EMPLOYMENT AGREEMENT
                                ----------------------

                    AGREEMENT, dated as of December 20, 1995, by and

          between ADVANCED NMR SYSTEMS, INC., a Delaware corporation (the

          "Company"), and JACK NELSON ("the Executive").

                    WHEREAS, the Executive has been employed by the Company

          pursuant to the Employment Agreement dated as of December 6, 1993

          (the "1993 Agreement"), and the Company and the Executive wish to

          extend the employment relationship in order that the Company will

          have the continued benefit of the Executive's services by

          entering into a new employment arrangement in substitution for

          that under the 1993 Agreement; 

                    WHEREAS, in accordance with the 1993 Agreement, the

          Executive has devoted a portion of his executive services to

          Advanced Mammography Systems, Inc. ("AMS"), a majority-owned

          subsidiary of the Company for which services AMS has reimbursed

          the Company; and 

                    WHEREAS, it has been deemed that the Executive should

          have separate employment agreements with the Company and AMS,

          simultaneously with the execution of this Agreement, AMS and the

          Executive are entering into an Employment Agreement (the "AMS

          Agreement") with respect to the services that the Executive is to

          render to AMS; 

                    NOW THEREFORE, in consideration of the foregoing and 

          the mutual agreements contained herein, the Company and the

          Executive agree as follows:

                    1.   Employment.  The Company hereby employs the
                         ----------

          Executive as its Chairman of the Board and Chief Executive

          Officer, and the Executive accepts such employment and agrees to

          perform services for the Company for the period and upon the

          other terms and conditions set forth in this Agreement.

                    2.   Term.  The term of the Executive's employment
                         ----
          hereunder (the "Term") shall be for a period of five years

          commencing as of the date of this Agreement (the "Commencement

          Date") and terminating on December 31, 2000, subject to earlier

          termination as hereafter specified.  This Agreement may be

          automatically extended for one (1) year terms unless either the

          Company or the Executive gives the other written notice that the

          Agreement is terminated prior to December 31, 1999 or thereafter

          on the applicable anniversary date. 

                    3.   Position and Duties.  
                         -------------------
                    3.01  Service with the Company.  The Executive agrees
                         -------------------------
          to perform such executive employment duties consistent with the

          positions specified in Section 1 hereof and as the Board of

          Directors of the Company shall assign to him from time to time. 

          The Executive also agrees to serve, during the Term hereof, as

          requested by the Board, and without any additional compensation,

          as a director of the Company and as an officer and/or director of

          any subsidiary or affiliate of the Company.  It is understood

          that the Executive shall divide his full and exclusive business

          time between the Company, pursuant to this Agreement, and to AMS,

          pursuant to the AMS Agreement.  Upon the termination or

          expiration of the AMS Agreement, the Executive shall devote his

          full and exclusive business time to the Company and its

          subsidiaries.  The Executive acknowledges that he is familiar

          with the License Agreement and the Shared Services Agreement

          between the Company and AMS, and agrees to observe the

          obligations thereunder with respect to the Company and AMS.

                    3.02  Performance of Duties.  The Executive agrees to
                          ---------------------
          serve the Company faithfully and to the best of his ability to

          advance the business and affairs of the Company, including its

          subsidiaries and affiliates, during the Term of this Agreement. 

          The Executive shall operate primarily out of the executive

          offices located in Fort Lee, N.J. (the "Executive Offices"), but

          it is understood that the Executive shall also spend considerable

          time as business operations require at the Company's office in

          Wilmington, Massachusetts and he will undertake such travel as is

          necessary to perform his duties under this Agreement.  During the

          Term hereof, as provided herein, the Executive shall not serve as

          a director, employee, consultant or advisor to any other

          corporation or business entity not affiliated with the Company

          (other than AMS) without the prior written consent of the

          Company's Executive Committee, which consent shall not be

          unreasonably withheld.

                    4.   Compensation.  
                         ------------
                    4.01  Base Salary.  As compensation for all services to
                         ------------
          be rendered by the Executive under this Agreement and while the

          AMS Agreement is in effect, the Company shall pay to the

          Executive an initial base annual salary (the "Base Salary") of

          $117,500.  The Base Salary for the second year of this Agreement

          shall automatically increase by an amount equal to at least ten

          percent (10%) of the initial Base Salary for the first year. 

