<PAGE>


                              AGREEMENT OF SALE OF
                              PARTNERSHIP INTEREST

                                                           December 29, 2000

     THIS AGREEMENT OF SALE OF  PARTNERSHIP  INTEREST (the  "Agreement"),  dated
December 29, 2000, is by and between  HealthCare Imaging Services of Wayne, Inc.
(the "Seller"),  Healthcare  Integrated  Services,  Inc.  ("HIS") and Elliott H.
Vernon  ("Vernon")  and  Arnold  Olefson,  M.D.,  and  Jatin  Gajarawala,   M.D.
(collectively the "Buyers").
                                                     RECITALS

         WHEREAS,  the Buyers and Seller are parties to a certain  Agreement  of
Limited   Partnership   dated  January  31,  1992  (the   "Limited   Partnership
Agreement"); and

         WHEREAS,  pursuant to the Limited Partnership Agreement, the Buyers and
Seller formed a limited  partnership  under the laws of the State of New Jersey,
the name of which is Wayne Imaging Associates, L.P. (the "Partnership"); and

         WHEREAS, pursuant to the Partnership Agreement, Seller presently owns a
fifty-one (51%) percent interest in the Partnership  (the "Seller's  Partnership
Interest") while the Buyers presently  collectively own the remaining forty-nine
(49%) percent interest of the Partnership (the "Buyers' Partnership  Interest");
and

         WHEREAS, Seller desires to sell all of Seller's Partnership Interest to
Buyers, and Buyers desire to purchase all of Seller's Partnership Interest,  all
under the terms and conditions as hereinafter set forth; and

         WHEREAS,  HIS and Vernon are  parties to this  Agreement  solely to the
extent of their being  obligated  and bound by the terms and  conditions  as set
forth in Section 10 of this Agreement;

         NOW,  THEREFORE,  in  consideration as hereinafter set forth, and other
good and  valuable  consideration  receipt of which is hereby  acknowledge,  the
parties agree as follows:

                                                Parties and Purpose

     1.  Buyers now agree to  purchase,  and  Seller now agrees to sell,  all of
Seller's  Partnership  Interest on the terms and for the consideration set forth
in this Agreement.
                                               Transfer of Interest

     2. (a)  Seller,  in  consideration  of (i) the payment of  $1,250,000  (the
"Purchase  Price") which is subject to adjustment  as provided  below,  (ii) the
assumption by


                                                         1

<PAGE>



Buyers of all  liabilities of the Partnership  that are  attributable to Seller,
and (iii) the payments  contemplated  by 3(b) below agrees to transfer to Buyers
all of Seller's right, title, and interest in Seller's Partnership Interest. The
Purchase Price shall be payable as follows:

  i.       At Closing, by certified check, bank check or wired funds, the sum of
           Three Hundred Thirty-Seven Thousand Five Hundred Dollars
           ($337,500.00)

  ii.      At Closing, by loan obtained from DVI Financial, upon which loan this
           Contract is contingent, Two Hundred Seventy-Five Thousand Dollars
           ($275,000.00);

  iii.     By Buyers satisfying the liability owed by HIS to DVI
           Financial in the amount of $451,089.60  ("DVI Debt"),
           said DVI Debt to be  satisfied  by the Buyers  within
           six (6)  months of  Closing.  Until  such time as the
           Buyers pay the DVI Debt in full;

     (1)  The  Operations  Management  Agreement  between  the  Partnership  and
HealthCare   Imaging  Services,   Inc.,  dated  February  1,  1992  ("Management
Agreement") shall remain in full force and effect;

     (2) HIS shall  continue to bill and collect  all  patients  and third party
payers  related  to the  facility  known  as Wayne  MRI as well as all  accounts
receivable of Wayne MRI, P.A., on a continuing basis; and

     (3) HIS shall  continue to utilize the proceeds of payments  referred to in
Section  2(a)(iii)((2))  above and collected accounts receivable to pay expenses
under the  Management  Agreement,  make all  payments  to the Buyers as provided
under the  Management  Agreement,  pay itself its 14% management fee and pay the
remaining  51% to Seller  and 49% to  Buyers.  In the event the DVI Debt has not
been paid in full within six (6) months of Closing,  all accounts  receivable as
of that date  shall be  utilized  by the  Seller to pay the DVI Debt and then to
turn over any unused  accounts  receivable less expenses to Buyer. If there is a
shortfall  following  the  collection  of  all of the  accounts  receivable  and
payments  referred to in this  paragraph,  Buyers shall remain  obligated to pay
same.


