,
lien, charge,  security  interest,  encumbrance,  or restriction  (collectively,
"Title  Objections").  Upon  transfer of the Assets  hereunder,  Purchaser  will
acquire  good  and  marketable  title  thereto,  free  and  clear  of all  Title
Obligations. Between the Signature Date and

<PAGE>

     the Closing Date, Seller shall not transfer,  lease, mortgage or pledge the
Assets,  or subject  the Assets to any lien,  charge,  security  interest or any
other encumbrance of any kind.

     (g) Solvency.  Seller is solvent and will not be rendered  insolvent by the
transfer  contemplated  by this  Agreement.  Seller  will  be  able to meet  its
business obligations as they become due subsequent to the Closing Date.

     (h) Condition of  Properties  and Assets.  All  equipment  and  furnishings
valued on Seller's  books (net of  depreciation)  at greater  than Five  Hundred
($500) Dollars owned by Seller are in good  condition and working order,  taking
into  account  their age and  subject  to normal  wear and tear,  at the time of
execution of this Agreement.  All manufacturer  warranties for the equipment and
furnishings,  if any, are in the name of Seller.  Any leases,  service contract,
licenses or other contract or instruments  that constitute  Assets hereunder are
valid and  effective in  accordance  with their terms,  and there is no existing
default by Seller of any of its obligations thereunder.

     (i) Operations.  Prior to the Closing Date, Seller shall not enter into any
transaction  or  perform  any  act  that  would   constitute  a  breach  of  the
representations, warranties, or agreements contained in this Agreement. Prior to
the Closing Date,  Seller shall  operate the Facility in the ordinary  course of
business.

     (j) No  Competing  Practice.  Seller  does  not own or  control  any  other
practice or entity, including, without limitation, any entity providing services
similar to the Facility within the City of Philadelphia.

     (k) Consents. Except as set forth on Exhibit 3K, no license, consent, order
or authorization of, or filing with any person, entity or governmental agency or
authority is required in connection with Seller's execution and delivery of this
Agreement or any of Seller's  Transaction  Documents or for the  consummation by
Seller of the transactions contemplated hereby and thereby.

<PAGE>

     (l) Absence of Conflicting  Agreements.  The execution and delivery of this
Agreement  does not,  and the  execution  and  delivery of Seller's  Transaction
Documents  by  Seller  and  the  performance  by  Seller  of  the   transactions
contemplated hereby and thereby will not: (i) conflict with any provision of the
Articles of  Incorporation,  Bylaws or other  charter  document of Seller;  (ii)
violate or conflict with any applicable law, or any applicable  rule,  judgment,
order, writ,  injunction or decree of any court as such is applicable to Seller;
(iii)  violate  or  conflict  with  any  applicable  rule or  regulation  of any
administrative  agency or other governmental  authority as such is applicable to
Seller;  (iv) result in a breach of or a default  under (or with notice or lapse
of time,  or both,  result in a breach of or  constitute  a default  under)  any
agreement  lease,  indenture,  instrument  or contract to which  Seller is now a
party or by which it is bound. Such execution, delivery and performance will not
result in the creation or imposition of any liens or other  encumbrances  on any
of the Assets in favor of third parties.


     (m) Labor Matters.  None of the employees of the Facility is represented by
any union or other collective bargaining  representative nor are there currently
any  attempts  by any union or other  collective  bargaining  representative  to
organize  employees and there have been no such  attempts  within the last year.
All  employees of the Facility are  employees at will and may be  terminated  by
Seller without penalty or liability.

     (n) Employee Benefit Plans.  Seller has not established any  profit-sharing
bonus, pension, retirement, incentive, vacation, holiday, health, life insurance
or other similar  plan,  policy or  arrangement  for any of the employees of the
Facility,  whether  subject to the Employee  Retirement  Income  Security Act of
1974, as amended,  or otherwise.  Seller has no unfunded  liabilities  under any
pension or other employee benefit plan which it may have established or to which
it is bound.

<PAGE>

     (o) No Unusual  Arrangements with Employees.  Seller has no unusual or cash
payment  arrangements  with any of Seller's  employees.  All  employees are paid
through Seller's payroll system and receive only the payments  disclosed by such
system.

     (p) Relationships.  There are no disputes or controversies existing between
Seller or the  Facility  and any of its clients or patients  with respect to any
service  provided  by the  Facility.  There  are no  disputes  or  controversies
existing  between  Seller or the Facility  and any supplier or other  contractor
with respect to any product or service  purchased by Seller or the Facility from
such person.

