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Exhibit 10.11

                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement ("Agreement") is made and entered into
this 13th day of December, 2002 by and among New View Diagnostics, L.L.C., an
Indiana limited liability company ("Seller"), and Vision Diagnostics, Inc., a
Florida corporation ("Purchaser").

                              W I T N E S S E T H:

         WHEREAS, Seller is in the business of operating a diagnostic imaging
center located in Carol Stream, Illinois and activities incidental thereto (the
"Business"); and

         WHEREAS, Purchaser wishes to acquire, and Seller wishes to sell,
transfer, assign and convey to Purchaser certain of Seller's assets relating to
the Business, solely upon the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties to this
Agreement, Seller and Purchaser hereby agree as follows:

1.       PURCHASE AND SALE OF ASSETS. At "Closing" (hereinafter defined), Seller
         agrees to sell, convey, grant, assign and deliver to Purchaser and
         Purchaser agrees to acquire, purchase and accept from Seller, free and
         clear of all security interests, liens and encumbrances (collectively
         "Liens"), except for liens in favor of MarCap Corporation, a Delaware
         corporation ("Lender"), the assets set forth below (collectively, the
         "Acquired Assets"):

         a.       all machinery, equipment, furniture, fixtures, office
                  equipment, maintenance and security deposits, tools and all
                  other items of personal property owned by Seller and used in
                  the Business (collectively "Personal Property");

         b.       all inventories of maintenance, office and laboratory supplies
                  owned by Seller and used in the operation of the Business
                  (collectively "Supplies");

         c.       all of Seller's transferable federal, state and municipal
                  licenses and permits relating to or necessary or useful in the
                  operation of the Business (collectively "Permits");

         d.       all of Seller's customer and prospective customer lists
                  (excluding Patient Records (as hereinafter defined)),
                  accounting records, sales and business records, drawings,
                  product specifications, correspondence, engineering,
                  maintenance, operating and production records, and all other
                  documents maintained by Seller and relating to the Business
                  (collectively "Records"), other than those listed in Section
                  2;

         e.       those contracts, agreements and licenses, including, without
                  limitation, supply agreements, purchase orders, customer
                  agreements and maintenance agreements, relating to the
                  Business to which Seller or any affiliate thereof is a party
                  (collectively "Contracts");

         f.       all accounts receivables and trade receivables (other than
                  intercompany receivables) which arose in the ordinary course
                  of business (collectively, "Receivables");

         g.       the personal property leases of Seller relating to the
                  Business (collectively "Leases"); and

         h.       all telephone and facsimile numbers used in the Business and
                  all security deposits related to the Leases assumed by
                  Purchaser hereunder (collectively "Miscellaneous Property").

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2.       EXCLUDED ASSETS. Seller is not selling, transferring or assigning to
         Purchaser, and Purchaser is not purchasing, acquiring or assuming from
         Seller, the following assets of Seller, which assets shall remain the
         property of Seller and shall be excluded from the definition of
         Acquired Assets as described and defined in this Agreement
         (collectively, "Excluded Assets"):

         a.       articles of organization, operating agreement, minute books,
                  income tax returns, checkbooks and canceled checks and similar
                  company records;

         b.       Patient Records and lists of patients;

         c.       Medicare numbers; and

         d.       non-transferable business licenses.

3.       AGREEMENT TO ASSUME; PRORATIONS. At the Closing, Purchaser shall assume
         and agree to discharge and perform the obligations and liabilities of
         Seller (i) under the terms of any Contract, Lease or Permit which is
         assigned to Purchaser pursuant to this Agreement and (ii) trade
         payables up to a maximum of $30,000. Payroll, rent, radiology fees, and
         any other prepaid items will be prorated at Closing (collectively, the
         "Assumed Liabilities").

4.       PURCHASE PRICE, METHOD OF PAYMENT. Purchaser agrees to pay to Seller
         (or its assigns) and Seller agrees to accept from Purchaser, in full
         payment for the Acquired Assets, the aggregate sum of One Million Seven
         Hundred Fifty Thousand and 00/100 Dollars ($1,750,000) (the "Purchase
         Price"), pursuant to a promissory note secured by the Acquired Assets
         issued and delivered to Lender by Purchaser at the Closing, in
         substantially in the form of Exhibit A attached hereto (the "Note").

