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                                  Exhibit 10.35

         This LOAN AND SECURITY  AGREEMENT  dated  February  21,  2001,  between
SILICON VALLEY BANK ("Bank"),  whose address is 3003 Tasman Drive,  Santa Clara,
California   95054  and   IMATRON   INCORPORATED,   a  New  Jersey   corporation
("Borrower"),  whose address is 389 Oyster Point Blvd., South San Francisco,  CA
94080  provides the terms on which Bank will lend to Borrower and Borrower  will
repay Bank. The parties agree as follows:

1. ACCOUNTING AND OTHER TERMS.

         Accounting  terms  not  defined  in this  Agreement  will be  construed
following GAAP. Calculations and determinations must be made following GAAP. The
term  "financial  statements"  includes  the  notes  and  schedules.  The  terms
"including"  and  "includes"   always  mean  "including  (or  includes)  without
limitation," in this or any Loan Document.

2.       LOAN AND TERMS OF PAYMENT

2.1      Credit Extensions.

         Borrower  will pay Bank  the  unpaid  principal  amount  of all  Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.

2.1.1    Revolving Advances.

         (a) Bank  will  make  Advances  not  exceeding  the  lesser  of (A) the
Committed  Revolving Line minus the Cash Management Services Sublimit or (B) the
Borrowing Base. Amounts borrowed under this Section may be repaid and reborrowed
during the term of this Agreement.

         (b) To obtain an Advance,  Borrower  must notify Bank by  facsimile  or
telephone  by 3:00 p.m.  Pacific  Time on the  Business Day the Advance is to be
made.  Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance  Form  attached  as  Exhibit  B. Bank will  credit  Advances  to
Borrower's deposit account. Bank may make Advances under this Agreement based on
instructions  from a  Responsible  Officer  or his or her  designee  or  without
instructions  if the Advances  are  necessary  to meet  Obligations,  which have
become due.  Bank may rely on any  telephone  notice given by a person whom Bank
believes is a Responsible Officer or designee.  Borrower will indemnify Bank for
any loss Bank suffers due to such reliance.

         (c) The Committed  Revolving Line terminates on the Revolving  Maturity
Date, when all Advances are immediately payable.

2.1.2    Cash Management Services Sublimit.

         (a)  Borrower  may  use  up to  $500,000  for  Bank's  Cash  Management
Services,  which may  include  merchant  services,  direct  deposit of  payroll,
business  credit card,  and check  cashing  services  identified in various cash
management  services  agreements  related to such services (the "Cash Management
Services").  Such  aggregate  credit  limit  shall  reduce the amount  otherwise
available to be borrowed  under the Committed  Revolving  Line. All amounts Bank
pays for any Cash  Management  Services  will be treated as  Advances  under the
Committed  Revolving Line. In addition,  direct deposit payroll shall be limited
to  $400,000,  business  credit card  services  to  $50,000,  and the other Cash
Management Services to $50,000.

2.2      Overadvances.

         If  Borrower's  Obligations  under  Section  2.1.1 and 2.1.2 exceed the
lesser of either (i) the  Committed  Revolving  Line  minus the Cash  Management
Services Sublimit or (ii) the Borrowing Base, Borrower must immediately pay Bank
the excess.


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2.3      Interest Rate, Payments.

         (a)  Interest  Rate.   Advances  accrue  interest  on  the  outstanding
principal  balance at a per annum rate of one (1.0)  percentage  point above the
Prime Rate. After an Event of Default, Obligations accrue interest at five (5.0)
percentage  points  above the rate  effective  immediately  before  the Event of
Default.  The interest rate  increases or decreases when the Prime Rate changes.
Interest is computed on a 360 day year for the actual number of days elapsed.

         (b) Payments.  Interest due on the Committed  Revolving Line is payable
on the  first  day of each  month.  Bank may  debit  any of  Borrower's  deposit
accounts including Account Number 0351702070 for principal and interest payments
owing or any amounts Borrower owes Bank. Bank will promptly notify Borrower when
it debits Borrower's accounts. These debits are not a set-off. Payments received
after 12:00 noon Pacific Time are considered received at the opening of business
on the next  Business Day. When a payment is due on a day that is not a Business
Day, the payment is due the next  Business Day and  additional  fees or interest
accrue.

2.4      Fees.

         Borrower will pay:

         (a) Bank Expenses.  All Bank Expenses (including  reasonable attorneys'
fees and  reasonable  expenses)  incurred  through  and  after  the date of this
Agreement, are payable when due.

         (b) Loan  Facility  Fee.  A loan  facility  fee of  $35,000  per annum,
payable in full on the date hereof.

3.       CONDITIONS OF LOANS

3.1      Conditions Precedent to Initial Credit Extension.

         Bank's  obligation to make the initial  Credit  Extension is subject to
the conditions  precedent that it receives payment of the Loan Facility Fee, the
results of the initial collateral audit (at Borrower's expense,  which shall not
exceed $2,000)  satisfactory  to Bank, and the  agreements,  documents and other
fees it requires.

3.2      Conditions Precedent to all Credit Extensions.

         Bank's obligations to make each Credit Extension, including the initial
Credit Extension, is subject to the following:

         (a) timely receipt of any Payment/Advance Form; and

         (b) the  representations and warranties in Section 5 must be materially
true on the date of the  Payment/Advance  Form and on the effective date of each
Credit Extension and no Event of Default may have occurred and be continuing, or
result  from  the  Credit   Extension.   Each  Credit  Extension  is  Borrower's
representation and warranty on that date that the representations and warranties
of Section 5 remain true.

4.       CREATION OF SECURITY INTEREST

4.1      Grant of Security Interest.

         (a)  Borrower  grants  Bank  a  continuing  security  interest  in  all
presently  existing and later acquired  Collateral to secure all Obligations and
performance of each of Borrower's  duties under the Loan  Documents.  Except for
Permitted  Liens,  any  security  interest  will  be a first  priority  security
interest  in the  Collateral.  Bank may


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place a "hold" on any deposit account  pledged as Collateral.  If this Agreement
is terminated, Bank's lien and security interest in the Collateral will continue
until Borrower fully satisfies its Obligations.

5.       REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants as follows:

5.1      Due Organization and Authorization.

         Borrower and each  Subsidiary  is duly existing and in good standing in
its state of formation and qualified and licensed to do business in, and in good
standing in, any state in which the conduct of its business or its  ownership of
property requires that it be qualified,  except where the failure to do so could
not reasonably be expected to cause a Material Adverse Change.

         The execution, delivery and performance of the Loan Documents have been
duly authorized,  and do not conflict with Borrower's formation  documents,  nor
constitute an event of default under any material agreement by which Borrower is
bound. Borrower is not in default under any agreement to which or by which it is
bound in which the  default  could  reasonably  be  expected to cause a Material
Adverse Change.

5.2      Collateral.

         Borrower  has  good  title  to the  Collateral,  free of  Liens  except
Permitted  Liens.  The Accounts  are bona fide,  existing  obligations,  and the
service or property has been performed or delivered to the account debtor or its
agent for  immediate  shipment to and  unconditional  acceptance  by the account
debtor.  Borrower has no notice of any actual or imminent Insolvency  Proceeding
of any account  debtor whose  accounts are an Eligible  Account in any Borrowing
Base  Certificate.  All  Inventory  is in all  material  respects  of  good  and
marketable  quality,  free from material defects.  Borrower is the sole owner of
its  intellectual  property,  except for  non-exclusive  licenses granted to its
customers in the ordinary  course of business and except for exclusive  licenses
granted  in the  ordinary  course  of  business  limited  to  specific  uses  or
geographic  regions.  Each of Borrower's patents is valid and enforceable and no
part  of the  Borrower's  intellectual  property  has  been  judged  invalid  or
unenforceable,  in whole or in part, and no claim has been made that any part of
the  Borrower's  intellectual  property  violates the rights of any third party,
except to the extent  such claim  could not  reasonably  be  expected to cause a
Material Adverse Change.