     (q) Third Party  Payors.  Seller is in good standing with the United States
Department of Health and Human Services ("DHHS") and all similar state agencies.
Seller,  to the  best of its  knowledge,  has not had any  action  or  complaint
brought  against it or been  reprimanded or  sanctioned,  by DHHS or any similar
state agency for any alleged fraud, abuse or other wrongful conduct. Neither the
Health  Care  Financing   Administration   ("HCFA"),  the  Division  of  Medical
Assistance and Health  Services nor any similar  federal or state agency has any
claim or any possible claim for monies due or to become due.

     (r) Insurance. Seller has policies of insurance on the Facility,  equipment
and inventory in connection  with the Facility in amounts deemed  sufficient and
reasonable by management of Seller.

     (s) Taxes.  Seller has filed all tax returns required to be filed by Seller
under the laws of the United States,  the Commonwealth of Pennsylvania,  and the
applicable  governmental  localities.  Seller  has  paid  or set up an  adequate
reserve in respect of all such taxes for the  periods  covered by such  returns.
Seller has no tax liability for which no tax reserve has been made in respect of
any  jurisdiction  in which the  failure to do so will have a  material  adverse
effect on

<PAGE>

     the Facility.  The amounts set up as provisions for taxes by Seller for the
Facility are sufficient for all accrued and unpaid  federal,  state,  county and
local taxes,  including any interest and penalties in connection  therewith,  of
Seller,  whether  or not  disputed,  for all  fiscal  periods to the date of the
Balance Sheet (as  hereinafter  defined).  Seller has not been notified that any
income tax returns of Seller is currently  under audit by the  Internal  Revenue
Service or any state tax agency.  No agreements have been made by Seller for the
extension of time or the waiver of the statute of limitation  for  assessment of
any tax. Seller has withheld proper and accurate  amounts from its employees for
all  periods  to  ensure  full and  complete  compliance  with  tax  withholding
provisions of applicable federal,  state and local tax laws; proper and accurate
federal,  state and local tax returns  have been filed by Seller for all periods
for which  returns were due with  respect to sales,  withholding,  F.I.C.A.  and
unemployment taxes, in the amount shown thereunder to be due and payable and all
such amounts have been paid in full.

     (t)  Hazardous  Substances.  To the  best of  Seller's  knowledge,  neither
Seller,  nor to Seller's  knowledge,  any other person,  has caused or permitted
Seller's assets to be used to generate,  manufacture,  refine, transport, treat,
store, handle,  dispose,  transfer,  produce or process Hazardous Substances (as
hereinafter  defined),  or other dangerous or toxic  substances,  oils, or solid
waste,  and neither Seller,  nor to Seller's  knowledge,  any other person,  has
caused or  permitted  any Release  (as  hereinafter  defined)  of any  Hazardous
Substance  on or offsite of Seller's  property,  including,  but not limited to,
property  leased to  Seller.  "Hazardous  Substances"  include  any  pollutants,
dangerous substances,  toxic substances,  hazardous wastes, hazardous materials,
oils,  or hazardous  substances  as defined in or pursuant to the  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act,  42 U.S.C.  Section
9601-9657  ("CERCLA"),  or any other federal,  state or local environmental law,
ordinance, rule or regulation as such laws, ordinances, rules or
<PAGE>
     regulations  exist  as of  the  date  hereof.  "Release"  means  releasing,
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping. Purchaser acknowledges that Seller has
caused medical waste arising from the Facility's operations to be disposed of in
accordance  with applicable  laws and  regulations.  Seller has not received any
notice from any  governmental  agency that Seller is a  potentially  responsible
party in any proceeding under CERCLA or any similar state or local environmental
statute or regulation.

   (u) Finders.  No broker or finder has acted for Seller in  connection  with
the  transactions  contemplated  by this  Agreement,  and no broker or finder is
entitled to any broker's or finder's fee or other  commission in respect thereof
based in any way on agreements,  understandings or arrangements with Seller.


     (v) Disclosure.  No  representation or warranty by Seller in this Agreement
and no  information in any  statement,  certificate,  schedule or other document
furnished or to be furnished to the Purchaser  pursuant hereto, or in connection
with the transaction  contemplated  hereby,  contains or will contain any untrue
statement  of a material  fact,  or omits or will omit to state a material  fact
necessary to make the  statements  contained  herein or therein not  misleading.
Except as disclosed in this  Agreement and the exhibits and  schedules  attached
hereto and excluding,  economic,  business and regulatory  factors affecting the
Facility  generally,  there is no fact  which  Seller has not  disclosed  to the
Purchaser  in writing  which  materially  adversely  affects  or may  materially
adversely  affect  the  Facility,  operations,  prospects,  assets,  profits  or
conditions (financial or otherwise) of the Facility.

     (w)  Financial  Statements.  Seller has  delivered  to  Purchaser  true and
correct  copies of (i)  Seller's  income  tax  statements  for the  years  ended
December 31, 1999,  December 31, 1998 and December 31, 1997,  and (ii)  Seller's
unaudited income statement and balance sheet for the

<PAGE>

     six month period ended 2000 (the  "Balance  Sheet").  There is no basis for
the assertion  against  Seller or the Facility of any liability or obligation of
the Facility of any nature or in any amount.