          Thereafter, the Base Salary shall be reviewed annually by the

          Compensation Committee of the Company's Board of Directors with

          any increases to be based upon the Company having achieved both

          the revenue and net income budget projections for the immediately

          preceding fiscal year.  The Base Salary throughout the Term shall

          be paid in installments in accordance with the Company's normal

          payroll procedures and policies.  Upon termination of the AMS

          Agreement, the Base Salary then in effect under this Agreement

          shall be increased by one hundred (100%) percent, and such

          increased Base Salary shall remain in effect for the balance of

          the Term hereof, subject to adjustment as provided for in this

          Section 4.01.  

                    4.02 Stock Options.  The Executive shall be entitled to
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          stock options for the purchase of 250,000 shares of the Company's

          Common Stock exercisable over a five year period, with 50,000

          shares to vest each year commencing as of the date of the grant,

          which vesting may be accelerated as provided for in Section 6

          hereof.  He may be granted additional stock options as determined

          by the Option Committee of the Board of Directors of the Company.

                    4.03 Participation in Benefit Plans.  The Executive

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

          shall also be entitled, to the extent that his position, title,

          tenure, salary, age, health and other qualifications make him

          eligible, to participate in all employee benefit plans or

          programs (including medical/dental and life insurance,

          retirement, pension, vacation time, sick leave and holidays) of

          the Company currently in existence on the date hereof or as may

          hereafter be instituted from time to time.  The Executive's

          participation in any such plan or program shall be subject to the

          provisions, rules and regulations applicable thereto.  The

          Executive shall make himself available for medical examinations

          in connection with the Company obtaining any insurance on the

          life of the Executive.  If necessary, the participation by the

          Executive in the foregoing benefit plans may be coordinated

          between plans of the Company and AMS as required under any such

          plans to avoid any diminution of the Executive's full

          participation therein.  

                    4.04 Expenses.  During the Term hereof the Company

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          shall provide the Executive with a monthly non-accountable

          allowance in the amount of $675 to cover expenses that the

          Executive will incur in connection with his duties hereunder,

          including, among other things, the Executive's life and

          disability insurance policies, pension plan and automobile

          insurance.  The non-accountable amount would increase to $1,350 a

          month upon the termination of the AMS Agreement.  Upon the

          Executive incurring non-recurring expenses on behalf of the

          Company, the Company shall pay or reimburse the Executive for

          such expenses, in accordance with the Company's policies

          established from time to time, subject to the presentment of

          appropriate vouchers and receipts.  

               5.   Protective Covenants.

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

                    5.01 Confidential Information.  Except as permitted or 

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

          directed by the Company's Board of Directors, the Executive shall

          not during the Term of this Agreement or at any time thereafter 

          divulge, furnish or make accessible to anyone for use in any way

          (other than in the ordinary course of the business of the 

          Company) any confidential or secret knowledge or information of 

          the Company (for the purposes of this Section the term "Company"

          shall be deemed to include any subsidiary or affiliate of the

          Company, including AMS) which the Executive has acquired or

          become acquainted with or will acquire or become acquainted with

          prior to the termination of the period of his employment by the

          Company, whether developed by himself or by others, concerning

          any trade secrets, confidential or secret designs, processes,

          formulae, plans, devices or material (whether or not patented or

          patentable) directly or indirectly useful in any aspect of the

          business of the Company, and confidential customer or supplier

          lists of the Company, any confidential or secret development or

          research work of the Company, or any other confidential or secret

          aspects of the business of the Company, except as permitted or

          directed by the Company's Board.  The Executive acknowledges that

          the above-described knowledge or information constitutes a unique

          and valuable asset of the Company acquired at great time and

          expense by the Company, and that any disclosure or other use of

          such knowledge or information other than for the sole benefit of

          the Company would be wrongful and would cause irreparable harm to

          the Company.  Both during and after the Term of this Agreement,

          the Executive shall refrain from any acts or omissions that would

          reduce the value of the use of such knowledge or information to

          the Company.  The foregoing  obligations of confidentiality,

          however, shall not apply to any  knowledge or information which

          is now published or which  subsequently becomes generally

          publicly known, other than as a  direct or indirect result of the

          breach of this Agreement by the Executive.