5.3      Litigation.

         Except as shown in the  Schedule,  there are no actions or  proceedings
pending  or, to the  knowledge  of  Borrower's  Responsible  Officers  and legal
counsel,  threatened by or against  Borrower or any Subsidiary in which a likely
adverse  decision  could  reasonably  be  expected  to cause a Material  Adverse
Change.

5.4      No Material Adverse Change in Financial Statements.

         All consolidated financial statements for Borrower, and any Subsidiary,
delivered  to  Bank  fairly   present  in  all  material   respects   Borrower's
consolidated   financial  condition  and  Borrower's   consolidated  results  of
operations.  There  has  not  been  any  material  deterioration  in  Borrower's
consolidated  financial  condition  since the date of the most recent  financial
statements submitted to Bank.

5.5      Solvency.

         The fair salable value of Borrower's assets  (including  goodwill minus
disposition  costs) exceeds the fair value of its  liabilities;  the Borrower is
not  left  with  unreasonably  small  capital  after  the  transactions  in this
Agreement; and Borrower is able to pay its debts (including trade debts) as they
mature.


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5.6      Regulatory Compliance.

         Borrower is not an "investment company" or a company "controlled" by an
"investment  company" under the Investment  Company Act. Borrower is not engaged
as one of its important  activities in extending  credit for margin stock (under
Regulations  T and U of the Federal  Reserve Board of  Governors).  Borrower has
complied in all material  respects  with the Federal Fair Labor  Standards  Act.
Borrower has not violated any laws,  ordinances or rules, the violation of which
could  reasonably  be  expected  to cause a  Material  Adverse  Change.  None of
Borrower's or any Subsidiary's properties or assets has been used by Borrower or
any Subsidiary or, to the best of Borrower's knowledge,  by previous Persons, in
disposing, producing, storing, treating, or transporting any hazardous substance
other than legally.  Borrower and each  Subsidiary has timely filed all required
tax returns and paid,  or made  adequate  provision to pay, all material  taxes,
except those being  contested in good faith with adequate  reserves  under GAAP.
Borrower  and  each   Subsidiary  has  obtained  all  consents,   approvals  and
authorizations  of, made all declarations or filings with, and given all notices
to, all  government  authorities  that are necessary to continue its business as
currently  conducted,  except where the failure to do so could not reasonably be
expected to cause a Material Adverse Change.

5.7      Subsidiaries.

         Borrower does not own any stock,  partnership  interest or other equity
securities except for Permitted Investments.

5.8      Full Disclosure.

         No written  representation,  warranty or other statement of Borrower in
any certificate or written statement given to Bank (taken together with all such
written  certificates  and  written  statements  to Bank)  contains  any  untrue
statement of a material fact or omits to state a material fact necessary to make
the statements  contained in the  certificates or statements not misleading.  It
being recognized by Bank that the projections and forecasts provided by Borrower
in good faith and based upon reasonable  assumptions are not viewed as facts and
that actual results during the period or periods covered by such projections and
forecasts may differ from the projected and forecasted results.

6.       AFFIRMATIVE COVENANTS

         Borrower will do all of the following:

6.1      Government Compliance.

         Borrower will maintain its and all  Subsidiaries'  legal  existence and
good standing in its  jurisdiction  of formation and maintain  qualification  in
each  jurisdiction  in which the  failure  to so  qualify  would  reasonably  be
expected  to  cause  a  material  adverse  effect  on  Borrower's   business  or
operations.  Borrower will comply,  and have each  Subsidiary  comply,  with all
laws,  ordinances  and  regulations to which it is subject,  noncompliance  with
which could have a material adverse effect on Borrower's  business or operations
or would reasonably be expected to cause a Material Adverse Change.

6.2      Financial Statements, Reports, Certificates.

         (a) Borrower  will deliver to Bank:  (i) as soon as  available,  but no
later than 5 days after filing with the SEC, Borrower's  quarterly  consolidated
balance sheet and income statement covering Borrower's  consolidated  operations
during the period, in a form and certified by a Responsible  Officer  acceptable
to Bank; (ii) as soon as available, but no later than 90 days after the last day
of Borrower's fiscal year, audited  consolidated  financial  statements prepared
under GAAP,  consistently  applied,  together with an unqualified opinion on the
financial  statements  from an  independent  certified  public  accounting  firm
reasonably acceptable to Bank; (iii) within 5 days


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of filing,  copies of all  statements,  reports and notices  made  available  to
Borrower's  security  holders  or to any  holders of  Subordinated  Debt and all
reports  on Form  10-K,  10-Q and 8-K filed  with the  Securities  and  Exchange
Commission;  (iv) a prompt  report of any legal  actions  pending or  threatened
against  Borrower  or any  Subsidiary  that could  result in damages or costs to
Borrower or any Subsidiary of $100,000 or more; (v) budgets,  sales projections,
operating  plans  or  other  financial  information  Bank  reasonably  requests,
including financial  projections approved by Borrower's board of directors to be
delivered within 30 of fiscal year end.

         (b)  Within 20 days  after the last day of each  month,  Borrower  will
deliver to Bank a Borrowing Base Certificate signed by a Responsible  Officer in
the form of Exhibit C, with aged  listings of accounts  receivable  (including a
schedule of Deferred  Maintenance  Revenue) and accounts payable each by invoice
date.

         (c) Within 5 days of filing with the SEC, Borrower will deliver to Bank
with the quarterly  financial  statements a Compliance  Certificate  signed by a
Responsible  Officer in the form of Exhibit D  (including a schedule of Deferred
Maintenance Revenue).

         (d) Bank has the right to audit  Borrower's  Collateral  at  Borrower's
expense,  but the audits will be  conducted  no more often than twice every year
unless an Event of Default has occurred and is continuing, and provided that the
fee for the initial audit hereunder to be performed on or about the Closing Date
shall not exceed $2,000.

6.3      Inventory; Returns.

         Borrower will keep all Inventory in good and marketable condition, free
from material defects.  Returns and allowances  between Borrower and its account
debtors will follow Borrower's customary practices as they exist at execution of
this Agreement.  Borrower must promptly notify Bank of all returns,  recoveries,
disputes and claims, that involve more than $50,000.

6.4      Taxes.

         Borrower will make, and cause each  Subsidiary to make,  timely payment
of all material federal,  state, and local taxes or assessments and will deliver
to Bank, on demand, appropriate certificates attesting to the payment.

6.5      Insurance.

         Borrower  will keep its business and the  Collateral  insured for risks
and in amounts, as Bank may reasonably request.  Insurance policies will be in a
form,  with  companies,  and in amounts that are  satisfactory to Bank in Bank's
reasonable  discretion.  All property policies will have a lender's loss payable
endorsement  showing Bank as an additional loss payee and all liability policies
will show the Bank as an  additional  insured and provide  that the insurer must
give  Bank at least 20 days  notice  before  canceling  its  policy.  At  Bank's
request,  Borrower will deliver certified copies of policies and evidence of all
premium  payments.  Proceeds payable under any policy will, at Bank's option, be
payable to Bank on account of the Obligations.

6.6      Primary Accounts; Minimum and Target Balances.

         Borrower will maintain its primary  depository  and operating  accounts
with Bank. In addition,  Borrower  agrees that at least 50% of its cash and cash
equivalents  (as  determined  pursuant to GAAP and as  reflected  in  Borrower's
quarterly  financial  statements)  shall be deposited  with or invested  through
Bank.  Furthermore,  the target balance on Borrower's sweep account  established
under the Cash Management Services shall be at least $600,000.


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6.7      Financial Covenants.

                  Borrower will maintain as of the last day of each quarter:

                  (i) Quick Ratio (Adjusted). A ratio of Quick Assets to Current
Liabilities minus Deferred Maintenance Revenue of at least 1.00 to 1.00.