     (x)  Absence of Certain  Events.  Since the date of Seller's  last  audited
balance sheet and except as reflected on Seller's most recent unaudited  balance
sheet, (the "Balance Sheet"), Seller has not: (i) sold, assigned, transferred or
otherwise disposed of, or entered into an agreement to sell, assign, transfer or
otherwise  dispose of, any asset used in the  Facility,  except in the  ordinary
course of business consistent with past practice; (ii) increased the salaries or
other compensation of, or made any distributions,  advances  (excluding advances
for ordinary and necessary  business  expenses) or loans to any employees of the
Facility or made any increase in, or any additions  to, other  benefits to which
any  employees of the Facility  may be entitled  other than salary  increases to
non-management  level employees made in the ordinary  course of business;  (iii)
entered into any transaction relating to, or affecting,  the Facility other than
in  the  ordinary  course  of  business  consistent  with  past  practice;  (iv)
accelerated  the  collection of any fees or otherwise  collected  such fees in a
manner not consistent  with the normal  practice of the Facility;  (v) mortgaged
and pledged any of the Assets,  or suffered  the  creation of any lien,  pledge,
mortgage,  easement,  security  interest,  conditional  sales  contract or other
encumbrance of any nature  whatsoever,  other than the liens, if any, of current
taxes  not  yet  due  and  payable;  (vi)  made or  suffered  any  amendment  or
termination of any material contract, commitment, lease, instrument or agreement
relating to the Facility;
<PAGE>
     (vii) except in the ordinary  course of the Facility  consistent  with past
practice,  discharged  or  satisfied  any  lien  or  encumbrance,  or  paid  any
liabilities or failed to pay or discharge when due any liabilities,  the failure
to pay or  discharge of which has caused or may cause any damage or risk of loss
to the Facility;  (viii)  changed any of the accounting  principles  followed by
Seller or the methods of applying  such  principles;  (ix)  forgiven,  canceled,
modified  or waived  any debts or claims  held by  Seller  with  respect  to the
Facility or waived any rights of substantial value relating to the Facility; (x)
borrowed  or agreed to borrow any funds or  voluntarily  incurred,  assumed,  or
become  subject to,  whether  directly or by way of guarantee or otherwise,  any
obligation or liability other than in the ordinary course of the Facility;  (xi)
issued or sold any stock,  notes,  bonds or other securities,  or any options or
warrants  to purchase  the same,  or entered  into any  agreement  with  respect
thereto, whether or not in the ordinary course of the Facility; or (xii) changed
the rates  which it or its agent  charges  its  patients  for the  rendering  of
medical services.

     4. PURCHASER'S  REPRESENTATIONS AND WARRANTIES.  Except where otherwise set
forth in this Agreement, Purchaser acknowledges, warrants, represents and agrees
as follows: (a) Qualifications. Purchaser is a Pennsylvania limited partnership,
duly organized and in good standing in the Commonwealth of Pennsylvania, and has
all requisite power and authority to enter into the transaction  contemplated by
this Agreement.

<PAGE>
     obligation of Purchaser,  enforceable  against Purchaser in accordance with
its terms.  (c) Compliance with Law and Instruments.  The signing,  delivery and
performance of this Agreement does not violate any law or constitute a breach or
default under any agreement or other  restriction to which  Purchaser is a party
or by which Purchaser is bound.  (d) Patient  Records.  (i) Seller and Purchaser
shall  maintain  the   confidentiality   of  and  provide   patients  and  their
representatives  access in accordance  with  applicable  law to the clinical and
financial content of all patient records which contain treatment,  diagnostic or
other  entries  dated on or prior to the  date of  execution  of this  Agreement
("Patient Records"). (i) Purchaser shall preserve all of the Patient Records and
billing  records in a safe place and manner and for a period of time  consistent
with all applicable  federal,  state and local laws. (i) After the closing,  all
Patient  Records are and shall remain the sole property of purchaser;  provided,
however,  in the event  litigation  has been  initiated  against  Seller as such
litigation  relates to the  delivery  of  services,  by the Seller  prior to the
Closing Date,  Purchaser shall grant Seller and Seller's  agents access,  during
normal  business  hours, to the Patient Records to inspect and copy such records
(at Seller's sole and exclusive  cost).

