<PAGE>   1





                            ASSET PURCHASE AGREEMENT


         This Asset Purchase Agreement (this "Agreement"), dated as of June 29,
1998, is by and among AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation
("APPM"), Valley Imaging Partners, Inc., a California corporation and a wholly-
owned subsidiary of APPM ("Buyer") and Bryan M. Shieman, M.D., a sole
proprietorship d/b/a El Camino Center for Osteoporosis and/or ECCO II
("Seller").  For purposes of this Agreement, Bryan M. Shieman, M.D. shall be
referred to personally as Dr. Shieman.  References to Dr. Shieman herein shall
include Dr. Shieman's spouse and her community property and separate property
interests in Seller, the Business, and the Center.

                                    RECITALS

         A.      Seller owns and operates one (1) osteoporosis center (the
"Business").

         B.      Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer certain of the assets and other rights related to the Seller's
Business, including the osteoporosis center known as El Camino Center for
Osteoporosis and/or ECCO II (the "Center") on the terms and conditions in this
Agreement.

                                   AGREEMENT

         NOW, THEREFORE, in consideration of the preceding recitals and the
mutual representations, warranties, covenants and agreements set forth herein,
the parties agree as follows:

                     ARTICLE I  PURCHASE AND SALE OF ASSETS

         Section 1.1      Purchased Assets.  On the Closing Date, Seller shall
sell, assign, transfer, convey and deliver to Buyer, and Buyer shall acquire,
all right, title and interest of Seller in and to the following assets, rights
and interests used in the operation of the Seller's Business at the Center, of
every kind and description, wherever located, whether tangible or intangible,
real, personal or mixed, excluding the Excluded Assets (as such term is defined
in Section 1.2 below, including, without limitation, the following assets,
rights and interests (collectively, the "Purchased Assets"):

                 (a)      Leasehold Improvements.  All fixtures located at 205
South Drive, Suite F, Mountain View, CA 94040;

                 (b)      Personal Property.  All tangible personal property
(collectively, the "Personal Property") of every kind and nature, including,
without limitation, all furniture, fixtures, machinery, owned or licensed
computer systems, and equipment, including, without limitation, the Personal
Property listed in Schedule 1.1(b) hereto;

                 (c)      Inventory.  All inventories of supplies, drugs,
janitorial and office supplies, maintenance and shop supplies, and other
disposables which are existing as of the Closing Date (the "Inventory").  A
list of Inventory is attached as Schedule 1.1(c);

                 (d)      Intangible Assets.  All intangible property
(collectively, the "Intangible Assets") of every kind and nature, including,
without limitation, the following:

                          (i)     All trade names, business names (including
all names associated with specialty programs or services operated by Seller),
service marks, logos, trade secrets, copyrights, and all applications and
registrations therefor that are owned by Seller, and licenses thereof pursuant
to which Seller has any right to the use or benefit of, or other rights with
respect to, any of the foregoing, including, without limitation, the items
identified in Schedule 1.1(d)(i) attached hereto;

                          (ii)    All telephone numbers used in connection with
the Business at the Center;
<PAGE>   2
                          (iii)   All licenses, permits, certificates,
franchises, registrations, authorizations, filings, consents, accreditations,
approvals and other indicia of authority relating to the operation of the
Business as presently conducted by Seller are listed in Schedule 1.1(d)(iii)
attached hereto.  If the sale, transfer, assignment, or conveyance of any of
the Governmental Licenses and Permits is unlawful or is not permissible under
any agreement, or federal, state, or local law, rule, or regulation, then the
terms "sale, transfer or assignment", for the purposes of this Agreement with
respect to any such Governmental Licenses and Permits, shall be deemed to mean
and require (i) Seller's relinquishment of all of its right, title and interest
in, to and under such Governmental Licenses and Permits as of the Closing Date
to the fullest extent necessary or appropriate to enable Buyer to acquire such
Governmental Licenses and Permits, and (ii) the issuance or grant to Buyer by
the appropriate third party, federal, state, or local governmental authority of
all right, title and interest in, to and under such Governmental Licenses and
Permits as of the Closing Date reasonably equivalent to that relinquished by
the Seller, including, but not limited to, the right, authority, and approval
for Buyer to provide services of the Business from and after the Closing Date
in a reasonably equivalent manner as Seller prior to the Closing Date;