                                                         2

<PAGE>



     iv. By  Buyers  executing  a  Promissory  Note to  Seller in the  amount of
$98,910.40, which note shall provide for an interest rate of 12% per annum and a
lump sum payment of all principal and interest by January 31, 2001.

     v. By Promissory  Note executed by Arnold  Olefson,  M.D., in the amount of
$87,500 which shall be paid in full, without interest, by January 4, 2001.

                  (b). In addition to the Purchase Price, Buyer shall pay Seller
an amount equal to twenty (20%) percent of the Partnership's  gross revenue that
exceeds $400,000 in any fiscal quarter,  beginning with the quarter ending March
31, 2001,  and continuing for the duration of the covenant not to compete as set
forth in Section 10 of this Agreement.  This purchase  payment shall be computed
separately  with  respect to each  fiscal  quarter,  and there shall be no carry
backs or carry  forwards  with  respect to any fiscal  quarter.  The  percentage
payment  shall be paid  within  thirty  (30) days  after the end of each  fiscal
quarter,  without notice or demand. In the event the Partnership's gross revenue
fails to exceed $400,000 for a fiscal  quarter,  Buyer shall serve Seller with a
notice so advising  Seller that no payment is due for that  quarter.  Along with
payment or notice  that no payment is due,  Buyer  shall also submit to Seller a
statement  setting  forth the amount of gross  revenue  for the fiscal  quarter,
certified  as  complete  and  correct by Buyer's  principal  financial  officer.
Buyer's  financial records shall be subject to inspection by Seller and Seller's
representatives for verification  purposes.  For the purposes of this provision,
the Buyer  shall  calculate  the gross  revenue  in  accordance  with  generally
accepted  accounting  principles in  conformity  with the  accounting  practices
utilized by the Partnership for the fiscal year ending 1999.

                  (c).  The  Purchase  Price  shall be  adjusted  at  Closing by
amounts owed to the  Partnership  by Seller,  representing  loans or advances on
profits from the Partnership to Seller.

                  (d) In the event one or more of the Buyers  contracts to sell,
sells or  otherwise  transfers  all or any portion of the  Partnership  to Sonix
Medical  Resources,  Inc. for a period of eighteen  (18) months  after  Closing,
Buyers shall pay Seller an  additional  sum of $175,000 upon closing of any such
sale or transfer.

                                                      Closing

     3. The closing date shall be on or about  December 31, 2000, at the offices
of Joseph C. Nuzzo,  Esq., at 11:00 a.m. (the "Closing Date") or such other time
and place as the parties agree.



                                                         3

<PAGE>



                                             Allocation of Sale Price

         4. The  Purchase  Price  shall be  allocated  to  Seller's  Partnership
Interest  in  Partnership  assets  as  agreed  upon by the  parties'  respective
Certified Public Accountants.

The parties make this  allocation with the knowledge and  understanding  that it
will be used by all parties for income tax purposes.

                                       Responsibility for Profits and Losses

         5. Seller  shall be  allocated,  shall be  responsible  for,  and shall
assume all  income  tax  consequences  of its pro rata  percentage  share of all
profits and losses for the period prior to the Closing Date , as provided by the
terms of the Partnership Agreement.

                                          Agreement to Execute Documents

     6. Each of the parties agrees to execute and file any and all stipulations,
orders and documents necessary or appropriate to transfer the interests conveyed
by this Agreement.

                                             Assumption of Obligations

         7. By the execution and delivery of this  Agreement,  Buyers  expressly
assume all  obligations  of the  Partnership as set forth on the Profit and Loss
and Balance Sheet heretofore prepared by Seller,  incurred prior to or following
the Closing in respect to the percentages of interest  purchased pursuant to the
terms of this  Agreement.  This  Agreement  shall be binding on and inure to the
benefit  of the  parties  to  this  Agreement  and to  their  respective  heirs,
executors, administrators, assigns, and legal representatives.

                                       Continuation of Partnership Business

         8.       The Buyers shall carry on the business of the Partnership
without any winding up or termination of the Partnership.

                                               Conditions to Closing

         9. Subject to Section 2(a) of this  Agreement,  the  obligations of the
parties  to  close  the  purchase   contemplated  by  this  Agreement  shall  be
conditioned upon (i) the parties  procurement of the release and/or  termination
of the  Operations  Management  Agreement  by and  between the  Partnership  and
HealthCare  Imaging  Services,  Inc.,  dated February 1, 1992;  (ii) the parties
executing and delivering a Settlement Agreement in the form of Exhibit A hereto;
and (iii) Seller's delivery of UCC-3 termination  statement duly executed by DVI
Financial  releasing  its  security  interest  in  the  Partnership's   accounts
receivable.