5.  CONDITIONS  PRECEDENT TO PURCHASER'S AND SELLER'S OBLIGATIONS.
     (a) The  obligation  of Purchaser  to  consummate  this  Agreement is
subject to and conditioned on the delivery of the following to Purchaser,  at or
prior to the  closing:  (i) a  certification  by Seller to the  effect  that (1)
Seller has complied with all of the terms and conditions of this Agreement to be
complied with and performed by Seller
<PAGE>
     at or  prior  to the  Closing  Date;  (2)  all of the  representations  and
warranties  made by Seller  herein  remain  true and  accurate as of the Closing
Date; and (3) this Agreement is duly authorized, executed and delivered; (i) the
"Assignment"  of the lease (in the form  Assignment  attached  hereto as Exhibit
5(A)(ii)) for the Premises  together with the written consent of landlord of the
Premises to the  assignment of the lease to Purchaser;  (i) the Bill of Sale for
the Assets  executed by Seller,  in the form of Bill of Sale attached  hereto as
Exhibit 5(A)(iii); (i) a corporate good standing certificate, copies of Seller's
certificate of incorporation and bylaws,  corporate resolutions  authorizing the
transactions  contemplated herein, and complete copies of any licenses,  permits
or registrations held by Seller; (i) possession of the Assets; (i) a report of a
recognized  search  firm of the  records of the Office of the  Secretary  of the
Commonwealth of Pennsylvania and the Offices of the Prothonotary and Recorder of
Deeds, of Philadelphia County,  Pennsylvania regarding financing statements, tax
liens and judgments filed against the Assets and/or Seller indicating that there
are  no  liens  or  encumbrances   against  the  Assets  and/or  Seller;  (i)  a
Certification  from Hitachi  Corporation that the MRI system,  including magnet,
processor and all ancillary  equipment  purchased hereunder is in good condition
and working order; (i) the Assignment (in the form Assignment attached hereto as
Exhibit  5(A)(viii))  of Seller's  right,  title and  interest as an  in-network
participating  provider in the Personal Choice health plan of Independence  Blue
Cross ; and
<PAGE>
     (i)  the  Bill of  Sale  for the  Assets  executed  by  Healthcare  Imaging
Services, Inc., an affiliate of Seller, in the form of the Bill of Sale attached
hereto as Exhibit  5(A)(ix).  (a) The  obligation of Seller to  consummate  this
Agreement is subject to and  conditioned  on delivery of the following to Seller
at or prior to the Closing:  (i) a certification by Purchaser to the effect that
(1)  Purchaser  has  complied  with  all of the  terms  and  conditions  of this
Agreement to be complied  with and  performed by  Purchaser,  at or prior to the
Closing Date;  and (2) all of the  representations  and  warranties  made by the
Purchaser herein remain true and accurate as of the Closing Date.

     6. PURCHASER'S RIGHT OF EXAMINATION.  Seller shall afford Purchaser access,
upon  reasonable  notice,  during normal  business hours, to all of its business
operations,  properties,  books,  files,  and  records,  and shall  cooperate in
Purchaser's  examination  thereof.  Until the closing,  Purchaser  shall hold in
confidence all information so obtained,  and any document or instrument obtained
by Purchaser in connection  with this  Agreement  shall be held in express trust
for and on behalf of Seller.  No  examination  by Purchaser  shall  constitute a
waiver  or  relinquishment  by  Purchaser  of the  right  to  rely  on  Seller's
covenants,   representations,  and  warranties  made  in  or  pursuant  to  this
Agreement.

     7.  COVENANT  NOT TO COMPETE.  (a)  Neither  Seller,  nor any  corporation,
partnership, or other practice entity or person,  controlling,  controlled by or
under  common  control  with,  Seller  shall at any time  disclose,  directly or
indirectly,  to any  person  outside  of the employ of  Purchaser,  without  the
express written authorization of Purchaser,  any patient lists, patient files or
records,  pricing or Facility strategies,  or any other type of proprietary data
or trade secrets relating to the Facility or any financial or other  information
about Purchaser or any of its affiliates not in the public domain.

<PAGE>
     (a)  Neither   Seller  (as  owner  or  independent   contractor)   nor  any
corporation,  partnership,  or other  practice  entity or  person,  controlling,
controlled by, or under common control with,  Seller shall,  for a period of two
(2) years after the Closing Date, directly or indirectly,  operate, manage, work
for, own or control any  business or services of the same  general  character as
those engaged in or performed by the Facility  within the City of  Philadelphia.
(a) Neither Seller nor any corporation, partnership, or other practice entity or
person,  controlling,  controlled by, or under common control with, Seller shall
engage or  participate  in any effort or act to induce any  third-party  payors,
health care services providers, physicians, suppliers, associates, employees, or
independent  contractors  of the  Facility  to  cease  to do  business  with the
Facility or, with respect to employees,  to accept  employment with Seller.  (a)
The parties to this  Agreement  agree that if a court of competent  jurisdiction
determines  that  any  provision  contained  in this  Section  7 is  invalid  or
unenforceable  by reason of the duration or geographical  scope of such covenant
such duration or geographical  scope, or both, shall be reduced to a duration or
geographical  scope  consistent  with  the  decree  of  the  court.  (a)  Seller
acknowledges  that damages alone shall not be an adequate  remedy for any breach
by Seller of its covenants  contained in this Section 7 of this  Agreement,  and
accordingly,  Seller  agrees  that,  in  addition  to any other  remedies  which
Purchaser  may have,  Purchaser  shall be entitled to  injunctive  relief in any
court of competent  jurisdiction for any breach or threatened breach of any such
covenants by Seller.




