SHARED SERVICES AGREEMENT


                    SHARED SERVICES AGREEMENT, dated as of August 29, 1996,
          1996, by and between ADVANCED NMR SYSTEMS, INC., a Delaware
          corporation ("ANMR"), having offices at 46 Jonspin Road,
          Wilmington, Massachusetts  01887, and Advanced Mammography
          Systems, Inc., a Delaware corporation ("AMS"), having offices at
          46 Jonspin Road, Wilmington, Massachusetts  01887.

                    WHEREAS, ANMR and AMS are parties to that certain
          Shared Services Agreement, dated October 28, 1992 (the "Original
          Agreement"), pursuant to which AMS engaged ANMR to provide
          certain administrative services;

                    WHEREAS, ANMR has developed more accurate systems for
          allocating expenses among ANMR and AMS and certain other changes
          have occurred in the relationship between ANMR and AMS since the
          Original Agreement was entered into;

                    WHEREAS, ANMR and AMS continue to share senior
          management, outside services, facilities, administrative
          employees and other employees;

                    WHEREAS, ANMR and AMS desire to terminate the Original
          Agreement effective upon the execution of this Agreement; and

                    WHEREAS, ANMR and AMS desire to set forth in this
          Agreement a more accurate method of allocating the services that
          are shared between each company to be effective retroactively as
          of October 1, 1996.

                    NOW, THEREFORE, in consideration of the mutual
          covenants and agreements herein set forth the parties hereto
          agree as follows:

                    1.   TERMINATION OF ORIGINAL AGREEMENT.  The Original
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          Agreement shall terminate immediately and automatically upon the
          execution of this Agreement by ANMR and AMS.

                    2.   SHARED SERVICES.  During the term of this
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          Agreement, ANMR and AMS shall provide to each other, as
          indicated, the following services:

                    2.1  Senior Management.  The Designated Executive
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          Officers (as hereinafter defined) shall be employed by both ANMR
          and AMS and shall be available to perform their respective duties
          as executive officers of each company and to devote as much time
          as may be reasonably necessary to the business and affairs of
          each Company.  Each of ANMR and AMS shall pay fifty percent (50%)
          of the aggregate annual cash compensation of each of the
          Designated Executive Officers in accordance with the respective
          employment agreements of each of the Designated Executive
          Officers.  The percentage amount of the annual cash compensation
          payable by either of ANMR or AMS may be adjusted in the event
          that the President and Chief Financial Officer of each company
          determine that circumstances warrant such an adjustment.  As used
          in this Agreement, the term "Designated Executive Officers" means
          the following persons who act as executive officers of both ANMR
          and AMS: Jack Nelson, Enrique Levy and Charles Moche.

                    2.2  Administrative Services.  The Administrative
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          Personnel (as hereinafter defined) shall be employed by both ANMR
          and AMS and shall be available to perform their respective duties
          as Administrative Personnel of each company and to devote as much
          time as may be reasonably necessary to the business and affairs
          of each Company.  Each of ANMR and AMS shall pay fifty percent
          (50%) of the aggregate annual cash compensation of the
          Administrative Personnel.  The percentage amount of the annual
          cash compensation payable by either of ANMR or AMS may be
          adjusted in the event that the President and Chief Financial
          Officer of each company determine that circumstances warrant such
          an adjustment. As used in this Agreement, the term
          "Administrative Personnel" means personnel of ANMR and AMS who
          perform secretarial, clerical administrative and in house
          accounting services.

                    2.3  Facilities.  ANMR shall permit AMS to share the
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          Facilities (as hereinafter defined).  AMS shall reimburse ANMR
          for expenses incurred by ANMR that relate to AMS' use of the
          Facilities, including rent, utilities, maintenance charges, and
          insurance.  The reimbursement amount shall be determined by
          dividing the total amount of expenses for the Facilities by a
          fraction, the numerator of which is the number square feet of the
          Facilities occupied by AMS personnel and the denominator of which
          is the total number of square feet of the Facilities.  AMS shall
          reimburse ANMR for its allocated portion of the expenses of the
          Facilities upon the receipt by AMS of an invoice from ANMR for
          such expenses.  As used in this Agreement, the term "Facilities"
          means the offices of ANMR at (i) Two Executive Drive, Fort Lee,
          New Jersey  07024 and (ii) 46 Jonspin Road, Wilmington,
          Massachusetts  01887.

                    2.4  Miscellaneous Services and Resources.  ANMR shall
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          permit AMS to utilize other supplies, resources and equipment of
          ANMR as required by AMS and ANMR.  The President and the Chief
          Financial Officer of each of ANMR and AMS shall use their best
          efforts to allocate the cost of such supplies, resources and
          equipment to each of ANMR and AMS.  AMS shall reimburse ANMR for
          its allocated portion of such cost upon the receipt by AMS of an
          invoice from ANMR for such costs.


                    2.5  Outside Services.  ANMR and AMS shall request all
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          outside consultants and independent contractors to provide each
          company with a separate invoice that allocates expenses
          associated with services performed by such consultants and
          independent contractors on behalf of either ANMR or AMS.  To the
          extent that any invoices received by either of ANMR or AMS do not
          allocate expenses between ANMR and AMS or do not allocate such
          expenses appropriately, the President and Chief Financial Officer
          of each company shall determine an appropriate allocation.  ANMR
          and AMS agree to reimburse each other to the extent that any
          invoices for outside services do not accurately allocate expenses
          for such services.  ANMR and AMS agree to reimburse each other
          upon the receipt of an invoice for such expenses.