                    5.02 Disclosure and Assignment.  The Executive shall

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

          promptly disclose in writing to the Company complete information

          concerning each and every invention, discovery, improvement,

          device, design, apparatus, practice, process, method or product,

          whether patentable or not, made, developed, perfected, devised,

          conceived or first reduced to practice by the Executive within

          his duties and corporate responsibilities, either solely or in

          collaboration with others, during the Term of this Agreement, or

          within six (6) months thereafter, whether or not during regular

          working hours, relating directly to the business, products or

          practices of the Company (hereinafter referred to as

          "Inventions").  The Executive, to the extent that he has the

          legal right to do so, hereby acknowledges that any and all of

          said Inventions are the property of the Company and hereby

          assigns and agrees to assign to the Company any and all of the

          Executive's right, title and interest in and to any and all of

          said Inventions.  

                    5.03 Future Inventions.  As to any future Inventions

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

          made within his duties and corporate responsibilities by the

          Executive which relate to the business, products or practices of

          the Company and which are first conceived or reduced to practice

          during the Term of this Agreement, but which are claimed for any

          reason to belong to an entity or person other than the Company,

          the Executive shall promptly disclose the same in writing to the

          Company and shall not disclose the same to others if the Company,

          within twenty (20) days thereafter, shall claim ownership of such

          Inventions under the terms of this Agreement.  

                    5.04 Assistance of the Executive.  Upon request and 

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

          without further compensation therefor, but at no expense to the

          Executive, and whether during the Term of this Agreement or 

          thereafter, the Executive shall do all lawful acts, including,

          but not limited to, the execution of papers and lawful oaths and

          the giving of testimony, that in the opinion of the Company, its

          successors and assigns, may be necessary or desirable in 

          obtaining, sustaining, reissuing, extending or enforcing United 

          States, Canadian and foreign Letters Patents, including, but not

          limited to, design patents, on any and all of said Inventions,

          and for perfecting, affirming and recording the Company's

          complete ownership and title thereto, and to cooperate otherwise

          in all proceedings and matters relating thereto.  

                    5.05 Records.  The Executive shall keep complete, 
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          accurate and authentic accounts, notes, data and records of all 

          Inventions in the manner and form requested by the Company. Such

          accounts, notes, data and records shall be the property of the

          Company.  Upon termination of his employment with the Company,

          the Executive shall deliver promptly to the Company all records,

          manuals, books, blank forms, documents, letters, memoranda,

          notes, notebooks, reports, data, tables, calculations or copies

          thereof, which are the property of the Company and which relate

          in any way to the business, products, practices or techniques of

          the Company, and all other property, trade secrets and

          confidential information of the Company, including, but not

          limited to, all documents which in whole or in part contain any

          trade secrets or confidential information of the Company, which

          in any of these cases are in his possession or under this

          control.

                    5.06 Non-Competition.  The Executive agrees that during

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

          the Term of his employment hereunder and for a period of one (l)

          year following the termination of such employment (except if this

          Agreement is not renewed at end of any then Term, the foregoing

          period shall be six (6) months following such termination of

          employment) he shall not (i) directly or indirectly within the

          geographical area in which the Company is manufacturing and

          marketing its products engage in competition with the Company by

          being an employee, shareholder, sole proprietor, partner, member

          or consultant to an entity which is engaged in a business (the

          "Competitive Business") similar to that conducted by the Company

          at any time during the six (6) month period preceding his

          termination of employment hereunder or which at the time of such

          termination the Company had definitive plans to enter, or (ii) on

          his own behalf or in the service of others solicit, divert or

          attempt to solicit or divert any person then employed by the

          Company.  The restrictions in this Section 5.06 shall not apply

          with respect to (i) a passive investment by the Executive of less

          than 5% of the outstanding shares of capital stock of any

          corporation or other business entity, (ii) employment by the

          Executive with an entity in a management capacity in an area of

          business which is not, directly or indirectly, a Competitive

          Business, or (iii) a termination of this Agreement by the Company

          other than for cause pursuant to Section 6.04 hereof or by the

          Executive for cause pursuant to Section 6.05 hereof or upon a

          change of control pursuant to Section 6.06 hereof.  To the extent

          that the employment of the Executive by AMS pursuant to the AMS

          Agreement is deemed to be employment in a Competitive Business,

          the Company hereby consents to such employment and waives any

          claims that it may have against the Executive for breach of this

          Section 5.06 by reason of such employment with AMS.  