     8.   INDEMNIFICATION.(a)   Indemnification  by  Seller.  Seller  agrees  to
indemnify, protect, defend and hold Purchaser harmless from any and all damages,
claims, actions, demands, losses, expenses,  liabilities,  penalties,  defenses,
judgments, proceedings, costs and disbursements (including, without

<PAGE>
     limitation,  reasonable attorneys' fees and disbursements) which may at any
time be imposed  upon,  incurred by or asserted  or awarded  against  Purchaser,
arising out of,  resulting from,  caused by or in any way connected with any act
or omission of Seller with respect to Seller's  business  operations that occurs
on or prior to the  Closing  Date  (including,  but not  limited to, any amounts
payable accruing prior to the Closing Date under any Assigned  Contracts),  or a
breach of, any of the  representations,  warranties or agreements made by Seller
in this Agreement.  Seller shall  reimburse  Purchaser on demand for any payment
made by Purchaser at any time after the Closing  Date,  based on the judgment of
any court of competent jurisdiction or (subject to Seller's right to control the
proceeding as set forth below)  pursuant to a bona fide compromise or settlement
of claims, demands, or actions, in respect to any damages to which the foregoing
indemnity is related.  Purchaser  shall give Seller prompt written notice of any
litigation  threatened or instituted against Purchaser that might constitute the
basis of a claim for indemnity by Purchaser against Seller,  and Seller shall be
entitled,  at its own cost and  expense,  to contest or defend,  by  appropriate
proceeding,  or to compromise  or settle,  as Seller shall  determine,  any such
litigation or claim.  If Seller elects not to  participate in the defense of any
such claim,  Seller  shall be bound by the results  obtained by  Purchaser  with
respect to such claim, provided Purchaser has used reasonable good faith efforts
to defend against such claim according to the merits of the claim. Additionally,
if Seller shall fail to indemnify Purchaser hereunder, notwithstanding any other
provision in this  Agreement,  Purchaser shall have the right, on written notice
to Seller,  to set off  ratably  against  any notes,  payments,  salary or bonus
Purchaser  may  otherwise  owe to Seller  for any amount to which  Purchaser  is
entitled  by way of  indemnification  and  which  Seller  has  failed  to pay or
provide. (a) Indemnification by Purchaser. Purchaser hereby agrees to indemnify,
protect, defend and hold Seller harmless after the Closing Date against and from
any and all damages,

<PAGE>

 claims, actions, demands, losses, expenses,
liabilities,    penalties,   defenses,   judgments,   proceedings,   costs   and
disbursements  (including,  without  limitation  reasonable  attorneys' fees and
disbursements) which may at any time be imposed upon, incurred by or asserted or
awarded against Seller arising out of,  resulting from,  caused by or in any way
connected  with any act or omission of  Purchaser  with respect to the Assets or
the Facility  arising  after the Closing Date (other than act or omission by any
shareholder in his capacity as an employee or agent of  Purchaser),  or a breach
of any of the  representations,  warranties or  agreements  made by Purchaser in
this Agreement.  Purchaser shall reimburse Seller on demand for any payment made
by Seller at any time after the Closing Date, based on the judgment of any court
of  competent  jurisdiction  or  (subject  to  Purchaser's  right to control the
proceeding as set forth below)  pursuant to a bona fide compromise or settlement
of claims, demands, or actions, in respect to any damages to which the foregoing
indemnity is related.  Seller shall give Purchaser  prompt written notice of any
litigation  threatened or instituted  against  Seller that might  constitute the
basis of a claim for indemnity by Seller against Purchaser,  and Purchaser shall
be entitled,  at its own cost and expense,  to contest or defend, by appropriate
proceeding,  or to compromise or settle, as Purchaser shall determine,  any such
litigation or claim.  If Purchaser  elects not to  participate in the defense of
any such claim,  Purchaser shall be bound by the results obtained by Seller with
respect to such claim, provided Seller has used reasonable good faith efforts to
defend against such claim according to the merits of the claim. Additionally, if
Purchaser shall fail to indemnify Seller  hereunder,  notwithstanding  any other
provision in this  Agreement,  Seller shall have the right on written  notice to
Purchaser,  to set off  ratably  against  any notes,  payments,  salary or bonus
Seller may otherwise owe to Purchaser for any amount to which Seller is entitled
by way of indemnification and which Purchaser has failed to pay or provide.  (a)
Indemnification obligations are undertaken by the parties hereto solely

<PAGE>
 for the  benefit of one  another,  and shall not be deemed to  constitute
assumptions of liability or admissions against interest which may be relied upon
or enforced by any other party.  There are no third-party  beneficiaries of this
Agreement.