5.       SELLER'S REPRESENTATIONS AND WARRANTIES. Seller hereby represents and
         warrants to Purchaser as follows:

         a.       EXISTENCE AND GOOD STANDING. Seller is a limited liability
                  company duly organized, validly existing and in good standing
                  under the laws of the State of Indiana.

         b.       AUTHORITY OF SELLER; CONSENTS. The execution, delivery and
                  consummation of this Agreement and the transactions
                  contemplated hereby by Seller have been duly authorized by
                  Seller in accordance with all applicable laws. No further
                  action will be necessary on the part of Seller to make this
                  Agreement valid and binding upon Seller and enforceable
                  against Seller in accordance with its terms. No approval or
                  consent of any person, firm or governmental agency, division
                  or office is required to be obtained by Seller for the
                  authorization of this Agreement or the consummation of the
                  transactions contemplated by this Agreement.

         c.       NO CONFLICTS. The execution and delivery of this Agreement,
                  the consummation of this transaction and/or the fulfillment of
                  the terms and provisions of this Agreement will not constitute
                  a default under or conflict with any judgment, decree or order
                  or award of any court or other governmental body, or any
                  agreement or understanding to which Seller is a party or to
                  which any of the Acquired Assets are subject.

         d.       TITLE TO ACQUIRED ASSETS. Seller has, and will have as of the
                  Closing Date, good and marketable title to all of the Acquired
                  Assets being transferred to Purchaser hereunder. Title to the
                  Acquired Assets will be transferred to Purchaser free and
                  clear of all Liens, except for the Liens of Lender which
                  secure payment of the Purchase Price under the Note.

         e.       DISCLAIMER OF WARRANTIES. SELLER IS SELLING, AND PURCHASER IS
                  PURCHASING, THE ACQUIRED ASSETS "AS IS", "WHERE IS" AND "WITH
                  ALL FAULTS". SELLER HEREBY SPECIFICALLY DISCLAIMS ALL EXPRESS
                  AND IMPLIED WARRANTIES WITH RESPECT TO THE ACQUIRED ASSETS,
                  INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
                  MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AS
                  THOSE TERMS ARE DEFINED IN THE UNIFORM COMMERCIAL CODE.

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6.       REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
         warrants to Seller as follows:

         a.       AUTHORITY OF PURCHASER; CONSENTS. No approval or consent of
                  any person, firm or governmental agency, division or office is
                  required to be obtained by Purchaser for the authorization of
                  this Agreement or the consummation of the transactions
                  contemplated by this Agreement.

         b.       NO CONFLICTS. The execution and delivery of this Agreement,
                  the consummation of this transaction and/or the fulfillment of
                  the terms and provisions of this Agreement will not constitute
                  a default under or conflict with any judgment, decree or order
                  or award of any court or other governmental body, or any
                  agreement or understanding to which Purchaser is a party.

         c.       LITIGATION. There is no action, suit or proceeding pending or,
                  to Purchaser's knowledge threatened, before any court or
                  governmental authority which would give Purchaser or any other
                  party the right to rescind or enjoin this transaction.

7.       COVENANTS OF THE PARTIES.

         a.       COLLECTION OF ACCOUNTS. Seller will, in the ordinary course of
                  its business, collect and deposit in a separate account, on
                  Purchaser's behalf, the Receivables remitted by such account
                  debtors in existence as of the Closing Date. The sums
                  collected by Seller on behalf of Purchaser shall be remitted
                  no later than fifteen (15) days after the end of each month
                  for a period not to exceed three (3) months from and after the
                  Closing Date. The foregoing notwithstanding, Seller shall be
                  under no obligation to take any other measure or make any
                  effort outside the ordinary course of business to collect the
                  Receivables, including, without limitation, issuing written
                  demands for payment, commencing litigation, arbitration or any
                  similar procedure(s) to collect payment of the Receivables.