                    5.07 Remedies.  The Executive agrees that it would be

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          difficult to compensate the Company fully for damages for any

          violation of the provisions of this Agreement, including without

          limitation the provisions of this Section 5.  Accordingly, the

          Executive specifically agrees that the Company shall be entitled

          to temporary and permanent injunctive relief to enforce the

          provisions of this Agreement.  This provision with respect to

          injunctive relief shall not, however, diminish the right of the

          Company to claim and recover damages in addition to injunctive

          relief.

                    6.   Termination.  

                         -----------

                    6.01 Death of the Executive.  This Agreement shall

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

          automatically terminate in the event of the death of the

          Executive.  In the event this Agreement is terminated by reason

          of the death of the Executive, the Company shall pay the

          representative of the Executive (i) any accrued amount of the

          Base Salary (and any Bonus), benefits, reimbursements or other

          sums payable pursuant to this Agreement accrued to the date of

          death, (ii) an amount equal to two (2) times the Base Salary in

          effect at the time of his death, fifty (50%) percent payable

          within thirty (30) days from the date of death and the remaining

          fifty (50%) percent in twelve (12) equal consecutive monthly

          installments, commencing on the first day of the month

          immediately following the month in which the Executive died, and

          (iii) an amount equal to the product of (A) any Bonus the Company

          had paid to the Executive for the immediately preceding year of

          this Agreement multiplied by (B) a fraction the numerator of

          which shall be the number of whole months during the current year

          hereof prior to the month in which the Executive died and the

          denominator shall be 12; and the Company shall cause all stock

          options and other equity based awards granted by the Company to

          the Executive to become fully vested and immediately exercisable

          by the Executive's estate subject to their respective terms.  

                    6.02 Disability of the Executive.  (a)  If the

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

          Executive is determined to be disabled pursuant to this Section,

          within thirty (30) days of such determination of disability, the

          Company shall have the option to terminate this Agreement by

          written notice to the Executive stating the date of termination

          which date may be at any time subsequent to the date of such

          determination.  For purposes of this Section 6.02, "disability"

          shall mean a condition, due to illness or injury, either physical

          or mental, subject to which the Executive is unable to perform

          his customary duties and responsibilities as required by this

          Agreement for more than six (6) months in the aggregate out of

          any period of twelve (12) consecutive months.  The determination

          that the Executive is disabled shall be made by the Executive

          Committee of the Company, based upon an examination and

          certification by a qualified physician selected by the Company

          and subject to the Executive's approval, which approval shall not

          be unreasonably withheld.

                    (b) In the event this Agreement is terminated by reason

          of the disability of the Executive, (i) the Company shall pay to

          the Executive the accrued amount of the Base Salary (and any

          Bonus), prorated through the date of termination (other than

          expense reimbursements which shall be paid in full), if, as and

          when such amounts would be paid but for the termination of this

          Agreement, (ii) the Executive's inclusion in the Company's health

          plan shall continue at the expense of the Company for a period of

          ninety (90) days, provided the Executive does not obtain any

          employment during that time which provides him with comparable

          health plan coverage and also subject to any changes in such plan

          as applicable to other executive officers, (iii) the Company

          shall pay to the Executive an amount equal to (A) two (2) times

          his then Base Salary, less (B) the aggregate amount of all income

          disability benefits which he may be entitled to during the first

          twenty-four (24) months after termination by reason of disability

          policies for which the Company paid the premiums thereon,

          commencing on the first day of the month immediately following

          the month during which the foregoing termination of employment

          occurred, and payable in twenty-four (24) equal consecutive

          monthly installments, (iv) the Company shall pay to the Executive

          an amount equal to the product of (A) any Bonus such Company had

          paid to the Executive for the immediately preceding year of this

          Agreement multiplied by (B) a fraction, the numerator of which

          shall be the number of whole months during the current year

          hereof that the Executive was an employee of the Company and the

          denominator shall be 12, and (v) all stock options and other

          equity based awards granted by the Company to the Executive shall

          become fully vested and immediately exercisable subject to their

          respective terms.