                                                         4

<PAGE>




                                              Covenant Not to Compete

         10.  (a).  Except as provided  herein,  Seller,  HIS and Vernon  hereby
agrees that HIS,  Vernon and neither Seller nor its affiliates  shall enter into
an agreement or contract with any person or entity  wherein  Seller  provides or
manages  magnetic  resonance  imaging services located within 4 miles of Suite 6
and 8 at 516  Hamburg  Turnpike,  Wayne,  New Jersey  ("Restricted  Area") for a
period of four (4) years following the Closing.

                  (b). The  obligations  of the parties under this  Paragraph 10
supercede  and  replace  any and  all  prior  agreements  between  the  parties,
including, but not limited to, Article X of the Limited Partnership Agreement.

                                     Representations and Warranties by Seller

         11.      Seller to the best of its knowledge, and excepting any actions
or inactions of Buyer, represents and warrants to Buyer as follows:

                  (a).   Organization,    Standing   and   Qualifications.   The
Partnership is a Limited  Partnership  duly organized,  validly  existing and in
good  standing  under  the  laws  of  New  Jersey.  To  Seller's  knowledge  the
Partnership  has all  requisite  power and authority and is entitled to carry on
its business as now being  conducted and to own, lease or operate its properties
as in the place where such business is now conducted and such properties are now
owned, leased or operated.

                  (b).     Subsidiaries.  The Partnership has no subsidiaries.
The  Partnership  neither  owns nor has any  commitment  to purchase  any equity
securities of any other  corporation or any equity interest in any  partnership,
joint venture or other enterprise.

                  (c). Transactions with Certain Persons. Except as set forth on
Schedule "B", the  Partnership  does not owe any amount to, or have any contract
with or commitment to any of its partners, employees, or consultants (other than
compensation for current  services not yet due and payable and  reimbursement of
expenses  arising in the ordinary course of business),  and none of such persons
owe any amount to the Partnership.

                  (d).   Execution,   Delivery  and  Performance  of  Agreement;
Authority. To Seller's knowledge, neither the execution, delivery or performance
of this Agreement by Seller,  with or without the giving of notice or passage of
time, or both, will conflict with,  result in a default,  right to accelerate or
loss of  rights,  under,  or  result  in the  creation  of any  lien,  charge or
encumbrance  which would have a materially  adverse  effect on any  provision of
such Seller's Limited Partnership  Agreement or any franchise,  note,  mortgage,
deed of trust, lease, license, agreement, understanding, law, rule or regulation
or any order, judgment


                                                         5

<PAGE>



or decree to which such Seller or the  Partnership is a party or by which any of
them may be bound or  affected.  The Seller has the full power and  authority to
enter into this Agreement and to carry out the transactions contemplated hereby,
and this  Agreement  constitutes  a valid and binding  obligation of the Seller,
enforceable in accordance with its terms.

                  (e). Absence of Undisclosed Liabilities.  Except as and to the
extent  reflected or reserved  against the balance sheet or otherwise  disclosed
herein, there are no other debts,  liabilities or obligations which would have a
materially  adverse  effect on the  Partnership  which occurred or existed on or
before the balance sheet date,  (i.e.,  the date of closing) whether or not then
known, due and payable,  including any violation of any federal,  state or local
environmental legislation.

                  (f).  Absence of  Changes  or  Events.  Except as set forth in
Schedule "C" annexed  hereto,  since the balance sheet date the  Partnership has
conducted  its  business  only in the  ordinary  course and has not incurred any
obligation or liability, absolute, accrued, contingent or otherwise, whether due
or to become due, except current  liabilities for trade or business  obligations
incurred in the ordinary  course of business and  consistently  with their prior
practice.

                  (g).  Litigation.  Except as set forth in Schedule "D" annexed
hereto,  there  is no  claim,  legal  action,  suit,  arbitration,  governmental
investigation or other legal or administrative  proceeding, or any order, decree
or judgment in  progress,  pending or in effect,  or to the  knowledge of Seller
threatened,  against or relating to the Partnership,  its properties,  assets or
business or the transactions contemplated by this Agreement, and the Seller does
not know of any basis for the same.  Schedule  "D"  litigation  and any ultimate
liability  is the  responsibility  of Seller.  There is no legal  action,  suit,
arbitration,   governmental  investigation  or  other  legal  or  administrative
proceeding, nor any order, decree or judgment in progress, pending or in effect,
or to the  knowledge  of Seller  threatened,  against or relating to Seller,  in
connection with or relating to the transactions  contemplated by this Agreement,
and Seller does not know of any basis for the same.

