<PAGE>   1





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                            ASSET PURCHASE AGREEMENT

                                  dated as of

                                  June 1, 1998

                                  by and among

                       AMERICAN PHYSICIAN PARTNERS, INC.
                           (a Delaware corporation),

                      MID ROCKLAND IMAGING PARTNERS, INC.
                           (a Delaware corporation),

                     EMPIRE STATE IMAGING ASSOCIATES, INC.
                           (a New York corporation),

                              RF MANAGEMENT CORP.
                           (a New York corporation),

                                      and

                     MODERN MEDICAL MODALITIES CORPORATION
                           (a New Jersey corporation)

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                            ASSET PURCHASE AGREEMENT


         This Asset Purchase Agreement (this "Agreement"), dated as of June 1,
1998, is by and among American Physician Partners, Inc., a Delaware corporation
("APPM"), Mid Rockland Imaging Partners, Inc., a Delaware corporation and a
wholly-owned subsidiary of APPM ("Buyer"), Empire State Imaging Associates,
Inc., a New York corporation ("Seller"), and RF Management Corp., a New York
corporation and Modern Medical Modalities Corporation, a New Jersey corporation
(collectively, the "Principal Stockholders").

                                    RECITALS

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

         B.      Buyer is a wholly-owned subsidiary of APPM.  APPM is engaged
in the business of owning, operating and acquiring the assets of, and managing
the non-medical aspects of, radiology practices and diagnostic imaging centers.

         C.      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 diagnostic imaging center known as Central Imaging
Associates, located at 1234 Central Park Avenue, Yonkers, New York (the
"Center") (which assets and rights are defined in Section 2.1 as the "Purchased
Assets"), and to assume certain liabilities of Seller relating thereto, as set
forth herein, 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
                                  DEFINITIONS

         Section 1.1      Definitions.  As used in this Agreement, the
following terms shall have the meanings set forth below:

         "Affiliate" with respect to any person shall mean a person that,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such person.

         "Agreement" shall have the meaning set forth in the preamble to this
Agreement.

         "Assumed Liabilities" shall have the meaning set forth in Section 3.1.

         "APPM" shall have the meaning set forth in the preamble to this
Agreement.

         "Best knowledge" or "to the knowledge of" and similar phrases shall
mean (i) in the case of a natural person, the particular fact was known, or not
known, as the context requires, to such person after diligent investigation and
inquiry by such person, and (ii) in the case of an entity, the particular fact
was known, or not known, as the context requires, to any Principal Stockholder,
director or executive officer of such entity after diligent investigation and
inquiry by the executive officers of such entity.

         "Business" shall have the meaning set forth in the Recitals.





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         "Buyer" shall have the meaning set forth in the preamble to this
Agreement.

         "Center" shall have the meaning set forth in the Recitals.

         "Claim Notice" shall have the meaning set forth in Section 14.3(a).

         "Closing" shall mean the closing of the transactions contemplated by
this Agreement as set forth in Article IV.

         "Closing Date" shall have the meaning set forth in Section 4.2.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Confidential Information" shall mean all trade secrets and other
confidential and/or proprietary information of the particular person,
including, but not limited to, information derived from reports, processes,
data, know-how, software programs, improvements, inventions, strategies,
compensation structures, reports, investigations, research, work in progress,
codes, marketing and sales programs and plans, financial projections, cost
summaries, formulae, contract analyses, financial information, forecasts,
confidential filings with any state or federal agency, and all other
confidential concepts, methods of doing business, ideas, materials or
information prepared or performed for, by or on behalf of such person by its
employees, officers, directors, agents, representatives, or consultants.

         "Consideration" shall have the meaning set forth in Section 4.1(a).

         "Controlled Group" shall have the meaning set forth in Section
5.19(g).

         "Damages" shall have the meaning set forth in Section 14.1.

         "Deposits" shall have the meaning set forth in Section 2.1(d)(v).

         "Election Period" shall have the meaning set forth in Section 14.3(a).

         "Employee Benefit Plans" shall have the meaning set forth in Section
5.19(a).

         "Encumbrance" shall mean 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.