         b.       MAINTENANCE OF PATIENT RECORDS. Purchaser shall maintain, on
                  Seller's behalf, patient records, charts, data and other
                  medical records of or pertaining to Seller's patients
                  (collectively, the "Patient Records"), for a ten (10) year
                  period after the Closing Date, with respect to all patients
                  treated at Seller's facility on or prior to the Closing Date.
                  The foregoing notwithstanding, Purchaser shall maintain any
                  and all patient mammography records indefinitely. Purchaser
                  shall provide Seller, or its representatives, with access to
                  such Patient Records, for reasonable business purposes at all
                  reasonable times during normal business hours. As used in this
                  Section 7(c), the right of inspection includes the right to
                  make extracts or copies.

         c.       SELLER'S EMPLOYEES AND BENEFITS. Seller will terminate all of
                  the employees of the Business effective as of the Closing
                  Date. Purchaser will offer initial employment to those of the
                  employees of the Business it may, in its sole discretion, wish
                  to employ. Under no circumstances is Purchaser obligated to
                  employ such employees hired by Purchaser on the same or
                  similar conditions as such employees were employed by Seller.

         d.       CONSENTS. Purchaser hereby acknowledges that, to the extent
                  required by the Contracts, Leases and Permits, Seller has not
                  and will not obtain such third party's consent to the
                  assignment of the Contracts, Leases and Permits, including
                  without limitation any consents required pursuant to Medicare,
                  the State of Illinois or the Federal government, prior to the
                  Closing Date. To the extent it deems necessary, Purchaser
                  shall use its commercially reasonable best efforts to obtain
                  such third party's consent to the assignment of the Contracts,
                  Leases and Permits, as the case may be, and Seller hereby
                  agrees to cooperate with Purchaser and use commercially
                  reasonable best efforts to assist Purchaser in obtaining such
                  consent.

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8.       CLOSING. Subject to the satisfaction of the conditions set forth
         herein, the closing (the "Closing") of the transactions contemplated
         by, and described in, this Agreement with respect to the transfer and
         sale of the Acquired Assets will take place on December 13, 2002 (the
         "Closing Date") at 10:00 a.m. at Seller's offices, or on anther date,
         or at another time or location as is mutually agreed upon by Seller and
         Purchaser.

         a.       DELIVERIES OF SELLER AT CLOSING. Seller shall deliver the
                  following at Closing:

                  i.       such bills of sale, assignments and other instruments
                           of transfer required to effectively transfer and
                           assign good and marketable title to all of the
                           Acquired Assets to Purchaser in accordance with this
                           Agreement;

                  ii.      copies of resolutions duly adopted by the managers
                           and members of Seller approving this Agreement and
                           the transactions contemplated hereby; and

                  iv.      such other documents and instruments as may be
                           reasonably requested and satisfactory to Purchaser
                           and its counsel in connection with the Seller's
                           satisfaction of each of its obligations hereunder.

         b.       DELIVERIES OF PURCHASER AT CLOSING. Purchaser shall deliver or
                  cause to be delivered the following at Closing:

                  i.       the Note, in accordance with Section 3 hereof;

                  ii.      that certain Guaranty, dated as of the Closing Date,
                           executed by Miracor Diagnostics, Inc., a Utah
                           corporation ("Guarantor"), in substantially the form
                           of Exhibit B attached hereto;

                  iii.     an executed copy of the lease for the real property
                           located at 640 E. St. Charles Road, Suite 106, Carol
                           Stream, Illinois 60188 (the "Leased Premises") by
                           Purchaser and landlord;

                  iv.      copies of resolutions duly adopted by the directors
                           and shareholders of Purchaser and Guarantor,
                           approving execution and delivery of this Agreement,
                           the Note and the Guaranty, as the case may be, and
                           the transactions contemplated hereby and thereby;

                  v.       evidence of insurance on the Collateral (as defined
                           in the Note) in form, substance and amounts and with
                           such insurance companies reasonably acceptable to
                           Lender, and any insurance policies issued in
                           connection with the above shall contain endorsements
                           which name Lender as additional insured and lender
                           loss payee, as its interest may appear, with respect
                           to all of the Collateral; and

                  vi.      such other documents and instruments as may be
                           reasonably requested and satisfactory to Seller and
                           its counsel in connection with Purchaser's
                           satisfaction of his obligations hereunder.