                  (ii)  Debt/Tangible  Net Worth  Ratio  (Adjusted).  A ratio of
Total Liabilities less Subordinated  Debt less Deferred  Maintenance  Revenue to
Tangible Net Worth plus Subordinated Debt of not more than 1.00 to 1.00.

                  (iii)  Profitability.  Borrower will have a minimum net profit
of $1.00 for each fiscal quarter.

6.8      Further Assurances.

         Borrower will execute any further  instruments  and take further action
as Bank reasonably  requests to perfect or continue Bank's security  interest in
the Collateral or to effect the purposes of this Agreement.

7.       NEGATIVE COVENANTS

         Borrower will not do any of the following  without Bank's prior written
consent, which will not be unreasonably withheld:

7.1      Dispositions.

         Convey,  sell,  lease,  transfer or otherwise  dispose of (collectively
"Transfer"),  or permit any of its Subsidiaries to Transfer,  all or any part of
its business or property,  other than Transfers (i) of Inventory in the ordinary
course of business;  (ii) of non-exclusive licenses and similar arrangements for
the use of the property of Borrower or its  Subsidiaries  in the ordinary course
of business; or (iii) of worn-out or obsolete Equipment.

7.2      Changes in Business, Ownership, Management or Business Locations.

         Engage in or permit any of its  Subsidiaries  to engage in any business
other than the businesses currently engaged in by Borrower or reasonably related
thereto or have a material change in its ownership or management (other than the
sale of Borrower's  equity securities in a public offering or to venture capital
investors  approved by Bank) of greater than 25%.  Borrower will not, without at
least 30 days prior written notice,  relocate its chief executive  office or add
any new offices or business locations.

7.3      Mergers or Acquisitions.

         Merge or  consolidate,  or permit any of its  Subsidiaries  to merge or
consolidate,   with  any  other  Person,  or  acquire,  or  permit  any  of  its
Subsidiaries  to  acquire,  all or  substantially  all of the  capital  stock or
property of another  Person,  except  where (i) no Event of Default has occurred
and is  continuing  or would  result  from such  action  during the term of this
Agreement and (ii) such transaction  would not result in a decrease of more than
25% of Tangible Net Worth. A Subsidiary  may merge or  consolidate  into another
Subsidiary or into Borrower.

7.4      Indebtedness.

         Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness.


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7.5      Encumbrance.

         Create,  incur, or allow any Lien on any of its property,  or assign or
convey any right to  receive  income,  including  the sale of any  Accounts,  or
permit any of its  Subsidiaries to do so, except for Permitted  Liens, or permit
any Collateral not to be subject to the first priority security interest granted
here,  subject to Permitted Liens. As more fully provided in the Negative Pledge
Agreement executed in connection  herewith,  in no event shall Borrower grant or
suffer to exist any Lien  upon its  intellectual  property  other  than  license
rights  otherwise  permitted  hereunder,  and Borrower  shall not enter into any
agreement with any third party preventing  Borrower from granting to Bank a Lien
upon its intellectual property.

7.6      Distributions; Investments.

         Directly  or  indirectly  acquire  or  own  any  Person,  or  make  any
Investment in any Person, other than Permitted Investments, or permit any of its
Subsidiaries to do so. Pay any dividends or make any  distribution or payment or
redeem, retire or purchase any capital stock.

7.7      Transactions with Affiliates.

         Directly or  indirectly  enter into or permit any material  transaction
with any  Affiliate  except  transactions  that are in the  ordinary  course  of
Borrower's business,  on terms less favorable to Borrower than would be obtained
in an arm's length transaction with a non-affiliated Person.

7.8      Subordinated Debt.

         Make or permit any payment on any Subordinated  Debt,  except under the
terms of the Subordinated  Debt, or amend any provision in any document relating
to the Subordinated Debt without Bank's prior written consent.

7.9      Compliance.

         Become  an  "investment   company"  or  a  company   controlled  by  an
"investment  company," under the Investment  Company Act of 1940 or undertake as
one of its  important  activities  extending  credit to purchase or carry margin
stock,  or use the proceeds of any Credit  Extension for that  purpose;  fail to
meet the minimum  funding  requirements of ERISA,  permit a Reportable  Event or
Prohibited  Transaction,  as defined in ERISA, to occur; fail to comply with the
Federal Fair Labor Standards Act or violate any other law or regulation,  if the
violation  could  reasonably  be expected to have a material  adverse  effect on
Borrower's  business or  operations  or would  reasonably be expected to cause a
Material Adverse Change, or permit any of its Subsidiaries to do so.

8.       EVENTS OF DEFAULT

         Any one of the following is an Event of Default:

8.1      Payment Default.

         If  Borrower  fails to pay any of the  Obligations  within 3 days after
their due date.  During the additional period the failure to cure the default is
not an Event of Default  (but no Credit  Extension  will be made during the cure
period);

8.2      Covenant Default.

         If Borrower  does not perform any  obligation  in Section 6 or violates
any  covenant  in Section 7 or does not  perform or observe  any other  material
term,  condition or covenant in this Agreement,  any Loan  Documents,  or in any
agreement  between  Borrower  and  Bank  and as to any  default  under  a  term,
condition  or covenant  that can be


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cured,  has not cured the  default  within 10 days  after it  occurs,  or if the
default  cannot be cured  within 10 days or  cannot  be cured  after  Borrower's
attempts within 10 day period,  and the default may be cured within a reasonable
time,  then  Borrower  has an  additional  period  (of not more than 30 days) to
attempt to cure the default. During the additional time, the failure to cure the
default is not an Event of Default (but no Credit Extensions will be made during
the cure period);

8.3      Material Adverse Change.

         If  there  occurs  (i) a  material  adverse  change  in  the  business,
operations,  or condition  (financial  or  otherwise)  of the  Borrower,  (ii) a
material  impairment  in  the  prospect  of  repayment  of  any  portion  of the
Obligations,  or (iii) a material  impairment  of the value  (other  than normal
depreciation) or priority of Bank's security interest in the Collateral.

8.4      Attachment.

         If any  material  portion of  Borrower's  assets is  attached,  seized,
levied on, or comes into possession of a trustee or receiver and the attachment,
seizure  or  levy  is not  removed  in 10  days,  or if  Borrower  is  enjoined,
restrained,  or prevented by court order from  conducting a material part of its
business or if a judgment or other claim becomes a Lien on a material portion of
Borrower's  assets, or if a notice of lien, levy, or assessment is filed against
any of Borrower's  assets by any  government  agency and not paid within 10 days
after Borrower receives notice.  These are not Events of Default if stayed or if
a bond is posted pending  contest by Borrower (but no Credit  Extensions will be
made during the cure period);

8.5      Insolvency.

         If  Borrower  becomes  insolvent  or if Borrower  begins an  Insolvency
Proceeding  or an  Insolvency  Proceeding  is  begun  against  Borrower  and not
dismissed or stayed within 30 days (but no Credit Extensions will be made before
any Insolvency Proceeding is dismissed);

8.6      Other Agreements.

         If there is a default in any  agreement  between  Borrower  and a third
party  that  gives the third  party the  right to  accelerate  any  Indebtedness
exceeding $100,000 or that could cause a Material Adverse Change;

8.7      Judgments.

         If a money judgment(s) in the aggregate of at least $50,000 is rendered
against  Borrower  and is  unsatisfied  and  unstayed for 10 days (but no Credit
Extensions will be made before the judgment is stayed or satisfied);

8.8      Misrepresentations.

         If  Borrower  or any Person  acting  for  Borrower  makes any  material
misrepresentation  or  material  misstatement  now or later in any  warranty  or
representation  in this  Agreement  or in any  writing  delivered  to Bank or to
induce Bank to enter this Agreement or any Loan Document; or

8.9      Guaranty.

         Any  guaranty  of any  Obligations  ceases for any reason to be in full
force or any Guarantor does not perform any obligation under any guaranty of the
Obligations,  or any material  misrepresentation or material misstatement exists
now  or  later  in  any  warranty  or  representation  in  any  guaranty  of the
Obligations  or in any  certificate  delivered  to Bank in  connection  with the
guaranty,  or any  circumstance  described in Sections 8.4, 8.5 or 8.7 occurs to
any Guarantor.


