EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement") is entered into and effective this
1st day of February, 2001 ("Effective Date") by and between ACCUIMAGE
DIAGNOSTICS CORP., a Nevada corporation ("Company") and LEON KAUFMAN
("Executive"), regarding the terms and conditions of his employment by and with
the Company.


                                R E C I T A L S :
                                - - - - - - - -

     A.   Company is engaged in the development, marketing and support of
software for the visualization, analysis and management of medical imaging data.
("Business").

     B.   Since November 7, 2000, Executive has acted as an advisor to the
Company, providing general management services.

     C.   Company wishes to employ Executive and Executive wishes to be employed
to provide his services to Company on the terms and conditions set forth below.

     NOW, THEREFORE, for good and sufficient consideration, the parties agree as
follows:


                               A G R E E M E N T :
                               - - - - - - - - -

     1.   POSITION AND DUTIES. Executive will be employed as Chief Executive
Officer of Company, effective February 1, 2001, or such other position and
duties as the Company's Board of Directors ("Board") may determine and assign,
consistent with Executive's background, experience and performance. As Chief
Executive Officer, Executive will report to the Board, will have profit and loss
responsibility for the Company, as well as overall responsibility for directing
the Company toward the achievement of its business objectives as approved by the
Board, plus those duties of an executive officer of the Company established from
time to time by the board and such additional duties as may be mutually agreed
from time to time.

     2.   TERM. Executive's employment will be at will and for no specific term,
terminable at the will of either Executive or the Company on thirty (30) days
written notice, subject to the terms and conditions set forth below.

     3.   STANDARDS OF PERFORMANCE. Executive agrees to perform all of his
duties in a fully professional manner pursuant to the standards of skill,
competence and efficiency expected of his position, and subject to the direction
and control of the Board. He agrees to devote his full business time, energy and
attention and give his best efforts and skills exclusively to the furtherance
and best interests of the Company, and to the performance of his duties
hereunder.

     The above notwithstanding, and specifically subject to Board approval and
the provisions of Section 6 below, the expenditure of reasonable amounts of time
for personal business, charitable, community or professional activities will not
be deemed a breach of this Agreement, provided that such activities,
individually or in the aggregate, do not interfere materially with the

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performance of his duties hereunder, and further provided that in engaging in
such activities he complies fully with the non-compete and confidentiality
provisions of this Agreement and/or related policies of the Company, as they may
be modified from time to time. Executive understands and agrees that the
performance of his duties and his employment with the Company generally are
subject to all of the policies of the Company, the Board, the Company's Articles
of Incorporation and Bylaws, and to and all laws and regulations applicable to
corporations generally and to the medical imaging industry in particular.

     4.   COMPENSATION, BENEFITS AND PERSONNEL POLICIES.

          (a)  SALARY. As compensation for all services rendered pursuant to
this Agreement, including serving as a member of the Board, if so elected,
Executive shall be entitled to a base salary in a gross amount equivalent to
$220,000 calculated on an annualized basis, and payable pursuant to the
Company's regular payroll practices. The base salary is subject to periodic
review, not less frequently than annually, and adjustment as recommended and
approved by the Board in its sole discretion.

          (b)  BONUS. Executive is also entitled to receive the following
incentive bonus:

1.   Bonus based on a calendar year (Jan1-Dec 31) and to be paid on January 31
     based on audited financials.

2.   Bonus maximum to be capped at $80,000

3.   Bonus objectives to be determined by the compensation committee of the
     board at the beginning of each calendar year.

4.   Bonus amount to be calculated based on the following objectives:

          a.   Revenue 2001: Minimum objective: $4.0 million. Bonus at 2% of the
               excess

          b.   Profit 2001: Minimum objective: $100K . Bonus at 5% of the excess

          c.   FDA and CE compliance done: 10,000 or 5,000 for each

          d.   New business plan approved by board showing path to 100 million
               in 4 years: $10,000

          e.   Intellectual property policy in place with patent applications:
               bonus at $5,000 for each filed application.

          f.   Average stock price above $1.50 during last quarter: bonus at
               20,000 times the excess above $1.50.

          (c)  OPTIONS. At the next meeting of the Board of Directors, Executive
will be granted an option to purchase Three Hundred Thousand shares (300,000)
shares of Company's common stock pursuant to the Company's Stock Option Plan at
an amount not less than the fair market value of a share of the Corporation's
common stock on the date hereof, and vesting over a four year period on a
quarterly basis.

          (d)  Executive will also be covered by and/or entitled to participate
in Company's policies and/or plans regarding benefits of employment, including
all pension, profit sharing and other retirement plans, and all group health,
hospitalization and disability insurance plans and other employee welfare
benefit plans, as are customarily available to and on the same terms as other
key executives. In addition, Executive's employment is subject to Company's
personnel and financial policies as they may be developed and modified from time
to time.