9.       INDEMNIFICATION; CLAIM PROCEDURES; LIMITATION.

         a.       INDEMNIFICATION BY SELLER. Seller agrees to defend, indemnify
                  and hold Purchaser and its managers, members, employees,
                  agents (including its accountants and attorneys), legal
                  representatives, successors and assigns, harmless of, from and
                  against any loss, claim, damage, liability, penalty or other
                  cost or expense (including reasonable attorneys' fees and
                  costs) incurred or sustained by any of them, at any time, on
                  account of or relating to (i) any material misrepresentation
                  by Seller hereunder, or the breach by Seller of any term,
                  warranty, covenant, or agreement contained in this Agreement
                  or other document delivered pursuant hereto, and (ii) any
                  amount by which the aggregate principal amount of the Assumed
                  Liabilities (excluding the Leased Premises) exceeds $30,000.

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         b.       INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to
                  defend, indemnify and hold Seller and Seller's managers,
                  members, officers, directors, shareholders, employees, agents
                  (including its accountants and attorneys), legal
                  representatives, affiliated entities, successors and assigns,
                  harmless of, from and against any loss, claim, damage,
                  liability, penalty or other cost or expense (including
                  reasonable attorneys' fees and costs) incurred or sustained by
                  any of them, at any time, on account of or relating to any
                  material misrepresentation by Purchaser hereunder, or the
                  breach by Purchaser of any term, warranty, covenant, or
                  agreement contained in this Agreement or other document
                  delivered pursuant hereto;

         c.       CLAIM PROCEDURE. If any claim is asserted after the Closing
                  Date by a party claiming a right of indemnification pursuant
                  to Section 9 (an "Indemnified Party") against a party
                  obligated to provide indemnification under the provisions of
                  this Section 9 (the "Indemnitor"), an Indemnified Party shall
                  promptly notify the Indemnitor in writing of such claim and
                  the Indemnitor shall thereafter undertake the defense of such
                  claim, with counsel acceptable to the Indemnified Party, which
                  will not be unreasonably withheld. If the Indemnitor does not
                  promptly undertake the defense of any claim hereunder, then an
                  Indemnified Party may undertake the defense of such claim
                  itself, with counsel of its or his own choosing, and the
                  Indemnitor shall reimburse the Indemnified Party for all costs
                  and expenses, including court costs and reasonable attorneys
                  fees, incurred by such Indemnified Party in defending and
                  resolving such claim, which shall be reimbursed from time to
                  time upon the Indemnified Party giving the Indemnitor an
                  invoice for the same. Both parties agree to provide the other
                  party such assistance as the other party may reasonably
                  request in order to defend, settle or compromise any claim
                  hereunder, and neither party shall settle or compromise any
                  claim under this Section without the consent of the other
                  party, which consent shall not be unreasonably withheld.

         d.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
                  representations, warranties, covenants and obligations
                  contained herein shall survive the execution, delivery and
                  Closing hereof and shall remain in full force and effect for a
                  period of one (1) year after the Closing Date.

10.      MISCELLANEOUS.

         a.       BINDING EFFECT. This Agreement shall be binding upon and inure
                  to the benefit of Seller and Purchaser, their respective
                  heirs, personal representatives, successors and assigns.

         b.       ASSIGNABILITY. This Agreement shall not be assigned by
                  Purchaser without the prior written consent of Seller, which
                  consent shall not be unreasonably withheld. Seller may assign
                  this Agreement upon notice to Purchaser to any party that
                  controls, is controlled by or is under common control with
                  Seller.

         c.       NOTICES. All notices and communications required or permitted
                  to be given pursuant to this Agreement shall be in writing and
                  shall be deemed effectively given in all respects: (i) when
                  received, if manually delivered; (ii) when delivered on the
                  date indicated on a return receipt, if posted by either
                  registered or certified U.S. Mail, return receipt requested,
                  or by a next day delivery service which maintains records of
                  the time, place and recipient of delivery; or (iii) upon
                  delivery as reflected in the confirmation if sent by confirmed
                  facsimile transmission, and in each case if directed to the
                  party at the address and/or facsimile transmission number set
                  forth below, or to such other address or facsimile
                  transmission designated by any party in accordance with this
                  Section 9.