                  (h). Compliance with Laws and Other Instruments. Except as set
forth in Schedule  "E"  annexed  hereto,  the  Partnership  has  complied in all
material  respects  with all  existing  laws,  rules,  regulations,  ordinances,
orders,  judgments  and decrees,  the violation of which would have a materially
adverse effect on its business, properties or operations as presently conducted,
and  neither  the  ownership  nor use of its  properties  nor the conduct of its
business  conflicts with the rights of any other person,  firm or corporation or
violates,  or with or without  the giving of notice or the  passage of time,  or
both, will violate,  conflict with, result in a default,  right to accelerate or
loss of rights under,  any terms or provisions  of  regulations  as presently in
effect,  or any lien,  encumbrance,  mortgage,  deed of trust,  lease,  license,
agreement, franchise,  understanding, law, ordinance, rule or regulation, or any
order,  judgment or decree to which it is a party or by which it may be bound or
affected,


                                                         6

<PAGE>



which conflict,  violation,  default, acceleration or loss would have a material
adverse  effect on the  Partnership's  business,  properties,  or  operations as
presently conducted.

                  (i).  Title  to  Properties.  Except  as may be  specified  in
Schedule "F" attached  hereto,  the Partnership has good and marketable title to
all the  properties  and  assets  it owns or uses in its  business  ,  including
without limitation,  those reflected in its books and records and in the Balance
Sheet.  None of such properties and assets are subject to any mortgage,  pledge,
lien,  charge,  security interest,  encumbrance,  restriction,  lease,  license,
easement,  liability or adverse claim of nature whatsoever,  direct or indirect,
whether accrued, absolute, contingent or otherwise, except for:

     i. those which are  expressly  set forth in the  Balance  Sheet as securing
specific liabilities; or

     ii. those securing  liabilities and obligations  which are disclosed herein
or expressly permitted by the terms hereof; or

     iii.     those imperfections of title and encumbrances, if any, which

               (1)     are not substantial in character, amount or extent and do
                       not materially detract from the value of the properties
                       subject thereto,

               (2)     do not interfere with either the present and continued
                       use of such property or the conduct of normal operations,
                                       and

               (3)     have arisen only in the ordinary course of business.

All of  the  material  properties  and  assets  owned,  leased  or  used  by the
Partnership  are in good  operating  condition and repair,  normal wear and tear
excepted,  are suitable for the purposes  used,  are  adequate,  repairable  and
sufficient for all of their current  operations and are directly  related to the
business of the Partnership.

    (j).     Schedules.  Attached hereto as Schedule "G" is a separate schedule
  containing an accurate and complete list of:

                           i.       All property owned by the  Partnership or in
                                    which the  Partnership  has a  leasehold  or
                                    other  interest  or  which  is  used  by the
                                    Partnership in connection with the operation
                                    of its business, together with a description
                                    of  each  lease,  sublease,  license  or any
                                    other instrument under which the Partnership
                                    claims or


                                                         7

<PAGE>



                                    holds such  leasehold  or other  interest or
                                    right  to the use  thereof  or  pursuant  to
                                    which it has assigned, sublet or granted any
                                    rights  therein,   identifying  the  parties
                                    thereto,  the rental or other payment terms,
                                    expiration date and cancellation and renewal
                                    terms thereof.

                           ii.      As of a date no earlier  than June 30, 2000,
                                    all of the Partnership's  receivables (which
                                    shall  include  accounts  receivable,  loans
                                    receivable and any advances), (together with
                                    detailed  information as to each such listed
                                    receivable  which has been  outstanding  for
                                    more than thirty (30) days to be provided at
                                    Closing).

     iii. All machinery,  tools,  equipment,  motor vehicles,  rolling stock and
other tangible personal property owned, leased or used by the Partnership except
for items having a value of less than One Hundred ($100)  Dollars which,  in the
aggregate, do not have a total value of more than One Thousand ($1,000) Dollars,
setting forth with respect to all such listed property a summary  description of
all leases, liens, claims, encumbrances,  charges,  restrictions,  covenants and
conditions  relating  thereto,  identifying the parties  thereto,  the rental or
other payment terms, expiration date and cancellation and renewal terms thereof.