                          (iv)    All deposits held by Seller in connection
with future services to be rendered by Seller or delivered under the Leases (as
defined below);

                          (v)     Those advance payments, prepayments, prepaid
expenses, deposits and the like (the "Prepaids") which are existing as of the
Closing Date, including real property taxes and assessments and utility
deposits and payments which were made by Seller solely with respect to its
operation of the Business, the current categories and amounts of which are set
forth in Schedule 1.1(d)(v);

                          (vi)    Seller's goodwill associated with the
Purchased Assets; and

                          (vii)    to the extent assignable, all warranties, 
guarantees and covenants not to compete with respect to the Center including,
the arrangements identified in Schedule 1.1(d)(viii).

                 (e)      Purchased Contracts.  All right, title and interest
of Seller in, to and under the leases, contracts and agreements to which Seller
is a party or a beneficiary and which relate to or are necessary for the Center
(collectively the "Purchased Contracts").  Schedule 1.1(e) hereto contains a
list of all leases, contracts and agreements to which Seller is a party or a
beneficiary, which relate to or are necessary for the Center;

                 (f)      Books and Records.  Seller shall make available to
Buyer, and at the Closing Date Buyer shall take possession of, all operating
data and records pertaining to the assets, properties, business, operations,
accounts, financial condition, customers or suppliers of the Center, including
all of Seller's books, records, papers, computer tapes, disks or data and
instruments related to the Center or the Purchased Assets or which are required
or necessary in order for Buyer to operate the Center from and after the
Closing Date, including, without limitation, the following: (i) patient and
medical records and all other medical and financial information regarding
patients of the Center; (ii) patient lists; (iii) employment and personnel
records; (iv) personnel policies and manuals, electronic data processing
materials, books of account, accounting books, financial records, sales
records, sales and payroll tax returns, customer data, journals and ledgers;
and (v) all material, documents, and information relating to the Personal
Property and the Lease Agreements, all title information (including but not
limited to all title insurance policies, commitments, acts of sale, covenants,
conditions, restrictions, leases, licenses, occupancy agreements, easements,
and other items of record), all environmental studies, reports and information,
all property use and operational material, plans and specifications, contracts,
site plans, correspondence, and governmental material (i.e., licenses, permits,
notices, and other matters) information and notices; and

                 (g)      Residual Assets.  All other assets of Seller related
to the operation of the Business at the Center other than the Excluded Assets
(as such term is defined in Section 1.2 below).

         Section 1.2      Excluded Assets.  Notwithstanding Section 1.1, the
definition of "Purchased Assets" shall exclude all assets, rights and interests
identified on Schedule 1.2 (collectively, the "Excluded Assets").  The Excluded
Assets shall not be transferred by Seller to Buyer.

         Section 1.3      Subsequent Actions.  If, at any time after the
Closing Date, APPM or Buyer shall consider or be advised that any deeds, bills
of sale, assignments, assurances or any other actions or things





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<PAGE>   3
are necessary or desirable to vest, perfect or confirm of record or otherwise
in APPM or Buyer its right, title or interest in, to or under any of the
Purchased Assets or otherwise to carry out the transactions described in this
Agreement, Seller shall, at the sole cost and expense of Seller be authorized
to execute and deliver all documents and to take and do all such other actions
and things as may be necessary or desirable to vest, perfect or confirm any and
all right, title and interest in, to and under the Purchased Assets or
otherwise to carry out the transactions described in this Agreement.