     9.  EMPLOYMENT  BY THE  PRACTICE.  (a)  Purchaser  may offer  employment to
non-physician  employees  of the  Facility at  compensation  levels and on other
terms satisfactory to the Purchaser in its sole discretion. Seller shall use its
best efforts to  facilitate  acceptance  of  Purchaser's  offer of employment by
those employees of the Facility to whom Purchaser makes such offer. Purchaser or
any affiliate  employing such employees retains the exclusive right to terminate
any  employee  or to vary the  terms of his or her offer of  employment.  Seller
shall cooperate with Purchaser in effectuating  appropriate transitional payroll
arrangements.
     (b) Employee  Compensation,  Benefit and Bonus Claims.  Seller shall retain
the  obligation,  if any, to pay any amounts  owing to employees of the Facility
with respect to employee  compensation,  bonus or incentive  awards, if any, for
services rendered on or before the Closing Date, in accordance with the terms of
applicable plans or policies of the Facility.

10.  CONFIDENTIALITY.  All business
records,  including without limitation,  referral lists, and all patient records
of the Facility are the sole  property of Seller and shall be the sole  property
of Seller until the Closing Date. Prior to the Closing Date, Purchaser shall not
use,  disseminate  or in any way  disclose  any  information  contained  in said
business  or  Patient  Records,   except  as  required  in  the  performance  of
Purchaser's duties hereunder,  by operation of law, or as approved in writing by
Seller.  In addition,  until the Closing  Date,  Purchaser  shall not remove any
Patient Records from the Premises. After the Closing Date, Seller shall not use,
disseminate or in any way disclose any information contained in said business or
Patient Records, except as required by

<PAGE>
     operation  of law,  or as approved in writing by  Purchaser.

     11. ACCOUNTS.(a) Commencing as of the Closing Date, all billing to patients
or their third- party payors for medical  services  provided in connection  with
the  Facility  shall be performed by Purchaser or its agent for its own account.
(a) Purchaser and Seller acknowledge and agree that all accounts  receivable and
capitation  payments received by Seller for services provided by Purchaser after
the Closing Date shall be the  property of  Purchaser  and shall be forwarded to
Purchaser within fifteen (15) days after receipt by Seller. Purchaser and Seller
acknowledge  and agree that all  accounts  receivable  and  capitation  payments
received by Purchaser  for services  provided by Seller  before the Closing Date
shall be the property of Seller and shall be forwarded to Seller within  fifteen
(15) days after receipt by Purchaser.  Purchaser and Seller further  acknowledge
and agree that, commencing as of the Closing, Purchaser shall be entitled to all
accounts receivable and capitation payments with respect to services rendered in
connection with the Facility on or subsequent to the Closing Date. (a) If Seller
receives  any payment  after the Closing Date from or on behalf of a patient who
is  indebted  to both  Seller and  Purchaser,  such  payment  shall be  credited
according to the payor's  instructions.  If one party ("Indebted Party") owes an
amount to the other party,  such amounts shall be paid over to such other party,
in cash or by certified  check,  within  fifteen (15) days after  receipt by the
Indebted  Party.  (a)  Purchaser  shall  provide  Seller  with access to patient
records  for the  purpose of  pursuing  collection  on  outstanding  accounts or
resolving  claims  that  pre-date  the  Closing.


12.  BENEFIT/ASSIGNMENT.   This Agreement shall be binding upon and inure

<PAGE>
     to  the  benefit  of  the  parties  hereto,   and  their  respective  legal
representatives,  successors and assigns.

     13.  EXPENSES.  Each  party  shall  bear  all  expenses  incurred  by it in
connection with this Agreement and in the  consummation  and preparation for the
transactions contemplated in this Agreement, including the fees of any attorney,
accountant broker or adviser engaged by such party,  except that Seller shall be
responsible for, and pay, any and all sales and transfer taxes, upon the sale of
the Assets.

     14.  GOVERNING  LAW.  This  Agreement  shall be governed by the laws of the
Commonwealth of Pennsylvania.

15.   MODIFICATION.   This  Agreement  may  not  be  amended  or
supplemented at any time unless by a writing executed by the parties hereto.

     16.  ASSIGNMENT.  Neither  this  Agreement  nor any right  created  by this
Agreement  shall be assignable by any party without the prior written consent of
the other party.  Nothing in this Agreement is intended to confer on any person,
other than the parties and their successors,  any rights or remedies under or by
reason of this Agreement.