     iv. All fire,  theft,  casualty,  liability  and other  insurance  policies
insuring the  Partnership,  specifying with respect to each such policy the name
of the insurer, the risk insured against, the limits of coverage, the deductible
amount (if any),  the premium  rate and the date  through  which  coverage  will
continue by virtue of premiums  already paid.  Such policies are with  reputable
insurers,  provide  adequate  coverage  for all  normal  risks  incident  to the
Partnership assets,  properties and business operations and are in character and
amount at least  equivalent  to that  carried by  persons  engaged in a business
subject to the same or similar perils or hazards.

     v. All agreements  providing for the services of an independent  contractor
to which the Partnership is a party or by which it is bound.

     vi. All loan agreements,  indentures,  mortgages, pledges, conditional sale
or title retention agreements, security agreements,


                                                         8

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                                    equipment obligations, guarantees, leases or
                                    lease  purchase   agreements  to  which  the
                                    Partnership  is a party  or by  which  it is
                                    bound.

                           vii.     All contracts,  agreements  and  commitments
                                    whether or not fully  performed,  in receipt
                                    of the  issuance,  sale or  transfer  of the
                                    notes,  bonds  or  other  securities  of the
                                    Partnership   or   pursuant   to  which  the
                                    Partnership  has  acquired  any  substantial
                                    portion of its business or assets.

                           viii.    All  contracts,  agreements,  commitments or
                                    other understanding or arrangements to which
                                    the Partnership is a party or by which it or
                                    any of its  property is bound or affected by
                                    excluding:

                                    (1)     purchase and commitments made in the
                                            ordinary    course    of    business
                                            involving  payments  or  receipts by
                                            the  Partnership  of less  then  One
                                            Hundred ($100) Dollars in any single
                                            case, but not more than One Thousand
                                            ($1,000) Dollars in the aggregate;

                                    (2)     contracts   entered   into   in  the
                                            ordinary    course    of    business
                                            involving  payments  or  receipts by
                                            the  Partnership  of less  than  One
                                            Hundred  ($100)  Dollars in the case
                                            of any single  contract but nor more
                                            than One Thousand  ($1,000)  Dollars
                                            in the aggregate; and

                                    (3)     contracts   entered   into   in  the
                                            ordinary  course of  business  which
                                            are terminable by the Partnership on
                                            less than  thirty  (30) days  notice
                                            without any penalty or consideration
                                            and involving payments or receipt by
                                            them of less than One Hundred ($100)
                                            Dollars  in the  case of any  single
                                            contract,  but  not  more  than  One
                                            Thousand  ($1,000)  Dollars  in  the
                                            aggregate.

     ix.  All  collective  bargaining  agreements,   employment  and  consulting
agreements,  executive  compensation plans, bonus plans,  deferred  compensation
agreements,  employee pension plans or retirement plans, employee stock opinions
or stock purchase plans and group life, health and accident  insurance and other
employee benefit plans, agreements,  arrangements or commitments, whether or not
legally binding, including without limitation,  holiday, vacation, Christmas and
other bonus


                                                         9

<PAGE>



             practices, to which the Partnership is a party or which relates to
             the operation of its business.

                           x.       The names and current annual salary rates of
                                    all persons (including  independent  agents)
                                    and showing  separately for each such person
                                    the amounts paid or payable as salary, bonus
                                    payments and any indirect  compensation  for
                                    the quarter ending June 30, 2000.

All of the contracts,  agreements,  leases, licenses and commitments required to
be listed on Schedule "G" (other than those which have been fully performed) are
valid and binding,  enforceable in accordance  with their  respective  terms, in
full force and effect and,  except as otherwise  specified in Schedule "G", will
be unaffected by the sale of  Partnership  interest to Buyer  hereunder so that,
after such sale, the Partnership will be entitled to the full benefits  thereof.
Except as  disclosed  in  Schedule  "G",  there is not under any such  contract,
agreement,  lease,  license or commitment  any existing  default or event which,
after notice or lapse of time, or both would constitute a default or result in a
right to accelerate  or loss of rights.  None of the  Partnership's  existing or
completed  contracts are subject to re- negotiation with any  governmental  body
except as  specified  on  Schedule  "G".  True and  complete  copies of all such
contracts,  agreements,  leases, licenses,  provider numbers and other documents
listed on Schedule "G" (together with any and all amendments  thereto) have been
delivered to Buyers and  initialed by General  Partners of the  Partnership  and
identified with a reference to this Section of this Agreement.