                    6.03 By the Company For Cause.  The Company may

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

          terminate this Agreement for cause at any time.  For purposes of

          this Section 6.03, the term "cause" shall be limited to (i) the

          willful engaging by the Executive in misconduct which is

          materially injurious to the Company or its subsidiaries or

          affiliates, (ii) the conviction of the Executive of a crime

          involving any financial impropriety or which would materially

          interfere with the Executive's ability to perform his services

          required under this Agreement or otherwise be materially

          injurious to the Company or its subsidiaries or affiliates, or

          (iii) the failure of the Executive to perform in any material

          respect any of his material obligations under this Agreement

          without proper justification, which failure is not cured within

          ten (10) days after notice thereof from the Company.  For the

          purposes of this Section 6.03, no act, or failure to act, on the

          Executive's part shall be considered willful unless done, or

          admitted to be done, by the Executive in bad faith and without

          reasonable belief that such action or omission was in the best

          interest of the Company.  In the event this Agreement is

          terminated pursuant to this Section 6.03, the Executive shall not

          be entitled to any compensation other than his then current Base

          Salary which has accrued through his date of termination, subject

          to the Company's right of offset based upon acts of the Executive

          which gave rise to the termination, and any other claims which

          the Company may then have against the Executive, and all stock

          options and other equity based awards granted by the Company to

          the Executive which have not yet vested shall terminate.

                    6.04 By the Company Not for Cause.  If the Company
                         ----------------------------

          terminates this Agreement other than for cause as defined in

          Section 6.03 hereof prior to the end of the then Term hereof, the

          Executive shall be entitled to (i) an amount equal to two (2)

          times the Base Salary in effect at the time of termination, fifty

          (50%) percent payable within thirty (30) days from the date of

          termination and the remaining fifty (50%) percent in twelve (12)

          equal consecutive monthly installments, commencing on the first

          day of the month immediately following the month in which the

          Agreement is terminated pursuant to this Section 6.04, (ii) any

          payments owed by the Company which have accrued through his date

          of termination shall be paid upon termination, (iii) any Bonus

          through the end of the current fiscal year shall be paid promptly

          after calculation of any such Bonus, (iv) the continuation of his

          participation in the health plan at the expense of the Company

          for a period of two (2) years subject to termination of such

          health benefits upon the Executive becoming covered by a

          comparable plan offered by a subsequent employer and also subject

          to any changes in such plan as applicable to other executive

          officers, and (v) the immediate vesting and exercise of all stock

          options and other equity based awards granted by the Company to

          the Executive, subject to their respective terms.

                    6.05 By the Executive for Cause.  The Executive may

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

          terminate this Agreement for cause at any time upon written

          notice given to the Company not more than thirty (30) days after

          the Executive becomes aware of an event which may constitute

          "cause."  For purposes of this Section 6.05, the term "cause"

          shall be limited to (I) the failure of the Company to perform in

          any material respect any of its material obligations under this

          Agreement without proper justification, and such failure

          continues for at least fifteen (15) days after written notice

          from the Executive to the Company specifying the nature of the

          alleged failure, (II) the removal of the Executive as Chairman of

          the Board and/or Chief Executive of the Company or a change in

          responsibilities or functions of the Executive without his prior

          written consent or (III) the relocation of the Executive Offices

          of the Company to a site more than 30 miles away from the current

          Executive Offices without the prior written consent of the

          Executive.  In the event that the Executive terminates this

          Agreement pursuant to this Section 6.05, the Executive shall then

          be entitled to: (i) a severance payment equal to an amount equal

          to three (3) times his then Base Salary if the termination date

          is within two (2) years of the Commencement Date or two (2) times

          his then Base Salary if the termination date is more than two (2)

          years after the Commencement Date, payable within thirty (30)

          days after the termination of this Agreement by reason of this

          Section 6.05, (ii) any payments owed by the Company which have

          accrued through his date of termination shall be paid upon

          termination, (iii) any Bonus through his date of termination

          shall be paid promptly after calculation of any such Bonus,

          (iv) the continuation of his participation in the Company's

          health plan at the expense of the Company for a period of two (2)

          years subject to termination of such health plan coverage

          benefits upon the Executive becoming covered by a comparable plan

          offered by a subsequent employer and also subject to any changes

          in such plan as applicable to other executive officers, and (v)

          the immediate vesting and exercise of all stock options and other

          equity based awards granted by the Company to the Executive,

          subject to their respective terms.  