                        ARTICLE II   ASSUMED LIABILITIES

         Section 2.1      Assumed Liabilities.  As of the Closing, Buyer hereby
agrees to assume, satisfy or perform when due only those liabilities and
obligations of Seller relating to operation of the Center as set forth on
Schedule 2.1 hereto (the "Assumed Liabilities").  Other than the Assumed
Liabilities, Buyer shall not assume, nor shall APPM, Buyer or any of their
respective affiliates be deemed to have assumed, guaranteed, agreed to perform
or otherwise be bound by, or be responsible or otherwise liable for, any
liability or obligation of any nature of Seller (whether or not related to the
Center), or claims for such liability or obligation, whether accrued, matured
or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown
(the "Unassumed Liabilities").  Specifically, and without limiting the
generality of the foregoing, other than the Assumed Liabilities, neither APPM,
Buyer nor any of their respective affiliates shall have any liability or
obligation with respect to or arising out of: (a) acts or omissions of Seller
or any of its affiliates whether prior or subsequent to the Closing Date,
whether or not in the ordinary course of business; (b) liabilities or
obligations relating to or secured by any portion of or act of either the
Purchased Assets or the Center prior to the Closing; (c) employee related
liabilities (including accrued wages, vacation, employee-related insurance or
deferred compensation claimed by any person in connection with his or her
employment by, or termination of employment with, Seller or payroll taxes
payable or liabilities arising under any employee benefit plan maintained by
Seller); (d) liabilities or obligations of Seller, including those for
attorneys' fees, arising out of any litigation or other proceeding pending as
of the Closing Date in connection with the Center or any claim, whether or not
asserted and whether or not liquidated or contingent, with respect to the
Center arising from acts or the failure to take any action by Seller or any of
its Affiliates prior to the Closing Date; (e) liabilities for any income or
other tax, whether disputed or not, attributable to Seller and/or the Center
for any period or transaction through the Closing; (f) except as set forth on
Schedule 2.1, trade payables which arise prior to the Closing; (g) claims by
any third party payor (including Medicare or Medi-Cal) or patient with respect
to any matter or billing occurring prior to the Closing; and (h) any other
liability or obligation of Seller.  All employment tax liabilities of Seller
shall remain the Seller's responsibility for collection, remittance and tax
filing purposes for the period through the Closing.  The Seller shall supply
confirmation that all past and current employment taxes through the Closing
have been remitted to the appropriate agencies in a timely manner.

                    ARTICLE III  PURCHASE PRICE AND CLOSING

         Section 3.1      (a)     Purchase Price.  The aggregate purchase price
(the "Purchase Price") for the sale, transfer, assignment collectively,
conveyance and delivery of the Purchased Assets from Seller to Buyer shall
consist of all of the consideration set forth on Exhibit A (the
"Consideration").  The Purchase Price shall be allocated by Buyer and Seller in
accordance with Schedule 3.1(b) hereto.

         Section 3.2      Closing and Effective Time.  The transfer of the
Purchased Assets by Seller to Buyer and Buyer's assumption of the Assumed
Liabilities shall be deemed effective as of 12:01 a.m. on June ___, 1998 (the
"Effective Time").  The obligations and proceeds from the operations of the
Center shall be deemed to be the property of Buyer from and after the Effective
Time, and Buyer and Seller shall take any and all actions reasonably necessary
to carry out the intent of this Section 3.2.

         Section 3.3      Closing Deliveries.  (a)  Seller.  At the Closing,
Seller shall execute and deliver to Buyer a Bill of Sale and such other
instruments as shall be reasonably requested by Buyer to vest in Buyer title in
and to the Purchased Assets.  Buyer shall have possession of the tangible
Purchased Assets and the books and records immediately upon Closing.

                 (b)      Buyer.  At the Closing, Buyer shall deliver to Seller
the Consideration and such other instruments as shall be reasonably requested
by Seller to complete the assumption of the Assumed Liabilities by Buyer.





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         At Closing, each party shall pay or credit to the other party all sums
required to effectuate the prorations and adjustments impacted by the Effective
Time.

         Seller shall be responsible for the following expenses (i) obtaining,
filing and recording any and all releases, satisfactions, deeds, UCC
termination statements and similar documents required in order to cause title
to the Purchased Assets to be free, clear and unencumbered and (ii) all sales,
use, transfer and other taxes, if any, required by or imposed as a result of
the transactions contemplated hereby.  Each party shall be responsible for its
own attorneys', accountants' and other advisory fees associated with the
closing of the transactions contemplated by this Agreement.


      ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF SELLER AND DR. SHIEMAN

         As an inducement to APPM and to Buyer to enter into this Agreement,
Seller and Dr. Shieman represent and warrant to APPM and to Buyer as of the
Closing Date as follows:

         Section 4.1      Authorization and Validity.  Seller and Dr. Shieman
have all requisite power to enter into this Agreement and all other agreements
entered into in connection with the transactions contemplated hereby and to
consummate the transactions contemplated hereby.  The execution, delivery and
performance by Seller and Dr. Shieman of this Agreement and the agreements
contemplated herein, and the consummation by Seller and Dr. Shieman of the
transactions contemplated hereby and thereby are within Seller's and Dr.
Shieman's respective powers and have been duly authorized by all necessary
action.  This Agreement has been duly executed by Seller and Dr. Shieman, and
this Agreement and all other agreements and obligations entered into and
undertaken in connection with the transactions contemplated hereby to which
Seller and Dr. Shieman are a party constitute, or upon execution will
constitute, valid and binding agreements of Seller and Dr. Shieman, enforceable
against it in accordance with their respective terms, except as enforceability
may be limited by bankruptcy or other laws affecting the enforcement of
creditors' rights generally, or by general equity principles, or by public
policy.

         Section 4.2      Title to Purchased Assets.

                 (a)      Schedule 4.2(a) hereto sets forth a true, correct and
complete list of any charge, claim, community property interest, condition
equitable interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting,
transfer, receipt of income or exercise of any other attribute of ownership of
any kind affecting the Purchased Assets (collectively, the "Encumbrances").

                 (b)      Seller and Dr. Shieman shall immediately prior to the
Closing have good, clear, record and marketable title to, or valid leasehold
interests in, all Purchased Assets, free and clear of all Encumbrances and
Seller and Dr. Shieman shall, at the time of the Closing have full power and
right to sell, assign and deliver the Purchased Assets according to this
Agreement.  The delivery to  Buyer of the instruments of transfer of ownership
contemplated by this Agreement shall vest valid and marketable title to the
Purchased Assets in Buyer, free and clear of all Encumbrances.  The Purchased
Assets are all the material assets used in the Business.

         Section 4.3      Condition of Tangible Assets.  Except as set forth on
Schedule 4.3, the tangible Personal Property and any other tangible Purchased
Assets are in reasonable operating condition and are sufficient for the
operation of the Center as presently conducted and are in conformity in all
material respects with all applicable laws, ordinances, orders, regulations and
other requirements currently in effect.

         Section 4.4      Consents and Approvals. No consent, approval or
authorization of, notice to, or declaration, filing or registration with, any
governmental entity or any other person or entity is required to be made or
obtained by Seller in connection with the performance of this Agreement and the
consummation of the transactions contemplated hereby.





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         Section 4.5      Absence of Conflicting Agreements or Required
Consents.  The execution, delivery and performance by Seller of this Agreement
and any other documents contemplated hereby (with or without the giving of
notice, the lapse of time, or both): (i) except as set forth in Schedule 4.5
hereto, does not require the consent of any governmental or regulatory body or
authority or any other third party; (ii) will not conflict with or result in a
violation of any provision of Seller's articles or certificate of incorporation
or bylaws, (iii) will not conflict with, result in a violation of, or
constitute a default under any law, rule, ordinance, regulation or any ruling,
decree, determination, award, judgment, order or injunction of any court or
governmental instrumentality which is applicable to Seller or Dr. Shieman or by
which Seller or Dr. Shieman or their properties are subject to or bound; (iv)
except as set forth in Schedule 4.5, will not conflict with, constitute grounds
for termination of, result in a breach of, constitute a default under, require
any notice under, or accelerate or modify, or permit any person to accelerate
or modify, any performance required by the terms of any agreement, instrument,
license or permit, to which Seller or Dr. Shieman is a party or by which Seller
or Dr. Shieman or any of their properties are subject to or bound; and (v) will
not create any Encumbrance or restriction upon any of the assets or properties
of Seller or Dr. Shieman.

         Section 4.6      No Undisclosed Liabilities.  Except as listed in
Schedule 4.6 hereto, Seller does not have any liabilities or obligations of any
nature, whether known or unknown and whether accrued, absolute, contingent or
otherwise, asserted or unasserted except for liabilities or obligations
disclosed to Buyer.

         Section 4.7      Contracts and Commitments.  Schedule 4.7 contains a
true, accurate and complete list, and Seller has delivered to APPM true and
complete copies, of each contract, agreement and other instrument (e.g.,
provider contract, payor contract, HMO contact, loans, liens, or acquisitions)
to which Seller is a party or by which it or any of its properties or assets
are bound.