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                  If to Seller to:                 If to Purchaser to:

                  --------------------------------------------------------------
                  New View Diagnostics, L.L.C.     Vision Diagnostics, Inc.
                  c/o MarCap Corporation           c/o Miracor Diagnostics, Inc.
                  20 North Wacker Drive            9191 Towne Centre Drive
                     Suite 2150                        Suite 400
                  Chicago, IL 60606                San Diego, CA  92122
                  Fax No. (312) 425-2442           Fax No. (858) 455-7295
                  No. ___________________          ______________________
                  Attn: General Manager            Attn: Robert Muehlberg
                  --------------------------------------------------------------

                  With a copy to (which copy alone shall not constitute notice
                  under this Agreement):

                  Robert W. Webb, Esq.
                  Vice President and General Counsel
                  The Marmon Group, Inc.
                  225 W. Washington Street
                  Chicago, Illinois 60606
                  Fax No. (312) 845-8769

         d.       AMENDMENTS. No modifications or amendments of this Agreement
                  shall be effective unless made in writing and signed by a duly
                  authorized representative of both Seller and Purchaser.

         e.       GOVERNING LAW. This Agreement shall be construed and enforced
                  in accordance with the laws of the State of Illinois, without
                  regard to the conflicts of laws rules thereof.

         f.       COUNTERPARTS; FACSIMILE. This Agreement may be executed in two
                  or more counterparts, each of which shall be deemed an
                  original, but all of which together shall constitute one and
                  the same instrument. Delivery of an executed counterpart of a
                  signature page to this Agreement by facsimile shall be
                  effective as delivery of a manually executed counterpart of
                  this Agreement.

         g.       ENTIRE AGREEMENT. This Agreement, together with the Exhibits
                  attached hereto, embodies the entire agreement and
                  understanding between the parties hereto and supersedes all
                  prior and contemporaneous oral or written agreements and
                  understandings relating to the subject matter hereof. No
                  statement, representation, warranty, covenant or agreement of
                  any kind not expressly set forth in this Agreement shall
                  affect, or be used to interpret, change or restrict, the
                  express terms and provisions of this Agreement.

         h.       WAIVERS AND CONSENTS. The terms and provisions of this
                  Agreement and any right or remedy of any party hereunder may
                  be waived or consent for the departure therefrom granted only
                  by written document executed by the party entitled to the
                  benefits of such terms or provisions of this Agreement. Each
                  such waiver or consent shall be effective only in the specific
                  instance and for the purpose for which it was given, and shall
                  not constitute a continuing waiver or consent.

         i.       HEADINGS AND CAPTIONS. The headings and captions of the
                  various subdivisions of this Agreement are for convenience of
                  reference only and shall in no way modify or affect the
                  meaning or construction of any of the terms or provisions
                  hereof.

         j.       EXPENSES. Each of the parties hereto shall pay its or his own
                  fees and expenses (including the fees of any attorneys,
                  accountants, appraisers or others engaged by such party) in
                  connection with this Agreement and the transactions
                  contemplated hereby.

         k.       RECITALS. The recitals set forth at the beginning of this
                  Agreement are an integral part of the terms of this Agreement
                  and are hereby incorporated into the body of this Agreement by
                  this reference thereto.

         l.       SCHEDULES AND EXHIBITS. The Schedules and Exhibits referenced
                  herein are attached hereto, made apart hereof, and
                  incorporated herein by this reference.

         m.       PLURALITY. Whenever required by the context, the singular will
                  include the Plural and vice versa.

         n.       ATTORNEYS' FEES. If either party shall bring any action
                  against the other under this Agreement, the prevailing party
                  in such action shall be entitled to reimbursement of all court
                  costs and reasonable attorneys' fees incurred by such party in
                  enforcing its rights hereunder.




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         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first set forth above.

SELLER:                                      PURCHASER:

NEW VIEW DIAGNOSTICS, L.L.C.                 VISION DIAGNOSTICS, INC.

   By:  MEDCAP CORPORATION
   Its:  Sole Member


By: /s/                                      By: /s/
    ------------------------------               ------------------------------
Title:                                       Title:



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                             EXHIBITS AND SCHEDULES


Exhibit A:        The Note
Exhibit B:        The Guaranty