                    6.06  Change in Control of the Company.  If, at anytime

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

          during the Term hereof, a change in control of the Company (as

          defined in Section 6.07 hereof) occurs, then within sixty (60)

          days after his receipt of written notice of such change in

          control of the Company, the Executive may, by written notice to

          the Company (or its successor), terminate this Agreement.  In the

          event of said termination, (i) the Executive shall receive a lump

          sum payment equal to 2.99 times his then current Base Salary,

          payable within thirty (30) days after termination of this

          Agreement, (ii) the Company (or its successor) shall maintain, at

          its expense, the health plan coverage of the Executive for a

          period of twelve (12) months after such termination, subject to

          termination of such health plan coverage benefits upon the

          Executive becoming covered by a comparable plan offered by a

          subsequent employer and also subject to any changes in such plan

          as applicable to other executive officers and (iii) all stock

          options and other equity based awards granted by the Company or

          AMS to the Executive shall become fully vested and exercisable

          subject to their respective terms; provided, however, if the
                                             -------  --------

          amount to be paid or distributed to the Executive pursuant to

          this Section 6.06 (taken together with any amounts otherwise to

          be paid or distributed to the Executive by the Company) (such

          amounts collectively the "Section 6.06 Payment") would result in

          the application of an excise tax under Section 4999 of the

          Internal Revenue Code of 1986, as amended (the "Code"), or any

          successor or similar provision thereto, the Section 6.06 Payment

          shall not be paid or distributed in the amounts or at the times

          otherwise required by this Agreement, but shall instead be paid

          or distributed annually, beginning within thirty (30) days after

          the termination date pursuant to Section 6.06 hereof and

          thereafter on each anniversary thereof, in the maximum

          substantially equal amounts and over the minimum number of years

          that are determined to be required to reduce the aggregate

          present value of Section 6.06 Payment to an amount that will not

          cause any Section 6.06 Payment to be non-deductible under Section

          280G of the Code.  For purposes of this Section 6.06, present

          value shall be determined in accordance with Section 280G(d)(4)

          of the Code.  All determinations to be made under the foregoing

          proviso to this Section 6.06 shall be made by the accounting firm

          which served as the Company's independent public accountant

          immediately prior to the change of control (the "Accounting

          Firm"), which firm shall provide its determinations and any

          supporting calculations both to the Company and the Executive

          within twenty (20) days of the termination date.  Any

          determination by the Accounting Firm shall be binding upon the

          Company and the Executive.

                    6.07  Change of Control, Defined.  "Change of control

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

          of the Company" shall be deemed to have occurred if:

                    (a)  any "person" or "group" (as "person" and "group"

          are defined in Sections 13(d) and 14(d) of the Securities

          Exchange Act of 1934, as amended (the "Exchange Act")), other

          than (i) the Executive or a person controlled by him, (ii) a

          trustee or other fiduciary holding securities under an employee

          benefit plan of the Company, (iii) a person or group by reason of

          a transaction with the Company approved by the Company's Board of

          Directors as constituted in accordance with Subsection (b) below,

          or (iv) a corporation owned, directly or indirectly, by the

          stockholders of the Company in substantially the same

          proportions, is or becomes the "beneficial owner" (as defined in

          Rule 13d-3 under the Exchange Act), directly or indirectly, of

          securities of the Company representing 15% or more of the

          combined voting power of the Company's then outstanding

          securities; or

                    (b)  individuals who on the Commencement Date

          constitute members of the Board of Directors, or successors

          chosen by such individuals, shall cease for any reason to

          constitute a majority of the whole Board of Directors.

                    6.08 Mitigation.  In the event this Agreement is

                         ---------

          terminated pursuant to Section 6.04, 6.05 or 6.06 hereof, the

          Executive shall not be required to mitigate the amount of any

          payment that the Company becomes obligated to make to the

          Executive in connection with this Agreement, by seeking other

          employment otherwise, and there shall be no offset against any

          payment for any remuneration the Executive may receive from any

          subsequent employment or any other source.  