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          (e)  The Company will reimburse Executive promptly for reasonable
out-of-pocket expenses incurred in connection with the performance of his
duties, including but not limited to travel expenses, food and lodging while
away from home, and reasonable entertainment expenses, consistent with such
policies as the Company may establish from time to time and provided that
Executive provides appropriate and timely expense reports with appropriate
supporting documentation.

          (f)  During each calendar year of employment, Executive is entitled
paid vacation, sick leave and other paid leaves in accordance with the Company's
polices with respect to paid leaves for executives.

     5.   TERMINATION OF EMPLOYMENT.

          (a)  WITHOUT CAUSE. Company may terminate Executive's employment
without cause effective upon thirty (30) days' written notice. In the event that
the Company terminates Executive's employment without cause Executive shall be
entitled to: (i) payment of all earned but unpaid compensation through the date
of termination; (ii) payment of base salary and group health coverage for an
additional two month period, payable pursuant to the Company's regular payroll
practices at the time ("Severance Period"); (iii) payment of any component of
the bonus already earned; and (iv) vesting of any options that otherwise would
have vested during the Severance Period. All unvested/unvestable options shall
be forfeit as of the date of termination and the Company shall be relieved of
any further obligations under the Agreement in this regard.

          (b)  WITH CAUSE. The Company may also terminate Executive's
employment, at any time and without any prior notice, written or otherwise, for
cause which, for purposes of this Agreement, is defined as any one of the
following: (i) criminal conduct, an act of dishonesty or material breach of this
Agreement; (ii) repeated or demonstrated failure or refusal to perform the
material duties of his position after receiving at least ten (10) days' written
notice of the nature of the failure or refusal to perform, or any failure or
refusal to follow a lawful directive of the Board; or (iii) taking any action or
conducting himself in a manner which is contrary or inimical to the best
interests or reputation of the Company, its parent, subsidiaries or affiliated
companies. In the event the Company terminates Executive for cause, he will be
entitled only to compensation earned, pro rata, bonus already earned, and any
options that have vested pursuant to their terms, up to the date of his
termination. All unvested options shall be forfeit as of the date of termination
and the Company shall be relieved of any further obligations hereunder.

          (c)  INCAPACITY. If during the period of his employment Executive
becomes temporarily disabled from performing his duties hereunder through
illness or otherwise, he will be entitled to a leave of absence with
continuation of base salary for the duration of the disability up to a maximum
in the aggregate of three (3) months. If it reasonably appears to the Company in
the good faith exercise of its judgment that the disability will be permanent,
or in any event if such disability lasts longer than three months, the Company
will have the right to terminate Executive's employment immediately thereafter
and Executive will be entitled to receive whatever benefits he may be entitled
to receive pursuant to the Company's benefit plans or policies.

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          (d)  DEATH. If Executive should die while actively employed pursuant
to this Agreement, the Company shall pay to his estate or designated
beneficiaries within sixty (60) days: (i) any earned but unpaid base salary
through the date of death; (ii) any bonus as determined by the Board to be
appropriate, pro rata through the date of death; and (iii) any other death
benefit made available to similarly situated executives in accordance with the
terms and conditions of Company's regular policies or programs.

          (e)  RESIGNATION. In the event Executive elects to resign, Executive
shall provide at least thirty (30) days' written notice of such election to
resign and shall be entitled to payment of all earned but unpaid compensation
(including earned bonus) and any options that have vested pursuant to their
terms, up to the date of termination. All unvested options shall be forfeit as
of the date of termination and the Company shall be relieved of any further
obligations under the Agreement.

     6.   NON-SOLICITATION AND NON-COMPETITION.

          (a)  NON-COMPETITION. During Executive's employment and during any
Severance Period thereafter, he will not engage, either directly or
beneficially, in any outside business or financial activity, nor render any
service in any capacity to anyone in the business of medical imaging technology.
For purposes of this Section 6 and of Section 7, below, Executive agrees and
understands that the Company is defined to include any parent, subsidiary,
predecessor, successor or affiliate of the Company, and further that "engaging
in business" or "rendering any service" includes serving as an officer,
director, employee, shareholder, investor, consultant (with or without
compensation) or adviser to any other entity which engages in the Company's
business in the United States. Executive agrees that with respect to any other
outside work during the employment period, including self-employment, he is
required to obtain the advance written approval of the Company's Board of
Directors, which will evaluate his request taking into account such factors as
his work schedule, duties and responsibilities, any actual or apparent conflict
or incompatibility of employment, and any potential impact on his performance.
The Board's determination shall be made in its sole discretion, and shall be
final.