         "Environmental Laws" shall have the meaning set forth in Section
5.22(e).

         "ERISA" shall have the meaning set forth in Section 5.17.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Excluded Assets" shall have the meaning set forth in Section 2.2.

         "Hospital" shall have the meaning set forth in Section 4.1(a)(ii).

         "Improvements" shall have the meaning set forth in Section 2.1(a).





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         "Indemnified Party" shall have the meaning set forth in Section
14.3(a).

         "Indemnifying Party" shall have the meaning set forth in Section
14.3(a).

         "Indemnity Notice" shall have the meaning set forth in Section
14.3(d).

         "Insurance Policies" shall have the meaning set forth in Section 5.24.

         "Intangible Assets" shall have the meaning set forth in Section
2.1(d).

         "Inventory" shall have the meaning set forth in Section 2.1(a).

         "IRS" shall mean the Internal Revenue Service.

         "Lease Assignments" shall have the meaning set forth in Section
11.1(k).

         "Lease Agreements" shall have the meaning set forth in Section 5.20.

         "Material Adverse Effect" shall mean a material adverse effect on the
assets, properties, business, operations, condition (financial or otherwise),
liabilities or results of operations of the Person or Persons being referred
to, taken as a whole, in consideration of all relevant facts and circumstances.

         "Medical Waste" shall mean (i) pathological waste, (ii) blood, (iii)
sharps, (iv) wastes from surgery or autopsy, (v) dialysis waste, including
contaminated disposable equipment and supplies, (vi) cultures and stocks of
infectious agents and associated biological agents, (vii) contaminated animals,
(viii) isolation wastes, (ix) contaminated equipment, (x) laboratory waste,
(xi) any substance, pollutant, material, or contaminant listed or regulated
under any Medical Waste Law, and (xii) other biological waste and discarded
materials contaminated with or exposed to blood, excretion, or secretions from
human beings or animals.

         "Medical Waste Laws" shall mean the following, including regulations
promulgated and orders issued thereunder, as in effect of the date hereof and
the Closing Date: (i) the MWTA, (ii) the U.S. Public Vessel Medical Waste Anti-
Dumping Act of 1988, 33 USCA Sections  2501 et seq., (iii) the Marine
Protection, Research, and Sanctuaries Act of 1972, 33 USCA Sections  1401 et
seq., (iv) The Occupational Safety and Health Act, 29 USCA Sections  651 et
seq., (v) the United States Department of Health and Human Services, National
Institute for Occupational Safety and Health, Infectious Waste Disposal
Guidelines, Publication No. 88-119, and (vi) any other federal, state,
regional, county, municipal, or other local laws, regulations, and ordinances
insofar as they are applicable to any Seller's assets or operations and purport
to regulate Medical Waste or impose requirements related to Medical Waste.

         "MWTA" shall mean the Medical Waste Tracking Act of 1988, 42 U.S.C.
Sections  6992, et seq.

         "Other Agreement" shall have the meaning set forth in Section 9.9.

         "Payors" shall mean any and all third-party payors including, but not
limited to, Medicare and Medicaid Programs (as defined in Section 5.26(a)),
insurance companies, health maintenance organizations, preferred provider
organizations, independent practice associations, hospitals, hospital systems,
integrated delivery systems, CHAMPUS, and any and all other private or
governmental entity rendering payment to Seller for professional medical or
technical services.





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         "Person" shall mean any natural person, corporation, partnership,
joint venture, limited liability company, association, group, organization or
other entity.

         "Personal Property" shall have the meaning set forth in Section
2.1(b).

         "Prepaids" shall have the meaning set forth in Section 2.1(d)(vi).

         "Purchased Assets" shall have the meaning set forth in Section 2.1.

         "Purchased Contracts" shall have the meaning set forth in Section
2.1(a).

         "Purchased Prepaids" shall have the meaning set forth in Section
2.1(d)(vi).

         "Principal Stockholders" shall mean the stockholders of Seller, RF
Management Corp. and Modern Medical Modalities Corporation.

         "Real Estate" shall have the meaning set forth in Section 2.1(a).