         Section 4.8      Employee Matters.  (a)  Employees.  Schedule 4.8 
lists each employee of, or consultant to, Seller  and their salary, benefits
and bonuses for 1997 and 1998.  Seller is not delinquent in payment to any of
its employees for wages, salaries, bonuses or other direct compensation for any
services performed for it to the date hereof or amounts required to be
reimbursed to such employees.  Upon termination of employment of any employee,
no severance or other payments will become due and Seller has no policy, past
practice or plan of paying severance on termination of employment.

         Section 4.9      Insurance Policies.  Schedule 4.9 lists Seller's
policies of insurance to which Seller or any Affiliate is a party.

         Section 4.10     Payors.  Schedule 4.10 sets forth a true, correct and
complete list of the names and addresses of each Payor including, but not
limited to, all private-pay patients as a single Payor, of Seller which
accounted for more than 5% of the revenues of Seller in the fiscal year ended
December 31, 1997, or which is reasonably expected to account for more than 5%
of the revenues of Seller for the fiscal year to end December 31, 1998.  Except
as set forth in Schedule 4.10 Seller has satisfactory relations with such
Payors and none of such Payors has notified Seller that it intends to
discontinue its relationship with Seller or to deny any payments due from, or
any claims for payment submitted to any such party.

         Section 4.11     Continuity of Level of Business 

         At the request of Buyer, Seller will make himself available during
normal business hours to assist Buyer in operating the Business for a two week
period following the Closing, provided that Buyer compensates Seller at the
rate of $30 per patient scan performed on the Business premises during this
period.  Seller makes no warranty or representation that the level of referrals
to the Business will be maintained after the Closing.  Seller represents that
the increasing level of the Business over the past several years was due to his
best efforts at marketing the Business and that both Buyer and Seller agree
that Buyer will assume responsibility for maintaining the marketing of the
Business after Closing.

                               ARTICLE V REMEDIES

         Section 5.1      Indemnification by Seller and Dr. Shieman.  Subject to
the terms and conditions of this Article V, Seller and Dr. Shieman jointly and
severally agree to indemnify, defend and hold APPM and Buyer and their
respective directors, officers, members, managers, employees, agents, attorneys
and Affiliates harmless from and against all losses, claims,  obligations,
demands, assessments, penalties, liabilities, costs, damages, reasonable
attorneys' fees and expenses (collectively, "Damages") asserted against or
incurred by such indemnities arising out of or resulting from:





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                 (i)  a breach of any representation, warranty or covenant of
Seller or Dr. Shieman contained herein or in any Schedule or certificate
delivered hereunder; provided, however, that Seller's liability under this
subsection will not exceed the aggregate amount of $50,000; and

                 (ii)  any violation (or alleged violation) by Dr. Shieman or
Seller and/or any of its past or present directors, officers, partners,
shareholders, employees, agents, consultants and affiliates of state or federal
laws governing health care fraud and abuse (including, but not limited to,
fraud and abuse in the Medicare and Medicaid programs) occurring on or before
the Closing Date, or any overpayment or obligation (or alleged overpayment or
obligation) arising out of or resulting from claims submitted to any Payor on
or before the Closing Date.

         Section 5.2      Arbitration.  Any controversy or claim between the
parties arising out of this Agreement shall be submitted to the American
Arbitration Association for binding arbitration in San Francisco, California.
Each party shall bear their own costs of the arbitration, including any
American Arbitration Association fee, the arbitrator's fee, the costs for the
use of the facilities and attorneys' fees and expenses.  The arbitrator shall
not have the power to alter, amend, modify or change any of the terms of this
Agreement nor grant any remedy which is either prohibited by the terms of this
Agreement, or not available in a court of law.  Judgment on the arbitration
award may be entered in any court having jurisdiction over the subject matter
of the controversy.

                            ARTICLE VI MISCELLANEOUS

         Section 6.1      Survival of Representations, Warranties and
Covenants. No representations or warranties whatever are made by APPM, Seller,
Dr. Shieman and/or Buyer except as specifically set forth in this agreement, or
in any certificate, exhibit or other writing provided for in this Agreement.
The representations, warranties and covenants contained herein shall survive
the Closing with respect to APPM, Seller, Dr. Shieman and Buyer for a period of
one year from the Closing, except that any warranty with regard to the
condition of tangible assets listed under section 4.3 of this Agreement will
expire with, and be terminated and extinguished by, the Closing.