          (b)  NON-SOLICITATION. During his employment, during any Severance
Period, and for one year thereafter, except as required by his duties for the
Company, Executive will not, directly or indirectly, or in concert with others,
employ nor solicit nor influence nor otherwise cause any employee of the Company
or any of its affiliated companies to leave their employment with the Company.

     7.   CONFIDENTIALITY, TRADE SECRETS, AND ASSIGNMENT OF INVENTIONS.

          (a)  Executive acknowledges and agrees that during the course of his
employment with Company, and in preparation therefore and thereafter, he will be
privy to many trade secrets and/or proprietary and other confidential or
privileged information (together "Proprietary Information") regarding the
Company which may affect, among other things, the successful conduct,
furtherance and protection of the Company's business and good will. For these
purposes, confidential information means all business information of whatever
nature regarding the Company (including any and all parents, subsidiaries,
predecessors, successors or affiliates), or about any of its products or
services or potential products or services, business

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plans, executives, employees, and methods of doing business, which is not
generally known to the public at large. Trade secrets means information which
derives independent economic value from not being generally known to the public
or to others who can derive economic value from its disclosure or use and is the
subject of reasonable efforts to maintain its secrecy. This Proprietary
Information specifically includes but is not limited to technological
information, customer lists, types and prices of merchandise and orders, future
plans, sales methods, and salary and other personnel information. Executive
agrees to keep all such information in strictest confidence and not to disclose
it except for legitimate purposes of the Company and with the Company's express
written consent, either during his employment or at any time thereafter.

          (b)  On termination of his employment, Executive shall promptly
deliver to the Company all equipment belonging to it, all code and computer
programs of whatever nature, as well as all manuals, letters, correspondence,
reports, price lists, customer lists, sales information, and all copies thereof,
and all other materials of a confidential nature regarding the Company's
business that are in his possession or control. Executive further agrees that
the remedy at law for any breach of the provisions of Sections 6 and 7 herein
will be inadequate, and that the Company will be entitled to seek appropriate
injunctive relief in addition to any remedy at law in case of any such breach.

          (c)  Executive acknowledges and specifically agrees that fully all
work he performs within the scope of his employment, and/or all work which
relates at the time of conception or reduction to the Company's business, or
actual or anticipated research or development of the Company, and/or all work
which results from any work Executive performs for the Company, whether such
work is performed during regular business hours or otherwise, and whether
utilizing the Company's equipment, supplies, facilities or trade secret
information or otherwise, shall belong to the Company. Executive agrees to
assign, or offer to assign, or to take such other reasonable action to assure
that any and all rights to such work shall belong or otherwise be transferred to
the Company. The foregoing notwithstanding, the parties agree that nothing in
this subsection covers, nor is intended to cover, any rights to an invention
required to be excluded from the provisions hereof by California Labor Code
Section 2870, as it may be modified from time to time, a copy of which is
attached to this Agreement.

          (d)  Executive further agrees, as a condition of continued employment,
to promptly disclose to the Company all ideas, processes, inventions,
improvements, developments, methods, designs, analyses, drawings, reports and
discoveries coming within the scope of the Company's business or related to its
products or to any research, design, development, application or production work
carried on by the Company, or to any problems or programs specifically assigned
to Executive, conceived alone or with others during his employment, and whether
or not conceived during regular working hours. All such ideas, processes,
programs, applications, trademarks, inventions, improvements, developments and
discoveries, whether patentable or not, shall be the Company's sole and
exclusive property, and Executive assigns and hereby agrees to assign his entire
right, title and interest in and to the same to the Company, and to take such
other reasonable action to assure that such work shall belong to and be
protected on behalf of the Company.

     8.   GOVERNING LAW. This Agreement will be governed by and construed
according to the laws of the State of California.

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     9.   RESOLUTION OF DISPUTES. Any controversy between Executive and the
Company involving his employment with the Company or termination thereof,
including but not limited to enforcement, construction, or application of any
term, provision, or condition of this Agreement, except with respect to
paragraphs 6 and 7 hereof, shall be referred to non-binding mediation by a sole
mediator to be selected by agreement between the parties within ten (10)
business days. The mediation shall be scheduled and conducted as promptly as
practicable, and the costs of mediation shall be borne equally by the parties.