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9.       BANK'S RIGHTS AND REMEDIES

9.1      Rights and Remedies.

         When an Event of Default occurs and continues Bank may,  without notice
or demand, do any or all of the following:

         (a)  Declare all  Obligations  immediately  due and payable  (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);

         (b) Stop advancing  money or extending  credit for  Borrower's  benefit
under this Agreement or under any other agreement between Borrower and Bank;

         (c) Settle or adjust  disputes and claims directly with account debtors
for amounts, on terms and in any order that Bank considers advisable;

         (d)  Make  any  payments  and do any  acts it  considers  necessary  or
reasonable  to protect its security  interest in the  Collateral.  Borrower will
assemble  the  Collateral  if  Bank  requires  and  make  it  available  as Bank
designates.  Bank may enter premises  where the Collateral is located,  take and
maintain possession of any part of the Collateral,  and pay, purchase,  contest,
or  compromise  any Lien which  appears to be prior or superior to its  security
interest and pay all expenses incurred.  Borrower grants Bank a license to enter
and occupy any of its premises, without charge, to exercise any of Bank's rights
or remedies;

         (e) Apply to the  Obligations any (i) balances and deposits of Borrower
it holds,  or (ii) any  amount  held by Bank  owing to or for the  credit or the
account of Borrower;

         (f) Ship, reclaim,  recover, store, finish,  maintain,  repair, prepare
for  sale,  advertise  for  sale,  and sell the  Collateral.  Bank is  granted a
non-exclusive,  royalty-free  license  or other  right to use,  without  charge,
Borrower's labels, patents,  copyrights,  mask works, rights of use of any name,
trade secrets, trade names,  trademarks,  service marks, and advertising matter,
or any  similar  property  as it  pertains  to  the  Collateral,  in  completing
production  of,  advertising  for sale,  and  selling  any  Collateral  and,  in
connection  with Bank's  exercise of its rights under this  Section,  Borrower's
rights under all licenses and all franchise  agreements inure to Bank's benefit;
and

         (g) Dispose of the Collateral according to the Code.

9.2      Power of Attorney.

         Effective only when an Event of Default occurs and continues,  Borrower
irrevocably appoints Bank as its lawful attorney to: (i) endorse Borrower's name
on any checks or other forms of payment or security;  (ii) sign  Borrower's name
on any  invoice or bill of lading  for any  Account  or drafts  against  account
debtors,  (iii) make, settle,  and adjust all claims under Borrower's  insurance
policies; (iv) settle and adjust disputes and claims about the Accounts directly
with account debtors, for amounts and on terms Bank determines  reasonable;  and
(v) transfer the  Collateral  into the name of Bank or a third party as the Code
permits.  Bank may exercise the power of attorney to sign Borrower's name on any
documents  necessary  to perfect or  continue  the  perfection  of any  security
interest  regardless  of  whether  an  Event of  Default  has  occurred.  Bank's
appointment as Borrower's attorney in fact, and all of Bank's rights and powers,
coupled with an interest,  are irrevocable until all Obligations have been fully
repaid  and  performed  and  Bank's  obligation  to  provide  Credit  Extensions
terminates.

9.3      Accounts Collection.

         When an Event of  Default  occurs  and  continues,  Bank may notify any
Person owing Borrower money of Bank's security  interest in the funds and verify
the amount of the Account.  Borrower must collect all payments in


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trust for Bank and, if  requested by Bank,  immediately  deliver the payments to
Bank in the form received from the account debtor,  with proper endorsements for
deposit.

9.4      Bank Expenses.

         If Borrower  fails to pay any amount or furnish any  required  proof of
payment  to third  persons,  Bank may make all or part of the  payment or obtain
insurance  policies  required  in Section  6.5,  and take any  action  under the
policies  Bank deems  prudent.  Any amounts  paid by Bank are Bank  Expenses and
immediately  due and payable,  bearing  interest at the then applicable rate and
secured by the  Collateral.  No payments by Bank are deemed an agreement to make
similar payments in the future or Bank's waiver of any Event of Default.

9.5      Bank's Liability for Collateral.

         If Bank complies with reasonable banking practices and Section 9-207 of
the Code, it is not liable for: (a) the safekeeping of the  Collateral;  (b) any
loss or  damage  to the  Collateral;  (c) any  diminution  in the  value  of the
Collateral; or (d) any act or default of any carrier,  warehouseman,  bailee, or
other person.  Borrower  bears all risk of loss,  damage or  destruction  of the
Collateral.

9.6      Remedies Cumulative.

         Bank's rights and remedies under this  Agreement,  the Loan  Documents,
and all other  agreements  are  cumulative.  Bank has all  rights  and  remedies
provided under the Code, by law, or in equity.  Bank's  exercise of one right or
remedy is not an  election,  and Bank's  waiver of any Event of Default is not a
continuing waiver. Bank's delay is not a waiver,  election, or acquiescence.  No
waiver is effective  unless  signed by Bank and then is only  effective  for the
specific instance and purpose for which it was given.

9.7      Demand Waiver.

         Borrower  waives  demand,  notice of  default  or  dishonor,  notice of
payment and nonpayment,  notice of any default, nonpayment at maturity, release,
compromise,   settlement,   extension,   or  renewal  of  accounts,   documents,
instruments,  chattel paper,  and  guarantees  held by Bank on which Borrower is
liable.

10.      NOTICES

         All notices or demands by any party about this  Agreement  or any other
related  agreement must be in writing and be personally  delivered or sent by an
overnight delivery service,  by certified mail, postage prepaid,  return receipt
requested,  or by  telefacsimile  to the addresses set forth at the beginning of
this Agreement.  A party may change its notice address by giving the other party
written notice.

11.      CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER

         California law governs the Loan Documents  without regard to principles
of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction
of the State and Federal courts in Santa Clara County, California.

BORROWER  AND BANK EACH WAIVE  THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF  ACTION  ARISING  OUT  OF  ANY  OF THE  LOAN  DOCUMENTS  OR ANY  CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER IS A MATERIAL  INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS  AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


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12.      GENERAL PROVISIONS

12.1     Successors and Assigns.

         This  Agreement  binds and is for the  benefit  of the  successors  and
permitted  assigns of each party.  Borrower may not assign this Agreement or any
rights under it without  Bank's prior  written  consent  which may be granted or
withheld  in Bank's  discretion.  Bank has the right,  without the consent of or
notice to Borrower, to sell, transfer,  negotiate, or grant participation in all
or any part of, or any  interest  in,  Bank's  obligations,  rights and benefits
under this Agreement.

12.2     Indemnification.

         Borrower  will  indemnify,  defend  and  hold  harmless  Bank  and  its
officers,  employees, and agents against: (a) all obligations,  demands, claims,
and liabilities  asserted by any other party in connection with the transactions
contemplated  by the  Loan  Documents;  and (b)  all  losses  or  Bank  Expenses
incurred,  or paid by Bank from,  following,  or  consequential  to transactions
between Bank and Borrower  (including  reasonable  attorneys fees and expenses),
except for losses caused by Bank's gross negligence or willful misconduct.

12.3     Time of Essence.

         Time is of the essence for the  performance of all  obligations in this
Agreement.

12.4     Severability of Provision.

         Each  provision  of  this  Agreement  is  severable  from  every  other
provision in determining the enforceability of any provision.

12.5     Amendments in Writing, Integration.

         All  amendments  to this  Agreement  must be in  writing  and signed by
Borrower and Bank.  This Agreement  represents the entire  agreement  about this
subject  matter,  and supersedes  prior  negotiations  or agreements.  All prior
agreements,  understandings,   representations,   warranties,  and  negotiations
between the parties about the subject matter of this  Agreement  merge into this
Agreement and the Loan Documents.