     k. No Guarantees. None of the obligations or liabilities of the Partnership
     are  guaranteed  by any  other  person,  firm or  corporation,  nor has the
Partnership  guaranteed the obligations or liabilities of any other person, firm
or corporation, except as may be disclosed herein.

         l. Receivables.  All receivables of the Partnership (including amounts
    receivable,  loans  receivable  and  advances)  which are  reflected in the
Balance Sheets,  and all such receivables  which will have arisen since the date
thereof,  shall have arisen  only from bona fide  transactions  in the  ordinary
course of business.

           m. Service Contracts.  To the best of Seller's knowledge, its service
   contracts  with its  vendors  have  been  paid in the  ordinary  course  of
business and are not in material default.

           n. Business Description.  Exhibit "H" attached hereto contains an
 accurate and substantially complete summary description of the Partnership's
 business.



                                                        10

<PAGE>



     o. Customer and Supplier  List.  Schedule "I" to be provided at closing and
 made part hereof constitutes a full and complete list
of all significant patients,  customers,  suppliers and vendors. The Partnership
has  performed all of the  obligations  required to be performed by them and are
not in default under any of such agreements.

                                                      Counsel

         12. The parties to this  Agreement  represent and warrant that each has
been  represented  by  counsel  of its  own  choice  in the  negotiations  which
proceeded the  execution of this  Agreement,  and each has received  independent
legal advice.  Each party further represents and warrants that no other party or
agent,  of any other party has made any  promise,  representation  or  warranty,
express or implied, not contained herein,  concerning the subject matter of this
Agreement to induce it to execute this  Agreement;  and that this instrument was
not executed in reliance on any such promise, representation or warranty.

                                                     Expenses

         13. Except as to any costs or expenses  incurred in connection with the
enforcement or  interpretation  of this Agreement,  each party to this Agreement
shall bear its own costs and attorneys  fees in connection  with the transfer of
Seller's Partnership Interest to Buyers.

                                                Dispute Resolution

     14.  Any and  all  disputes  related  to the  enforcement,  interpretation,
validity or scope of this Agreement shall be resolved by the Courts in the State
of New Jersey.

                                               Drafting of Agreement

         15. All parties to this Agreement have  negotiated and  participated in
the drafting and  preparation of this  Agreement,  and it shall not be construed
against any party to this Agreement.

                                                 Entire Agreement

         16. Subject to the release,  Settlement Agreement,  and UCC-3 described
in Section 9 of this Agreement,  this Agreement contains the entire agreement of
the parties with respect to the  transfer of Seller's  Partnership  Interest and
supersedes all prior  representations and agreements.  This Agreement may not be
modified  in any  respect  except by a writing  signed by each of the parties to
this Agreement.  No party to this Agreement has relied upon any  representation,
statement of fact or opinion,  or any statement  except that expressly set forth
in this Agreement.



                                                        11

<PAGE>



                                                  Void Provisions

         17.  In the  event  any  provision  of this  Agreement  is held void or
unenforceable by any court of competent  jurisdiction,  the remaining provisions
of  this  Agreement  shall  have  the  same  force  and  effect  as  though  the
unenforceable parts had been deleted.

                                                Future Cooperation

         18. Each party to this  Agreement  will,  upon the request of any other
party, execute, acknowledge or deliver or cause to be executed,  acknowledged or
delivered,  such  further  documents as may be necessary to carry out the intent
and purpose of this Agreement.

                                               Counterpart Execution

     19. This Agreement may be executed by the parties in counterpart originals.

                                                  Applicable Law

         20. This Agreement is entered into the state of New Jersey and is to be
construed in accordance with New Jersey law without regard to conflicts of law.

                                                Survival of Closing

         21. All post Closing  obligations of the parties shall survive  Closing
and shall continue until fully performed or released by the other party.

                                            (Signature Page to Follow)


                                                        12

<PAGE>


         EXECUTED on the date first above written.


                                            /s/ Jatin Gajarawala

                                            Jatin Gajarawala, M.D., Buyer


                                            /s/ Arnold Olefson

                                            Arnold Olefson, M.D., Buyer


                                            HealthCare Imaging Services of
                                              Wayne, Inc., Seller

                                            By:  /s/ Elliott H. Vernon

                                                  Elliott H. Vernon, Chairman &
                                                  CEO

                                            HealthCare Integrated Services,
                                               Seller

                                            By:   /s/ Elliott H. Vernon

                                                  Elliott H. Vernon


                                                  /s/ Elliott H. Vernon
                                            Elliott H. Vernon, Individually



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