17. NOTICE. Whenever under the provisions of this Agreement notice is
required  to be given,  it shall be in  writing  and shall be deemed  given when
either  served  personally  or mailed,  return  receipt  requested  to Seller or
Purchaser at the following  addresses:

  Seller  Healthcare  Imaging  Services of Rittenhouse Square, Inc.
          c/o Healthcare  Integrated  Services,  Inc.
          1040 Broad Street  Shrewsbury,  NJ 07702

          cc: John D.  Fanbug,  Esq.
              Brach,  Eichler, Rosenberg, Silver, Bernstein, Hammer & Gladstone
              101  Eisenhower  Parkway
              Roseland, NJ 07068

<PAGE>
     Purchaser  Rittenhouse  Imaging  Center,  L.P.
                1705  Rittenhouse Square
                Philadelphia,  PA 19103
                Attn: George Broder

               cc: Arthur  Brandolph,  Esq.
                   Schnader,  Harrison,  Segal & Lewis
                   1600 Market Street, Suite 3600
                   Philadelphia,PA 19103-7286

18. WAIVER. The failure of a party to insist upon strict adherence
to any term of this  Agreement on any occasion  shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.


     19. HEADINGS.  The headings in this Agreement are solely for convenience or
reference  and shall not affect its  interpretation.

20.  SEVERABILITY.  If any
provision of this Agreement shall be declared  invalid or illegal for any reason
whatsoever,  then notwithstanding  such invalidity or illegality,  the remaining
terms and  provisions  of the within  Agreement  shall  remain in full force and
effect in the same manner as if the invalid or illegal  provisions  had not been
contained herein.

21. ENTIRE AGREEMENT.  This Agreement  constitutes the entire
agreement between the parties hereto with respect to the sale of the Assets, and
there  are  no  agreements,   understandings,   restrictions,   warranties,   or
representations  between the parties other than those set forth herein or herein
provided.  Seller and Purchaser  agree that each and every term and condition of
this  Agreement  shall  supersede any other  agreement by and between Seller and
Purchaser  with  respect to the Assets,  whether  oral or written,  and all such
prior agreements shall be declared null and void.

22. FURTHER ASSURANCES. Seller
and Purchaser agree that they will cooperate with each other in any manner which
may be required to fully effectuate the complete terms

<PAGE>
     and intent of this Agreement.  Such cooperation shall include the execution
of any  instrument and the doing of any act necessary to effectuate the complete
terms  and  intent  of  the  Agreement.

23.  SURVIVAL  OF  REPRESENTATIONS  AND WARRANTIES.

All representations,  warranties,  covenants and agreements made by
each party in this Agreement or in any exhibit, schedule, certificate,  document
or list delivered by any such party  pursuant  hereto shall survive the closing,
and notwithstanding  any investigation  conducted before or after the closing or
the decision of any party to complete  the  closing,  each party hereto shall be
entitled to rely upon the  representations  and  warranties of the other parties


24. BEST  EFFORTS.  Seller  shall use its best  efforts  with respect to matters
within its control to cause the  transactions  contemplated by this Agreement to
be  consummated.

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

<PAGE>
     IN WITNESS WHEREOF, the parties have hereto set their hands and seals as of
the day and year first above written.

ATTEST:                       HEALTHCARE IMAGING SERVICES OF RITTENHOUSE
                              SQUARE,  INC.



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


                              RITTENHOUSE IMAGING CENTER, L.P.



                              By: /s/ George J. Broder
                                Name: George J. Broder
                                Title: President

         GUARANTEE OF FOX CHASE MEDICAL CENTER RADIOLOGY ASSOCIATES, PC

For  good  and  sufficient  consideration,   the  receipt  of  which  is  hereby
acknowledged,  Fox Chase Medical Center  Radiology  Associates,  P.C., as of the
date first above  written,  shall  guarantee the prompt and punctual  payment by
Rittenhouse Imaging Center, L.P. of the Post-Closing  Revenue Payments,  if any,
as more fully set forth under  Section  2(a)(ii)  hereof,  equal to a maximum of
Twenty-Five  (25%)  percent  of the  amount by which  revenue  generated  at the
Facility   following  the  Closing  Date  exceeds  Two  Hundred  Fifty  Thousand
($250,000)  Dollars in any calendar  quarter,  up to a maximum of Seven  Hundred
Thousand ($700,000) Dollars,  being the amount,  subject to Section 2(b) hereof,
due and payable by Purchaser to Seller  hereunder.  Such guarantee  shall expire
upon the payment of all Post-Closing Revenue Payments due to Seller by

<PAGE>



Purchaser,  if any,  with respect to revenues  generated  prior to the twentieth
(20th)  complete  calendar  quarter  following the Closing Date.  Such guarantee
shall  include any  Post-Closing  Payment  Balance that comes due under  Section
2(b),  but  shall  not  include  any  amounts  that  come due by  reason  of the
acceleration provisions in Section 2(a)(ii).