12.6     Counterparts.

         This  Agreement  may be executed in any number of  counterparts  and by
different  parties on separate  counterparts,  each of which,  when executed and
delivered, are an original, and all taken together, constitute one Agreement.

12.7     Survival.

         All covenants,  representations  and warranties  made in this Agreement
continue in full force while any Obligations remain outstanding. The obligations
of Borrower in Section 12.2 to indemnify Bank will survive until all statutes of
limitations for actions that may be brought against Bank have run.

12.8     Confidentiality.

         In handling any confidential  information,  Bank will exercise the same
degree  of care  that it  exercises  for its own  proprietary  information,  but
disclosure of information  may be made (i) to Bank's  subsidiaries or affiliates
in connection with their business with Borrower, (ii) to prospective transferees
or  purchasers  of  any  interest  in the  loans,  (iii)  as  required  by  law,
regulation, subpoena, or other order, (iv) as required in connection with Bank's


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examination or audit and (v) as Bank considers  appropriate  exercising remedies
under this Agreement. Confidential information does not include information that
either:  (a) is in the public domain or in Bank's  possession  when disclosed to
Bank, or becomes part of the public  domain after  disclosure to Bank; or (b) is
disclosed to Bank by a third  party,  if Bank does not know that the third party
is prohibited from disclosing the information.

12.9     Attorneys' Fees, Costs and Expenses.

         In any action or  proceeding  between  Borrower and Bank arising out of
the Loan  Documents,  the  prevailing  party will be  entitled  to  recover  its
reasonable  attorneys' fees and other reasonable costs and expenses incurred, in
addition to any other relief to which it may be entitled.

13.      DEFINITIONS

13.1     Definitions.

         In this Agreement:

         "Accounts"  are all  existing  and  later  arising  accounts,  contract
rights, and other obligations owed Borrower in connection with its sale or lease
of goods  (including  licensing  software and other  technology) or provision of
services, all credit insurance,  guaranties,  other security and all merchandise
returned or reclaimed by Borrower and  Borrower's  Books  relating to any of the
foregoing.

         "Advance"  or  "Advances"  is a loan  advance (or  advances)  under the
Committed Revolving Line.

         "Affiliate"  of a Person is a Person that owns or controls  directly or
indirectly the Person,  any Person that controls or is controlled by or is under
common  control  with the Person,  and each of that  Person's  senior  executive
officers,  directors,  partners and, for any Person that is a limited  liability
company, that Person's managers and members.

         "Bank  Expenses" are all audit fees and expenses and  reasonable  costs
and expenses (including  reasonable attorneys' fees and expenses) for preparing,
negotiating,   administering,   defending  and  enforcing  the  Loan   Documents
(including appeals or Insolvency Proceedings).

         "Borrower's  Books"  are all  Borrower's  books and  records  including
ledgers,  records regarding  Borrower's  assets or liabilities,  the Collateral,
business operations or financial condition and all computer programs or discs or
any equipment containing the information.

         "Borrowing  Base" is (i) 80% of  Eligible  Accounts  plus  (ii) 100% of
Eligible  Foreign  Accounts as  determined by Bank from  Borrower's  most recent
Borrowing  Base  Certificate;   provided,  however,  that  Bank  may  lower  the
percentage  of the  Borrowing  Base  after  performing  an audit  of  Borrower's
Collateral.

         "Business  Day" is any day that is not a  Saturday,  Sunday or a day on
which the Bank is closed.

         "Cash Management Services" are defined in Section 2.1.2.

         "Closing Date" is the date of this Agreement.

         "Code" is the California Uniform Commercial Code.

         "Collateral" is the property described on Exhibit A.

         "Committed Revolving Line" is an Advance of up to $7,000,000.


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         "Contingent  Obligation"  is, for any  Person,  any direct or  indirect
liability,  contingent or not, of that Person for (i) any  indebtedness,  lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed,  endorsed,  co-made,  discounted or sold with
recourse by that  Person,  or for which that  Person is  directly or  indirectly
liable;  (ii) any  obligations  for undrawn letters of credit for the account of
that  Person;  and (iii) all  obligations  from any interest  rate,  currency or
commodity  swap  agreement,  interest  rate cap or  collar  agreement,  or other
agreement or arrangement  designated to protect a Person against  fluctuation in
interest rates,  currency  exchange rates or commodity  prices;  but "Contingent
Obligation"  does not include  endorsements  in the ordinary course of business.
The amount of a Contingent  Obligation is the stated or determined amount of the
primary  obligation  for  which  the  Contingent  Obligation  is made or, if not
determinable,  the maximum reasonably anticipated liability for it determined by
the Person in good  faith;  but the  amount  may not  exceed the  maximum of the
obligations under the guarantee or other support arrangement.

         "Credit  Extension" is each Advance or any other extension of credit by
Bank for Borrower's benefit.

         "Current  Liabilities"  are the aggregate  amount of  Borrower's  Total
Liabilities which mature within one (1) year.

         "Deferred  Maintenance  Revenue" is all amounts  received in advance of
performance under maintenance contract and not yet recognized as revenue.

         "Eligible  Accounts" are Accounts in the ordinary  course of Borrower's
business that meet all Borrower's  representations  and warranties in Section 5;
but Bank may change eligibility standards by giving Borrower notice. Unless Bank
agrees otherwise in writing, Eligible Accounts will not include:

         (a)  Accounts  that the  account  debtor has not paid within 90 days of
invoice  date except for  accounts  due for any leasing  companies  set forth on
Eligible  Accounts Schedule hereto, as approved by Bank, as to which such period
shall be 120 days;

         (b) Accounts for an account debtor,  50% or more of whose Accounts have
not been paid within 90 days of invoice date;

         (c) Credit balances over 90 days from invoice date;

         (d) Accounts for an account debtor,  including Affiliates,  whose total
obligations to Borrower exceed 25% of all Accounts,  for the amounts that exceed
that percentage, unless the Bank approves in writing;

         (e) Accounts for which the account  debtor does not have its  principal
place of business in the United States except for Eligible Foreign Accounts;

         (f) Accounts for which the account debtor is a federal,  state or local
government entity or any department, agency, or instrumentality;

         (g) Accounts for which Borrower owes the account debtor, but only up to
the amount owed (sometimes called "contra" accounts,  accounts payable, customer
deposits or credit accounts);

         (h) Accounts for  demonstration or promotional  equipment,  or in which
goods are consigned,  sales guaranteed,  sale or return, sale on approval,  bill
and hold, or other terms if account debtor's payment may be conditional;

         (i)  Accounts  for which the account  debtor is  Borrower's  Affiliate,
officer, employee, or agent;


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         (j) Accounts in which the account  debtor  disputes  liability or makes
any claim and Bank believes there may be a basis for dispute (but only up to the
disputed  or  claimed  amount),  or if  the  Account  Debtor  is  subject  to an
Insolvency Proceeding, or becomes insolvent, or goes out of business;

         (k)  Accounts for which Bank  reasonably  determines  collection  to be
doubtful.

         "Eligible  Foreign  Accounts" are Accounts for which the account debtor
does not have its principal  place of business in the United States but are: (1)
supported by letter(s) of credit  advised and  negotiated by Bank and not unpaid
180 days or more from invoice date or (2) that Bank approves in writing.

         "Equipment"  is all present  and future  machinery,  equipment,  tenant
improvements,  furniture,  fixtures,  vehicles,  tools, parts and attachments in
which Borrower has any interest.

         "ERISA" is the Employment  Retirement  Income Security Act of 1974, and
its regulations.

         "GAAP" is generally accepted accounting principles.

         "Guarantor" is any present or future guarantor of the Obligations.

         "Indebtedness"  is (a)  indebtedness for borrowed money or the deferred
price of property or services,  such as reimbursement  and other obligations for
surety bonds and letters of credit, (b) obligations  evidenced by notes,  bonds,
debentures  or  similar  instruments,  (c)  capital  lease  obligations  and (d)
Contingent Obligations.