     If the parties cannot themselves agree on a mediator, or if mediation does
not resolve the matter, then either party shall submit the controversy or claim,
within 180 days, to final and binding arbitration in accordance with the Federal
Arbitration Act and the rules of the Judicial and Mediation Services ("JAMS")
then in effect, such arbitration to be conducted in the County of San Mateo,
California. Failure to initiate arbitration within such one hundred and eighty
(180) day period, or as mutually extended, shall constitute a waiver of any and
all such claims, and they shall be forever barred. Both parties will attempt to
agree upon a mutually acceptable arbitrator. If they are unable to agree upon an
arbitrator, then an arbitrator will be selected in accordance with the
then-current rules of the JAMS. The parties further agree that arbitrator shall
be entitled to award money damages, but shall not be entitled to award any other
remedy at law or equity including but not limited to exemplary damages, specific
performance or injunctive relief. The costs of the arbitrator will be shared
equally by both parties, and each party will pay for its attorney's fees. The
parties agree that, except as specifically excepted herein, arbitration will be
their exclusive form for resolving disputes with one another regarding the
employment relationship and this Agreement, and they expressly waive any
entitlement they may have to have controversies between them decided by a jury
or a court of law.

     10.  ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding between the parties relating to the subject matter of it, and
supersedes and merges all prior discussions between the parties about such
subject matter.

     11.  SEVERABILITY. In the event that one or more of the provisions
contained in this Agreement are held to be invalid, illegal, or unenforceable in
any respect by a court of competent jurisdiction, such holding shall not impair
the validity, legality, or enforceability of the remaining provisions herein.

     12.  SUCCESSORS AND ASSIGNS. This Agreement is binding on Executive's
heirs, executors, administrators, and other legal representatives and will be
for the benefit of the Company, its successors, and assigns.

     13.  NOTICES. Any notice or other communication required or given hereunder
shall be in writing and delivered personally or sent by telecopier, certified,
registered, or express mail, postage prepaid, and shall be deemed given when so
delivered personally or by telecopier, or if mailed, two days after the date of
mailing, as follows:

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     If to the Company, addressed to it at:

          AccuImage Diagnostics Corp.
          400 Oyster Point Blvd.
          So. San Francisco, CA 94080
          Attention: Chairman of the Board

     If to Executive, addressed to him at:

          Leon Kaufman, Ph.D.
          c/o Accuimage Diagnostics Corp.

or at such other address as either party may from time to time specify by giving
notice as provided herein.

     14.  INDEMNIFICATION AND INSURANCE. The Company will indemnify Executive to
the fullest extent permitted by the laws of the State of Nevada, as in effect at
the time of the subject act or omission, and the Executive shall be entitled to
the protection of any insurance policies the Company may elect to maintain
generally for the benefit of its directors and officers insuring against all
costs, charges and expenses whatsoever incurred or sustained by the Executive in
connection with any action, suit or proceeding to which Executive may be made a
part by reason of being or having been an officer or employee of the Company or
any of its subsidiaries, predecessors, or serving or having served any other
enterprises at the request of the Company (other than any dispute, claim or
controversy brought by the Company against Executive for breach of any provision
of this Agreement).

     15.  SOURCE OF FUNDS. Any and all payments provided pursuant to this
Agreement shall be made in cash from the general funds of the Company and no
special or separate fund or insurance arrangement shall be established or
created and no other segregation of assets made to assure payment. To the extent
that any person acquires a right to receive payments from the Company hereunder,
such right shall be no greater than the right of an unsecured creditor of the
Company.

     16.  AMENDMENTS AND WAIVERS. This Agreement may not be amended, modified,
superseded, canceled, renewed, extended, or any terms waived, except by written
instrument signed by both parties, or in the case of waiver, by the party to be
charged.

     IN WITNESS WHEREOF the parties hereto have executed this agreement as of
the month and date first above written.

                                  EXECUTIVE:

                                  /s/ LEON KAUFMAN
                                  ----------------
                                  Leon Kaufman, Ph.D.

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                                  ACCUIMAGE DIAGNOSTICS CORP.

                                  /s/ DOUGLAS BOYD
                                  ----------------
                                  By:  Douglas Boyd, Ph.D.
                                  Its: Chairman of the Board



                                  Disclosure by Leon Kaufman on previous
                                  commitments:

                                  I am president of International MRI
                                  Accreditation Resources, LLC., a company
                                  dedicated to MRI accreditation consulting. I
                                  foresee beneficial relationships between IMAR
                                  and AccuImage. During the term of my
                                  employment with AccuImage my share of any IMAR
                                  distributions will be folded into the general
                                  pool for distribution to the other partners
                                  and to investors.


                                  I am a consultant to Imetrx, Inc., a company
                                  dedicated to the detection and treatment of
                                  vulnerable plaque. My main role is to advise
                                  the company on the technical aspects of IP
                                  matters and to generate IP for the company.
                                  There is no substantial overlap between the
                                  businesses of Imetrx (which uses nuclear
                                  medicine and thermal in-situ catheter-based
                                  detectors) and AccuImage.


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