         Section 6.2      Governing Law.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING
CONFLICTS OF LAWS) OF THE STATE OF CALIFORNIA.

         Section 6.3      Entire Agreement.  This Agreement constitutes the
entire agreement between the parties pertaining to the subject matter contained
in it and supersedes all prior and contemporaneous agreements, representations,
and understandings of the parties.  No supplement, modifications, or amendment
of this Agreement will be binding unless executed in writing by all the
parties.  No waiver of any of the provisions of this Agreement will be
considered, or will constitute, a waiver of any other provision, and no wavier
will constitute a continuing waiver.  No waiver ill be binding unless executed
in writing by the party making the waiver.

         Section 6.4      Severability   If any provision of this Agreement is
held invalid or unenforceable by any court of final jurisdiction, it is the
intent of the parties that all other provisions of this agreement be construed
to remain fully valid, enforceable, and binding on the parties.

         Section 6.5      Counterparts   This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument.

         ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF APPM AND BUYER

         Section 7.1      Authorization   Buyer is a corporation duly
organized, existing and in good standing under the laws of the State of
California.  The execution of and delivery of this Agreement and the
consummation of this transaction by Buyer has been duly authorized, and no
further corporate authorization is necessary on the part of Buyer.





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         Section 7.2      Consents and Approvals   No consent, approval, or
authorization of, or declaration, filing, or registration with, any United
States federal or state governmental or regulatory authority is required to be
made or obtained by Buyer in connection with the execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated by the Agreement.

         Section 7.3      Seller's Access Charts and Records to Collect
Receivables   For six months following Closing, Buyer shall provide Seller
access to Medical Charts, Billings and any other documentation required for
Seller to determine and collect the accounts receivable based on the procedures
completed by Seller as of the date of Closing.

         Section 7.4      Preservation of Patient Charts   The integrity of the
patient charts and files shall be preserved and maintained as required by the
California Medical Board and the State of California.  Buyer recognizes that
the referring physicians may request patient charts and that the referring
physician upon receipt of the chart is responsible for storing the chart in
accordance with the rules stated herein.

         Section 7.5      Buyer's Indemnity   Buyer shall indemnify and hold
harmless Seller against, and in respect of, claims, losses, expenses, costs,
obligations, and liabilities Seller may incur by reason of Buyer's breach of or
failure to perform any of its warranties or commitments in this Agreement.


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

<TABLE>
<S>                                                         <C>
APPM:                                                       Seller:
----                                                        -------

AMERICAN PHYSICIAN PARTNERS, INC.                           BRYAN M. SHIEMAN, M.D., a sole
                                                            proprietorship d/b/a EL CAMINO CENTER 
                                                            FOR OSTEOPOROSIS and/or ECCO II


By:                                                         By:
   ------------------------------------------------            ------------------------------------------------
        Paul M. Jolas                                               Sole Proprietor
        General Counsel, Senior Vice President
        and Secretary


                                                            By:
                                                               ------------------------------------------------
                                                                    Bryan M. Shieman, M.D., Individually
Buyer:

VALLEY IMAGING PARTNERS, INC.


By:                                                
   ------------------------------------------------
        Paul M. Jolas
        General Counsel, Senior Vice President and
        Secretary
</TABLE>





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<PAGE>   8
                  SPOUSAL CONSENT TO ASSET PURCHASE AGREEMENT



June 29, 1998
Date




--------------------------------             --------------------------------
Name:  Joy L. Shieman                        --------------------------------
Spouse of Seller                             Address


I, the above consenting spouse, acknowledge that I have read the foregoing
Asset Purchase Agreement (the "Agreement") and that I know its contents.  I am
aware that by its provisions my spouse agrees to sell certain assets of ECCO
II, including my community interest in them, for $50,000 and other
consideration.  I hereby consent to the sale, approve of the provisions of the
Agreement, and agree that those assets and my interest in them are subject to
the provisions of the Agreement and that I will take no action at any time to
hinder operation of the Agreement on those assets or my interest in them.





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