         "Insolvency  Proceeding" are proceedings by or against any Person under
the United States  Bankruptcy  Code, or any other  bankruptcy or insolvency law,
including  assignments  for the benefit of creditors,  compositions,  extensions
generally  with  its   creditors,   or   proceedings   seeking   reorganization,
arrangement, or other relief.

         "Inventory"  is present and future  inventory in which Borrower has any
interest,  including merchandise,  raw materials,  parts, supplies,  packing and
shipping  materials,  work in process and finished products intended for sale or
lease  or to be  furnished  under a  contract  of  service,  of  every  kind and
description  now or later  owned by or in the custody or  possession,  actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including  insurance  proceeds)  from  the  sale or  disposition  of any of the
foregoing and any documents of title.

         "Investment"   is  any  beneficial   ownership  of  (including   stock,
partnership  interest or other securities) any Person,  or any loan,  advance or
capital contribution to any Person.

         "Lien" is a mortgage,  lien, deed of trust,  charge,  pledge,  security
interest or other encumbrance.

         "Loan Documents" are, collectively,  this Agreement, any note, or notes
or guaranties executed by Borrower or Guarantor, and any other present or future
agreement  between  Borrower  and/or for the benefit of Bank in connection  with
this Agreement, all as amended, extended or restated.

         "Material Adverse Change" is defined in Section 8.3.

         "Obligations" are debts,  principal,  interest, Bank Expenses and other
amounts Borrower owes Bank now or later,  including cash management services, if
any and including  interest  accruing  after  Insolvency  Proceedings  begin and
debts, liabilities, or obligations of Borrower assigned to Bank.

         "Permitted Indebtedness" is:

         (a) Borrower's  indebtedness  to Bank under this Agreement or any other
Loan Document;


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         (b)  Indebtedness  existing  on  the  Closing  Date  and  shown  on the
Schedule;

         (c) Subordinated Debt;

         (d) Indebtedness to trade creditors  incurred in the ordinary course of
business; and

         (e) Indebtedness secured by Permitted Liens.

         "Permitted Investments" are:

         (f) Investments shown on the Schedule and existing on the Closing Date;
and

         (g)  (i)  marketable  direct   obligations  issued  or  unconditionally
guaranteed  by the United  States or its agency or any State  maturing  within 1
year from its  acquisition,  (ii) commercial  paper maturing no more than 1 year
after its creation and having the highest  rating from either  Standard & Poor's
Corporation or Moody's Investors Service, Inc., and (iii) Bank's certificates of
deposit issued maturing no more than 1 year after issue.

         "Permitted Liens" are:

         (h) Liens  existing  on the Closing  Date and shown on the  Schedule or
arising under this Agreement or other Loan Documents;

         (i) Liens for taxes,  fees,  assessments or other government charges or
levies,  either not  delinquent  or being  contested in good faith and for which
Borrower maintains adequate reserves on its Books, if they have no priority over
any of Bank's security interests;

         (j) Purchase money Liens (i) on Equipment  acquired or held by Borrower
or its Subsidiaries incurred for financing the acquisition of the Equipment,  or
(ii)  existing  on  equipment  when  acquired,  if the Lien is  confined  to the
property and improvements and the proceeds of the equipment;

         (k)  Licenses  or  sublicenses   granted  in  the  ordinary  course  of
Borrower's business and any interest or title of a licensor or under any license
or sublicense;

         (l) Leases or subleases  granted in the ordinary  course of  Borrower's
business,  including in connection  with  Borrower's  leased  premises or leased
property;

         (m) Liens  incurred in the  extension,  renewal or  refinancing  of the
indebtedness  secured by Liens  described in (a) through (c), but any extension,
renewal or  replacement  Lien must be limited to the property  encumbered by the
existing Lien and the principal amount of the indebtedness may not increase.

         "Person" is any individual, sole proprietorship,  partnership,  limited
liability company,  joint venture,  company association,  trust,  unincorporated
organization, association, corporation, institution, public benefit corporation,
firm, joint stock company, estate, entity or government agency.

         "Prime Rate" is Bank's most recently announced "prime rate," even if it
is not Bank's lowest rate.

         "Quick  Assets"  is,  on  any  date,   the   Borrower's   consolidated,
unrestricted  cash,  cash  equivalents,   net  billed  accounts  receivable  and
investments  with  maturities  of fewer than 12 months  determined  according to
GAAP.

         "Responsible  Officer"  is each of the  Chief  Executive  Officer,  the
President, the Chief Financial Officer and the Controller of Borrower.


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         "Revolving Maturity Date" is February 21, 2002.

         "Schedule" is any attached schedule of exceptions.

         "Subordinated  Debt"  is debt  incurred  by  Borrower  subordinated  to
Borrower's  indebtedness  owed to Bank  and  which  is  reflected  in a  written
agreement  in a manner  and form  acceptable  to Bank  and  approved  by Bank in
writing.

         "Subsidiary"  is for any Person,  or any other business entity of which
more  than  50% of the  voting  stock  or  other  equity  interests  is owned or
controlled,  directly or indirectly,  by the Person or one or more Affiliates of
the Person.

         "Tangible Net Worth" is, on any date, the consolidated  total assets of
Borrower  and its  Subsidiaries  minus,  (i)  any  amounts  attributable  to (a)
goodwill,  (b) intangible  items such as unamortized  debt discount and expense,
patents,  trade and  service  marks  and  names,  copyrights  and  research  and
development  expenses  except  prepaid  expenses,  and (c)  reserves not already
deducted from assets, and (ii) Total Liabilities.

         "Total Liabilities" is on any day, obligations that should, under GAAP,
be classified as liabilities on Borrower's consolidated balance sheet, including
all Indebtedness,  and current portion Subordinated Debt allowed to be paid, but
excluding all other Subordinated Debt.

BORROWER:

IMATRON INCORPORATED


By:
    -------------------------------------------------

Title:
       ----------------------------------------------


BANK:

SILICON VALLEY BANK


By:
    -------------------------------------------------

Title:
       ----------------------------------------------

                                    EXHIBIT A

         The Collateral  consists of all of Borrower's right, title and interest
in and to the following:

         All goods and  equipment  now owned or hereafter  acquired,  including,
without limitation, all machinery,  fixtures, vehicles (including motor vehicles
and trailers),  and any interest in any of the foregoing,  and all  attachments,
accessories,   accessions,   replacements,    substitutions,    additions,   and
improvements to any of the foregoing, wherever located;

         All  inventory,  now owned or hereafter  acquired,  including,  without
limitation,  all  merchandise,  raw  materials,  parts,  supplies,  packing  and
shipping  materials,  work in  process  and  finished  products  including  such
inventory  as is  temporarily  out of  Borrower's  custody or  possession  or in
transit and including any returns upon any accounts or


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other  proceeds,  including  insurance  proceeds,  resulting  from  the  sale or
disposition of any of the foregoing and any documents of title  representing any
of the above;

         All  contract  rights and general  intangibles  now owned or  hereafter
acquired, including, without limitation,  goodwill,  trademarks,  service marks,
trade  styles,  trade  names,  patents,  patent  applications,  leases,  license
agreements,   franchise  agreements,   blueprints,  drawings,  purchase  orders,
customer lists, route lists, infringements,  claims, computer programs, computer
discs, computer tapes, literature,  reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

         All now existing  and  hereafter  arising  accounts,  contract  rights,
royalties,  license rights and all other forms of obligations  owing to Borrower
arising out of the sale or lease of goods,  the  licensing of  technology or the
rendering of services by Borrower, whether or not earned by performance, and any
and all credit insurance,  guaranties,  and other security therefore, as well as
all merchandise returned to or reclaimed by Borrower;

         All  documents,   cash,   deposit  accounts,   securities,   securities
entitlements,   securities  accounts,  investment  property,  financial  assets,
letters of credit,  certificates  of deposit,  instruments and chattel paper now
owned or hereafter acquired and Borrower's Books relating to the foregoing;

         All copyright rights,  copyright applications,  copyright registrations
and like  protections in each work of authorship  and  derivative  work thereof,
whether  published or unpublished,  now owned or hereafter  acquired;  all trade
secret  rights,  including  all  rights  to  unpatented  inventions,   know-how,
operating manuals,  license rights and agreements and confidential  information,
now owned or hereafter  acquired;  all mask work or similar rights available for
the protection of  semiconductor  chips,  now owned or hereafter  acquired;  all
claims for damages by way of any past, present and future infringement of any of
the foregoing; and

         All Borrower's  Books relating to the foregoing and any and all claims,
rights and interests in any of the above and all  substitutions  for,  additions
and accessions to and proceeds thereof.