         "Real Property" shall have the meaning set forth in Section 2.1(a).

         "Regulated Activity" shall have the meaning set forth in Section
5.22(e).

         "Schedules" shall mean the schedules attached hereto as of the date
hereof or otherwise delivered by any party hereto pursuant to the terms hereof,
as such may be amended or supplemented from time to time pursuant to the
provisions hereof.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Seller" shall have the meaning set forth in the preamble to this
Agreement.

         "Seller Unaudited Financial Statements" shall have the meaning set
forth in Section 5.10.

         "Seller Current Balance Sheet" shall have the meaning set forth in
Section 5.10.

         "Seller Current Financial Statements" shall have the meaning set forth
in Section 5.10.

         "Seller Financial Statements" shall have the meaning set forth in
Section 5.10.

         "Seller Subsidiaries" shall have the meaning set forth in Section 5.8.

         "Tax Returns" shall include all federal, state, local or foreign
income, excise, corporate, franchise, property, sales, use, payroll,
withholding, provider, environmental, duties, value added and other tax returns
(including information returns).

         "Third Party Claim" shall have the meaning set forth in Section
14.3(a).

         "Unassumed Liabilities" shall have the meaning set forth in Section
3.1.

         Section 1.2      Rules of Interpretation.  The definitions set forth
in Section 1.1 shall be equally applicable to both the singular and the plural
forms of the terms therein defined and shall cover both genders.





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         Unless otherwise indicated "herein," "hereby," "hereunder," "hereof,"
"hereinabove," "hereinafter" and other equivalent words refer to this Agreement
and not solely to the particular Article, Section or subdivision hereof in
which such word is used.

         This Agreement occasionally omits the modifying words "all" and "any"
and the articles "the" and "an," but the fact that a modifier or an article is
absent from one statement and appears in another is not intended to affect the
interpretation of either statement.

         Unless otherwise indicated, reference herein to an Article number
(e.g., Article IV) or a Section number (e.g., Section 6.2) shall be construed
to be a reference to the designated Article number or Section number of this
Agreement.

                                   ARTICLE II
                          PURCHASE AND SALE OF ASSETS

         Section 2.1      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 assets 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 2.2 below, including, without limitation, the following assets,
rights and interests (collectively, the "Purchased Assets"):

                 (a)      Real Property and Leasehold Improvements.  All real
property including, without limitation, the real property more particularly
described in Schedule 2.1(a) attached hereto (collectively, the "Real Estate"),
and all buildings, improvements, other constructions, construction-in-progress
and fixtures (collectively, the "Improvements") now or hereafter located on the
Real Estate or owned by Seller and located on the real property subject to the
Lease Agreements (as defined in Section 5.20 hereof) (the Real Estate and
Improvements are hereinafter collectively referred to as the "Real Property"),
which includes, without limitation, all real property used in connection with
the Business together with, as they relate to the Real Property, all right,
title and interest of Seller in all options, easements, servitudes,
rights-of-way and other rights associated therewith;

                 (b)      Personal Property.  All tangible personal property
(collectively, the "Personal Property") of every kind and nature (other than
items of tangible personal property that are consumed, disposed of or held for
sale or is inventoried in the ordinary course of business), including, without
limitation, all furniture, fixtures, machinery, vehicles, owned or licensed
computer systems, and equipment, including, without limitation, the Personal
Property listed in Schedule 2.1(b) hereto;

                 (c)      Inventory.  All inventories of supplies, drugs, food,
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 2.1(c);

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

                          (i)     All patents, trademarks, 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 (the "Intellectual
Property"), including, without limitation, the items identified in Schedule
2.1(d)(i) attached hereto;





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                          (ii)    All telephone numbers used in connection with
the Business at the Center;

                          (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, and relating to any renovation or
construction on the Real Property, or the Leased Real Estate (collectively, the
"Governmental Licenses and Permits"), which Governmental Licenses and Permits
are listed in Schedule 2.1(d)(iii) attached hereto.  In the event 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) each
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 benefits, proceeds or any other amounts
payable under any policy of insurance maintained by Seller with respect to
destruction of, damage to or loss of use of any of the Purchased Assets;