                    7.   Assignment and Inurement.  This Agreement shall 

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

          inure to the benefit of and be binding upon the parties hereto 

          and their respective heirs, successors, administrators, 

          successors and permitted assigns.  The Company may, without the 

          consent of the Executive, assign its rights and obligations under 

          this Agreement to any corporation, firm or other business entity

          with or into which the Company may merge or consolidate, or to

          which the Company may sell or transfer all or substantially all

          of its assets or of which fifty (50%) percent or more of the

          equity investment and of the voting control is owned, directly or

          indirectly, by, or is under common ownership with, the Company,

          provided there is no change in the rights of the Executive or the

          obligations of any such assignee by reason of such assignment and

          to the Executive's right to terminate this Agreement pursuant to

          Section 6.05 or 6.06 hereof.


                    8.   Miscellaneous.  

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

                         8.01 Governing Law.   This Agreement is made 

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

          under and shall be governed by and construed in accordance with 

          the laws of the State of Massachusetts, subject to any principles 

          of conflict of laws.  

                         8.02 Prior Agreements.  This Agreement contains

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

          the entire agreement of the parties relating to the subject

          matter hereof and supersedes all prior agreements and 

          understandings with respect to such subject matter, including,

          without limitation, the 1993 Agreement.  The parties hereto have

          made no agreements, representations or warranties relating to the

          subject matter of this Agreement which are not set forth herein. 

                         8.03 Withholding Taxes.  The Company may withhold

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

          from any benefits payable under this Agreement all federal,

          state, city and other taxes as shall be required pursuant to any

          law or governmental regulation or ruling.  

                         8.04 Legal Expenses.  In the event the Executive

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

          institutes any judicial or other legal proceeding to enforce his

          rights under this Agreement or defends any claims asserted

          against him arising out of this Agreement, the Company shall

          reimburse him for his legal fees and expenses with respect to all

          portions of any such proceedings or claims for which the

          Executive is successful.  The obligation of the Company in this

          Section 8.04 shall be separate from any claim that the Executive

          may have for indemnification against the Company, whether by

          statute, agreement or otherwise.  

                         8.05 Amendments.  No amendment, modification or

                              ----------

          termination of this Agreement shall be deemed effective unless

          made in writing signed by the party against whom enforcement of

          the amendment, modification or termination is sought.  Any

          written waiver hereunder shall not be deemed a continuing waiver

          unless specifically stated, shall operate only as to the specific

          term or condition for the future or as to any act other than that

          specifically waived.  

                         8.06 Notices.  Any notice, request, demand or 

                              --------

          other document to be given hereunder shall be in writing, and 

          shall be delivered personally or sent by registered, certified 

          or express mail or facsimile followed by mail as follows:  

                    If to the Company:  

                         Advanced NMR Systems, Inc.
                         46 Jonspin Road
                         Wilmington, Massachusetts 01887
                         Attn: Enrique Levy, President
                         FAX: (508) 658-3581

                    If to the Executive:  

                         Jack Nelson
                         281 East Linden Ave.
                         Englewood, New Jersey 07631
                         FAX:  (201) 569-2586

          or to such other address as either party hereto may hereinafter 

          duly give to the other.  


                         8.07 Severability.  To the extent any provision of

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

          this Agreement shall be invalid, illegal or unenforceable, it

          shall be considered deleted here from and the remainder of such

          provision and of this Agreement shall be unaffected and shall

          continue in full force and effect.  In furtherance and not in

          limitation of the foregoing, should the duration or geographical

          extent of, or business activities covered by any provision of

          this Agreement be in excess of that which is valid or enforceable

          under applicable law, then such provision shall be construed to

          cover only that duration, extent or activities which may valid

          and enforceable be covered.  The Executive and the Company

          acknowledge the uncertainty of the law in this respect and

          expressly stipulates that this Agreement be given the

          construction which renders its provisions valid and enforceable

          to the maximum extent (not exceeding its express terms) possible

          under applicable law.  

                    IN WITNESS WHEREOF, the parties have executed this 

          Agreement as of the day and year set forth above.  


                                          ADVANCED NMR SYSTEMS, INC.


                                          By: /s/ Enrique Levy, President
                                             -----------------------------
                                               Enrique Levy, President



                                                  /s/ Jack Nelson 
                                                  ------------------------
                                                    Jack Nelson