         Borrower  and  Bank  are  parties  to  that  certain   Negative  Pledge
Agreement,  dated on or about the date of this Agreement,  whereby Borrower,  in
connection  with  Bank's  loan or loans to  Borrower,  has  agreed,  among other
things, not to sell, transfer, assign, mortgage, pledge, lease, grant a security
interest  in, or  encumber  any of its  Intellectual  Property  (as  hereinafter
defined) without Bank's prior written consent.

         Notwithstanding  the foregoing,  the Collateral  shall not be deemed to
include any copyrights, copyright applications,  copyright registration and like
protection  in each work of authorship  and  derivative  work  thereof,  whether
published or unpublished,  now owned or hereafter acquired; any patents,  patent
applications and like protections,  including without limitation,  improvements,
divisions, continuation, renewals, reissues, extension and continuations-in-part
of the same; any trademarks,  service marks and applications therefore,  whether
registered  or not; any of the  goodwill of the  business of Borrower  connected
with and symbolized by such trademarks;  any trade secret rights,  including any
rights to unpatented inventions, know-how, operating manuals, license rights and
agreements and confidential information, now owner or hereafter acquired; or any
claims for damages by way of any past, present and future infringement of any of
the foregoing (collectively, the "Intellectual Property"), except the Collateral
shall  include the proceeds of all the  Intellectual  Property that are accounts
(i.e. accounts  receivable) of Borrower,  or general  intangibles  consisting of
rights to payment, and, in addition, if a judicial authority,  (including a U.S.
Bankruptcy Court) holds that a security interest in the underlying  Intellectual
Property is necessary to have a security  interest in such  accounts and general
intangibles of Borrower that are proceeds of the Intellectual Property, then the
Collateral shall  automatically,  and effective as of the Closing Date,  include
the Intellectual Property to the extent necessary to permit perfection of Bank's
security interest in such accounts and general  intangibles of Borrower that are
proceeds of the Intellectual Property.


================================================================================
                                      110
<PAGE>

FY 2000                           IMATRON INC.                         FORM 10-K
================================================================================


                                    EXHIBIT B

                   LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., P.S.T.

TO: CENTRAL CLIENT SERVICE DIVISION        DATE:
                                                 ---------------------------

FAX#:  (408) 496-2426                      TIME:
                                                  ---------------------------

--------------------------------------------------------------------------------
FROM:    IMATRON INCORPORATED
     ---------------------------------------------------------------------------
                                    CLIENT NAME (BORROWER)

REQUESTED BY:
               -----------------------------------------------------------------
                                   AUTHORIZED SIGNER'S NAME

AUTHORIZED SIGNATURE:
                       ---------------------------------------------------------

PHONE NUMBER:
              ------------------------------------------------------------------

FROM ACCOUNT #                               TO ACCOUNT #
               -------------------------                  ----------------------

REQUESTED TRANSACTION TYPE                  REQUESTED DOLLAR AMOUNT

PRINCIPAL INCREASE (ADVANCE)                $
                                             -----------------------------------
PRINCIPAL PAYMENT (ONLY)                    $
                                             -----------------------------------
INTEREST PAYMENT (ONLY)                     $
                                             -----------------------------------
PRINCIPAL AND INTEREST (PAYMENT)            $
                                             -----------------------------------

OTHER INSTRUCTIONS:
                    ------------------------------------------------------------

--------------------------------------------------------------------------------

All Borrower's representations and warranties in the Loan and Security Agreement
are true,  correct  and  complete  in all  material  respects on the date of the
telephone request for and Advance confirmed by this Borrowing  Certificate;  but
those  representations and warranties  expressly referring to another date shall
be true, correct and complete in all material respects as of that date.
BANK USE ONLY

TELEPHONE REQUEST:

The following  person is  authorized  to request the loan payment  transfer/loan
advance on the advance designated account and is known to me.

------------------------------                   -------------------------------
     Authorized Requester                                 Phone #


------------------------------                   -------------------------------
     Received By (Bank)                                   Phone #


                      ------------------------------------
--------------------------------------------------------------------------------


================================================================================
                                      111
<PAGE>

FY 2000                           IMATRON INC.                         FORM 10-K
================================================================================


--------------------------------------------------------------------------------
                           Authorized Signature (Bank)
--------------------------------------------------------------------------------


================================================================================
                                      112
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                             <C>                  <C>

FY 2000                                             IMATRON INC.                                          FORM 10-K
===================================================================================================================


                                                 EXHIBIT C

                                        BORROWING BASE CERTIFICATE

Borrower:       IMATRON INCORPORATED                  Bank:  Silicon Valley Bank
-------------------------------------------------------------------------------------------------------------------
                                                             3003 Tasman Drive
                                                             Santa Clara, CA 95054
Commitment Amount:         $7,000,000

-------------------------------------------------------------------------------------------------------------------

ACCOUNTS RECEIVABLE
1.       Accounts Receivable Book Value as of  _____________                                         $
                                                                                                      -------------
2.       Additions (please explain on reverse)                                                       $
                                                                                                      -------------
3.       TOTAL ACCOUNTS RECEIVABLE                                                                   $
                                                                                                      -------------

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4.       Amounts over 90 days (120 days*) due                                   $
                                                                                 ----------------
5.       Balance of 50% over 90 day accounts                                    $
                                                                                 ----------------
6.       Credit balances over 90 days                                           $
                                                                                 ----------------
7.       Concentration Limits                                                   $
                                                                                 ----------------
8.       Foreign Accounts                                                       $
                                                                                 ----------------
9.       Governmental Accounts                                                  $
                                                                                 ----------------
10.      Contra Accounts                                                        $
                                                                                 ----------------
11.      Promotion or Demo Accounts                                             $
                                                                                 ----------------
12.      Intercompany/Employee Accounts                                         $
                                                                                 ----------------
13.      Other (please explain on reverse)                                      $
                                                                                 ----------------
14.      TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS                                                        $
                                                                                                      -------------
15.      Eligible Accounts (#3 minus #14)                                       $
                                                                                 ----------------
16.      LOAN VALUE OF ACCOUNTS (80% of #15)                                                         $
                                                                                                      -------------
*For scheduled leasing company accounts

FOREIGN ACCOUNTS RECEIVABLE
17.      Foreign Accounts Receivable
Supported by Letters of Credit Advised and Negotiated

by Bank Book Value as of ______________                                         $
                                                                                 ----------------

FOREIGN ACCOUNTS RECEIVABLE DEDUCTIONS
18.      Foreign Accounts Receivable
Supported by Letters of Credit Advised and Negotiated

by Bank Unpaid after 180 days                                                   $
                                                                                 ----------------
19.      Eligible Foreign Accounts (#17 minus #18)                              $
                                                                                 ----------------
20.      LOAN VALUE OF FOREIGN ACCOUNTS (100% of #19)                                                $
                                                                                                      -------------

BALANCES

21.      Maximum Loan Amount                                                    $
                                                                                 ----------------
22.      Total Funds Available [Lesser of #21 or (#16 plus #20)]                                     $
                                                                                                      -------------
23.      Present balance owing on Line of Credit                                $
                                                                                 ----------------
24.      Outstanding under Sublimits                                            $
                                                                                 ----------------
25.      RESERVE POSITION (#22 minus #23 and #24)                                                    $
                                                                                                      -------------

The undersigned  represents and warrants that this is true, complete and correct,  and that the information in this
Borrowing Base  Certificate  complies with the  representations  and warranties in the Loan and Security  Agreement
between the undersigned and Silicon Valley Bank.