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

                          (vi)    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 (subject to the prorations provided for in this
Agreement), which were made by Seller solely with respect to its operation of
the Business (the "Purchased Prepaids"), the current categories and amounts of
which are set forth in Schedule 2.1(d)(vi);

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

                          (viii)  All interests in joint ventures,
partnerships, corporations and limited liability companies, other than the
marketable and investment securities identified in Schedule 2.2 as Excluded
Assets (provided that the failure of Seller to list publicly-traded securities
in such exhibit shall not cause same to be among the Purchased Assets),
including, without limitation, the interests identified in Schedule 2.1(d)(ix)
attached hereto; and

                          (ix)    to the extent assignable, all warranties,
guarantees and covenants not to compete with respect to the Center including,
without limitation, the arrangements identified in Schedule 2.1(d)(ix);

                 (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 2.1(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 and which either
(i) involve the payment or receipt by Seller of any form of services or
consideration in any 12-month period in excess of $5,000.00 or (ii) which will
extend beyond the Closing and that are not terminable or cancelable upon 60
days notice;





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                 (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 relating to
Retained Employees (as defined in Section 12.2 hereof);

                          (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 Real Property, 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, servitudes, and other items
of record), all environmental studies, reports and information, all property
use and operational material, plans and specifications, contracts, site plans,
plats, surveys, zoning material, correspondence, and governmental material
(i.e., licenses, permits, notices, and other matters with respect to
governmental authorities), information and notices.

                 (g)      Accounts Receivable.  Accounts receivable existing as
of or arising on or subsequent to the Closing Date arising from the Center, but
specifically excluding all amounts (i) received by Seller from Central Imaging
Associates, P.C. on or before May 31, 1998, and (ii) due to Seller by Central
Imaging Associates, P.C. for money collected by Central Imaging Associates,
P.C. on or before May 31, 1998, pursuant to the License Agreement entered into
between Seller and Central Imaging Associates, P.C. dated January 1, 1996 (the
"License Agreement"); and

                 (h)      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 2.2 below).

         Section 2.2      Excluded Assets.  Notwithstanding Section 2.1(a), the
definition of "Purchased Assets" shall exclude all assets, rights and interests
identified on Schedule 2.2 (collectively, the "Excluded Assets").  The Excluded
Assets shall not be transferred by Seller to Buyer.

         Section 2.3      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 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 such deeds, bills of sale, assignments and assurances 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.





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                                  ARTICLE III
                              ASSUMED LIABILITIES

         Section 3.1      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 3.1 hereto that accrue after the Effective Time (i.e., specifically
excluding any liabilities or obligations relating to the items set forth on
Schedule 3.1 to the extent such liabilities or obligations accrued before the
Effective Time) (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, sick pay, severance pay,
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 and further specifically including any claim
by Stacy C. Trauglione); (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, sales or other tax of any kind, whether disputed or not,
attributable to Seller and/or the Center for any period or transaction through
the Closing; (f) trade payables which arise prior to the Closing; (g) claims by
any third party payor (including Medicare) or patient with respect to any
matter or billing occurring prior to the Closing; (h) any other liability or
obligation of Seller; and (i) any liability under the real property lease
between Garson Brothers 1232 L.P., as Landlord, and Seller, as tenant, for
common area maintenance (paid each year in arrears), taxes, etc., through May
31, 1998.  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 IV
                           PURCHASE PRICE AND CLOSING

         Section 4.1

                 (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").

                 (b)      Allocation of Purchase Price.  The Purchase Price
shall be allocated by Buyer and Seller in accordance with Schedule 4.1(b)
hereto.

         Section 4.2      Closing and Effective Time.  The closing of the
transactions contemplated under this Agreement (the "Closing") shall take place
at the offices of American Physician Partners, Inc., Dallas, Texas at 10:00
a.m. local time on June 15, 1998, or such other date as the parties may
mutually agree in writing.





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         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 1, 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 4.2.

         Section 4.3      Closing Deliveries.