     FOX CHASE  MEDICAL  CENTER  RADIOLOGY  ASSOCIATES,  P.C.

                    By: /s/ George J. Broder, M.D.
                             George J. Broder, M.D.
                             President

               GUARANTEE OF HEALTHCARE INTEGRATED SERVICES, INC.


     For good and sufficient consideration, the receipt and sufficiency of which
is hereby acknowledged,  HEALTHCARE INTEGRATED SERVICES, INC. hereby guarantees,
as surety, the obligations of the Seller under the Agreement, including, but not
limited to, the representations,  warranties, covenants and undertakings made by
Seller  under the  Agreement,  any  breach  thereof  and any  resulting  damages
therefrom.

    HEALTHCARE INTEGRATED SERVICES,  INC.

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

<PAGE>


                                   EXHIBIT 1A
                                   AssetsT 1A


                  List of Assets at Rittenhouse Square Imaging

10 Meridian telephonese
3 Sofas
2 End Tables
1 Coffee
Table 2 Arm Chairs
1 Television with VCR 1 Cable Box
2 Lamps
4 Pictures
6 rolling desk chairs
1 printer type 4019E01S/N11
1 Sharp UX3200 Facsimile machine
1 Sharp SF2022 Copier
1 Newco coffee pot
1 Sharp Carousel II microwave oven
1 Magic Chef ref.
1 Sanyo memo-scriber 6030 for dictation 3 metal shelves for
filing films
3 paper towel dispensers
1 single view box
2 double view boxes
4 (3 section) view boxes all mounted on the walls
1 tempest computer (patient reports
stored in) with Komdo Monitor
1 Hewlett Packard laser jet 1100
1 Processor 3MXP515
1 3M Laser printer for films
1 MRI unit MRP 7000 1 MRI MRP 7000 console
1 computer board for MRI unit system serial #7049

<PAGE>



                                   EXHIBIT 1B
                                 Excluded Assets
              List of Excluded Assets at Rittenhouse Square Imaging


2 computer monitors for the ADS System
1 computer model #70386
1 stamp machine









<PAGE>



                                   EXHIBIT 1C
                               Assigned Contracts


                                      None



<PAGE>



                                    EXHIBIT 2
                            Purchase Price Allocation

EquipmentPrice Allocation $1,150,000
----------------
Goodwill $150,000
Covenant Not to Compete $200,000




<PAGE>



                                   EXHIBIT 3C
                              Regulatory Violations


                                      None

<PAGE>



                                   EXHIBIT 3D
                                  Legal Actions

                                  None

<PAGE>




                                   EXHIBIT 3E

                              Governmental Permits

                                      NONE


<PAGE>


                                   EXHIBIT 3F

                                      Liens

<PAGE>


                                   EXHIBIT 3K
                              Licenses and Consents
                              Licenses and Consents
                         Landlord Consent to Assignment
                  DVI Consent to Subordinated Security Interest


<PAGE>


                                EXHIBIT 5(A)(ii)
                               Assignment of Lease
<PAGE>

                                EXHIBIT 5(A)(iii)
                                Bill of Sale(iii)
                                  ---- -- ----
                                Bill of Sale(iii)
                                  ---- -- ----

   This Bill of Sale is delivered by Heathcare Imaging Services of Rittenhouse
   Square, Inc. ("HIS"), to Rittenhouse Imaging Center, L.P. ("Rittenhouse").


     BACKGROUND:  For and in  consideration of $1.00 and other good and valuable
consideration,   the  receipt  of  which  is  hereby  acknowledged,  HIS  hereby
transfers, assigns and delivers to Rittenhouse, its successors and assigns, free
and clear of all liens and encumbrances,  all of HIS' right,  title and interest
in and to the Assets as such term is defined in the Asset Purchase  Agreement by
and between  Rittenhouse  and HIS,  effective  March 5,  2001and as set forth on
Schedule A attached  hereto.  Further,  HIS hereby  represents  and  warrants to
Rittenhouse  that HIS has good and  marketable  title to the Assets and that the
Assets are in good condition and working order.

     The  representations,  warrants,  covenants  and  agreements  made,  and as
applicable to this, Bill of Sale by HIS shall survive the execution and delivery
of this Bill of Sale.

TO HAVE AND TO HOLD all such Assets hereby  transferred to  Rittenhouse  and its
successors and assigns forever.

IN WITNESS  WHEREOF,  HIS has executed this Bill of Sale effective as of the 5th
day of March 2001.