===================================================================================================================
                                                        113
</TABLE>

<PAGE>


FY 2000                           IMATRON INC.                         FORM 10-K
================================================================================


COMMENTS:                                            ---------------------------
                                                     | BANK USE ONLY           |
                                                     | ---- --- ----           |
                                                     |                         |
                                                     | Rec'd By_______________ |
                                                     |          Auth. Signer   |
                                                     |                         |
                                                     | Date:__________________ |
                                                     | Verified:______________ |
                                                     |           Auth. Signer  |
                                                     |                         |
IMATRON INCORPORATED                                 | Date:__________________ |
                                                     |                         |
                                                     |                         |
By:                                                  |                         |
    -----------------------------                    |                         |
         Authorized Signer                           ---------------------------


================================================================================
                                       114
<PAGE>

FY 2000                           IMATRON INC.                         FORM 10-K
================================================================================


                                    EXHIBIT D

                             COMPLIANCE CERTIFICATE

TO:               SILICON VALLEY BANK
                  3003 Tasman Drive
                  Santa Clara, CA 95054

FROM:             IMATRON INCORPORATED

         The undersigned authorized officer of Imatron Incorporated ("Borrower")
certifies that under the terms and conditions of the Loan and Security Agreement
between  Borrower  and Bank  (the  "Agreement"),  (i)  Borrower  is in  complete
compliance  for the period ending  _______________  with all required  covenants
except  as noted  below  and  (ii) all  representations  and  warranties  in the
Agreement are true and correct in all material  respects on this date.  Attached
are the required documents  supporting the certification.  The Officer certifies
that  these are  prepared  in  accordance  with  Generally  Accepted  Accounting
Principles  (GAAP)  consistently  applied  from one period to the next except as
explained in an accompanying letter or footnotes.  The Officer acknowledges that
no  borrowings  may be  requested  at any  time or date  of  determination  that
Borrower is not in compliance  with any of the terms of the Agreement,  and that
compliance is determined not just at the date this certificate is delivered.
<TABLE>
         Please indicate  compliance  status by circling Yes/No under "Complies"
column.
<CAPTION>
------------------------------------------------------ ------------------------------------------- ----------------------------
Reporting Covenant                                     Required                                    Complies

------------------------------------------------------ ------------------------------------------- -------------- -------------
<S>                                                    <C>                                        <C>             <C>
------------------------------------------------------ ------------------------------------------- -------------- -------------
Annual (Audited)                                       FYE within 90 days                          Yes            No
------------------------------------------------------ ------------------------------------------- -------------- -------------
10-Q, 10-K,  8-K and Compliance Certificate            Within 5 days after filing with SEC         Yes            No
------------------------------------------------------ ------------------------------------------- -------------- -------------
A/R & A/P Agings                                       Monthly within 20 days                      Yes            No
------------------------------------------------------ ------------------------------------------- -------------- -------------
A/R Audit                                              Initial and Semi-Annual                     Yes            No
------------------------------------------------------ ------------------------------------------- -------------- -------------
Borrowing Base Certificate                             Monthly within 20 days                      Yes            No
---------------------------------------------------------- ------------------------------------- ---------------- -------------
Financial Covenant                                         Required                              Actual           Complies

---------------------------------------------------------- ------------------------------------- ---------------- ------ ------
Maintain minimum balances & investments                    50% of cash and cash equivalents      $                Yes    No
---------------------------------------------------------- ------------------------------------- ---------------- ------ ------
Maintain on a Quarterly Basis:
---------------------------------------------------------- ------------------------------------- ---------------- ------ ------
Minimum Quick Ratio (Adjusted)                             1.00:1.00                             _____:1.00       Yes    No
---------------------------------------------------------- ------------------------------------- ---------------- ------ ------
Maximum Debt/Tangible Net Worth   (Adjusted)               1.00:1.00                             _____:1.00       Yes    No
---------------------------------------------------------- ------------------------------------- ---------------- ------ ------
Profitability                                              $1.00                                 $                Yes    No
---------------------------------------------------------- ------------------------------------- ---------------- ------ ------
</TABLE>
                                           -------------------------------------
                                           |BANK USE ONLY                      |
Comments Regarding Exceptions:             |                                   |
See Attached.                              |Received by:______________________ |
                                           |            AUTHORIZED SIGHNER     |
                                           |                                   |
                                           |Date:_____________________________ |
                                           |                                   |
                                           |Verified:_________________________ |
                                           |           AUTHORIZED SIGHNER      |
                                           |                                   |
                                           |Date:_____________________________ |
                                           |                                   |
                                           |Compliance Status:        Yes  No  |
                                           -------------------------------------


================================================================================
                                      115
<PAGE>


FY 2000                           IMATRON INC.                         FORM 10-K
================================================================================


Sincerely,

IMATRON INCORPORATED


__________________________________
SIGNATURE

__________________________________
TITLE

__________________________________
DATE


================================================================================
                                      116
<PAGE>


FY 2000                           IMATRON INC.                         FORM 10-K
================================================================================


                         CORPORATE BORROWING RESOLUTION

Borrower: Imatron Incorporated                  Bank: Silicon Valley Bank
          389 Oyster Point Blvd.                      3003 Tasman Drive
          South San Francisco CA 94080                Santa Clara, CA 95054-1191

I, the Secretary or Assistant  Secretary of Imatron  Incorporated  ("Borrower"),
CERTIFY that Borrower is a corporation  existing  under the laws of the State of
New Jersey.  I certify that at a meeting of  Borrower's  Directors  (or by other
authorized corporate action) duly held the following resolutions were adopted.
<TABLE>
It is resolved that any one of the following  officers of Borrower,  whose name,
title and signature is below:
<CAPTION>
<S>                                      <C>                                      <C>
NAMES                                    POSITIONS                                ACTUAL SIGNATURES
-----                                    ---------                                -----------------

------------------------------------     ------------------------------------     ------------------------------------

------------------------------------     ------------------------------------     ------------------------------------

------------------------------------     ------------------------------------     ------------------------------------

------------------------------------     ------------------------------------     ------------------------------------
</TABLE>

may act for Borrower and:

Borrow Money.  Borrow money from Silicon Valley Bank ("Bank").

Execute Loan Documents.  Execute any loan documents Bank requires.

Grant Security.  Grant Bank a security interest in any of Borrower's assets.

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory
notes, or other  indebtedness in which Borrower has an interest and receive cash
or otherwise use the proceeds.

Letters of Credit.  Apply for letters of credit from Bank.

Foreign Exchange Contracts.  Execute spot or forward foreign exchange contracts.

Further Acts.  Designate  other  individuals to request  advances,  pay fees and
costs  and  execute  other  documents  or  agreements  (including  documents  or
agreement that waive  Borrowers  right to a jury trial) they think  necessary to
effectuate these Resolutions.

Further  resolved that all acts  authorized by these  Resolutions  and performed
before they were adopted are ratified.  These  Resolutions  remain in effect and
Bank may rely on them until Bank receives written notice of their revocation.

I certify that the persons listed above are Borrower's  officers with the titles
and signatures  shown following their names and that these  resolutions have not
been modified are currently effective. CERTIFIED TO AND ATTESTED BY:

X ______________________________________________
   *Secretary or Assistant Secretary

X ______________________________________________
*NOTE:  In case the Secretary or other  certifying  officer is designated by the
foregoing  resolutions as one of the signing  officers,  this resolution  should
also be signed by a second Officer or Director of Borrower


================================================================================
                                      117