                    3.   TERM.
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                    3.1  The term of this Agreement shall commence
          retroactively as of October 1, 1996 and shall continue through
          May 31, 2001, unless earlier terminated or extended in accordance
          with the provisions of this Section 3.

                    3.2  The term of this Agreement shall be automatically
          extended for two additional one-year periods unless written
          notice of termination from either party is given at least 90 days
          prior to the scheduled expiration thereof.

                    3.3  This Agreement may be terminated and any one or
          more of the services may be reduced in scope or eliminated in its
          entirety, at any time during the term hereof upon 90 days' prior
          written notice to the other party.

                    4.   OBLIGATIONS AND RELATIONSHIP.  ANMR shall at all
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          times act as an independent contractor and, notwithstanding
          anything contained herein, the relationship established hereunder
          between the parties shall not be construed as a partnership,
          joint venture or other form of joint enterprise.  Except as
          expressly authorized by a party hereto, no party shall be
          authorized to make any representations or to create or assume any
          obligation or liability in respect or on behalf of the other
          party, and this Agreement shall not be construed as constituting
          either party as the agent of the other party.

                    5.   LIMITED LIABILITY; INDEMNIFICATION
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                    5.1  ANMR shall not be liable to AMS for any loss,
          claim, expense or damage, including indirect, special,
          consequential or exemplary damages, for any act or omission
          performed or omitted by it hereunder so long as its act or
          omission does not constitute fraud, bad faith or gross
          negligence.  ANMR shall not be liable to AMS for the consequences
          of any failure or delay in performing any services provided such
          failure shall be caused by labor disputes, strikes or other
          events or circumstances beyond ANMR's control and provided
          further, ANMR shall have provided prompt notice to AMS of its
          inability to perform services and the reason therefor.

                    5.2  In any action, suit or proceeding (other than an
          action by or in the right of ANMR or AMS, as the case may be) to
          which either ANMR or AMS or any of their respective agents or
          employees performing services hereunder (the "Indemnitee") was or
          is a party by reason of his or its performance or non-performance
          of services, either ANMR or AMS, as the case may be, shall
          indemnify the Indemnitee and hold the Indemnitee harmless from
          and against expenses, judgments, fines and amounts paid (with the
          consent of the other party) in settlement actually and reasonably
          incurred by the Indemnitee in connection therewith if the
          Indemnitee acted in good faith and provided that the Indemnitee's
          conduct does not constitute gross negligence, fraud or
          intentional misconduct.

                    6.   CONFIDENTIALITY.  Any and all information obtained
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          by either party in connection with the services contemplated by
          this Agreement shall be held in the strictest confidence and not
          disclosed to any other person without the written consent of the
          other party.

                    7.   NOTICES.       All notices and other
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          communications permitted or required hereunder shall be in
          writing and shall be deemed given when delivered by hand to an
          officer of either party.

                    8.   BINDING EFFECT.  This Agreement and all of the
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          provisions hereof shall be binding upon and inure to the benefit
          of the parties and their respective successors.

                    9.   NO THIRD PARTY BENEFICIARIES.  This Agreement is
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          solely for the benefit of the parties hereto and shall not confer
          upon third parties any remedy, claim, cause or action or other
          right in addition to those existing without reference to this
          Agreement.

                    10.  ENTIRE AGREEMENT.  This Agreement constitutes the
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          entire agreement between the parties with respect to the subject
          matters covered and hereby and supersedes and prior agreement or
          understanding between the parties with respect to those matters.

                    11.  ASSIGNMENT; AMENDMENT; WAIVER.  This Agreement is
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          not assignable.  Neither the rights nor the duties arising
          hereunder may be assigned or delegated.  This Agreement may not
          be amended nor may any rights hereunder be waived except by an
          instrument in writing signed by the party sought to be charged
          with the amendment or waiver.  The failure of a party to insist
          upon strict adherence to any term of this Agreement on any
          occasion shall not be considered a waiver or deprive that party
          of the right thereafter to insist upon strict adherence to that
          term or any other term of this Agreement.

                    12.  GOVERNING LAW.  This Agreement shall be construed
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          in accordance with and governed by the laws of the Commonwealth
          of Massachusetts, without giving effect to the provisions,
          policies or principles thereof relating to choice or conflict of
          laws.

                    13.  HEADINGS.  The section and other headings
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          contained in this Agreement are for references purposes only and
          shall not effect the meaning or interpretation of this Agreement.



                               [signature page follows]
   <PAGE> 


                    IN WITNESS WHEREOF, the parties have caused in this
          Agreement to be duly executed as of the date and year first above
          written.


                                   ADVANCED NMR SYSTEMS, INC.


                                   By: /s/ Enrique Levy
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                                        Name:Enrique Levy 
                                        Title: President


                                   ADVANCED MAMMOGRAPHY SYSTEMS, INC.


                                   By:  /s/ Jack Nelson 
                                      ----------------------------------
                                        Name: Jack Nelson 
                                        Title: Chairman