                 (a)      Seller.  At the Closing, Seller shall execute and
deliver to Buyer: (i) a Bill of Sale ("Bill of Sale"); (ii) the documents
required to be delivered pursuant to Section 11.1 hereof; and (iii) 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: (i) the cash portion of the Consideration due and payable at Closing;
(ii) the documents required to be delivered pursuant to Section 11.2 hereof;
and (iii) such other instruments as shall be reasonably requested by Seller to
complete the assumption of the Assumed Liabilities by Buyer.

         Section 4.4      Certain Prorations.

                 (a)      The items set forth on Schedule 4.4(a) shall be
prorated or adjusted between the parties hereto as of the Effective Time.

                 (b)      At Closing, each party shall pay or credit to the
other party all sums required to effectuate the prorations and adjustments
contemplated by the provisions of this Section 4.4.  If final figures have not
been calculated on any of the adjustments, prorations or reimbursements as of
the Closing, then the parties hereto shall close this transaction using
estimated adjustments, prorations and reimbursements which shall be subject to
later readjustment when such final figures have been calculated.  The parties
hereto shall seek to determine the amounts of all prorations, adjustments and
reimbursements required hereunder on or before the Closing, if possible, and no
later than six (6) months following the Closing.

         Section 4.5      Inventory.  Seller shall cause an inventory to be
taken of the Inventory as near in time as possible to the Closing with the
results extended and adjusted through the Closing Date.  Such inventory process
shall be subject to audit.

         Section 4.6      Closing Expenses.

                 (a)      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 except for Permitted Encumbrances (as defined in Section 5.3
hereof) and  (ii) all sales, use, transfer and other taxes, if any, required by
or imposed as a result of the transactions contemplated hereby.

                 (b)      Seller shall be responsible for paying all prepayment
penalties and all other costs of any kind whatsoever associated with the
payment of the mortgages on the properties referenced in Schedule 2.1(a) and
2.1(b).





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                 (c)      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 V
      REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPAL STOCKHOLDERS

         As an inducement to APPM and to Buyer to enter into this Agreement,
Seller and each Principal Stockholder represents and warrants to APPM and to
Buyer as of the Closing Date as follows:

         Section 5.1      Organization and Good Standing; Qualification.
Seller is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation, with all requisite corporate
power and authority to own, operate and lease, its assets and properties and to
carry on its business as currently conducted and as now contemplated, to
execute and deliver this Agreement and to consummate the transactions
contemplated by this Agreement.  Seller is not required to be qualified as a
foreign corporation in any other state or jurisdiction.

         Section 5.2      Authorization and Validity.  Seller and the Principal
Stockholders here all requisite corporate 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 the Principal
Stockholders of this Agreement and the agreements contemplated herein, and the
consummation by Seller and the Principal Stockholders of the transactions
contemplated hereby and thereby are within Seller's and the Principal
Stockholders' respective corporate powers and have been duly authorized by all
necessary action on the part of Seller's and the Principal Stockholders' Board
of Directors.  This Agreement has been duly executed by Seller and the
Principal Stockholders, and this Agreement and all other agreements and
obligations entered into and undertaken in connection with the transactions
contemplated hereby to which Seller and the Principal Stockholders are a party
constitute, or upon execution will constitute, valid and binding agreements of
Seller and the Principal Stockholders, 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 5.3      Title to Purchased Assets.

                 (a)      Schedule 5.3(a) hereto sets forth a true, correct and
complete list of any charge, claim, community property interest, condition,
equitable interest, earnout amount, 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 shall immediately prior to the Closing have
good, clear, record and marketable title to, or valid leasehold interests in,
all of the Purchased Assets, free and clear of all Encumbrances, except as set
forth in Schedule 5.3(b) hereto (the "Permitted Encumbrances"), and, subject to
the Permitted Encumbrances, Seller shall, at the time of the Closing have full
power and right to sell, assign and deliver the Purchased Assets in accordance
with the terms of 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, except for the Permitted Encumbrances.  Except for Excluded
Assets, there are no material assets used in the Business which are not
Purchased Assets.

         Section 5.4      Condition of Tangible Assets.  Except as set forth on
Schedule 5.4, 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





                                       10
<PAGE>   12
all applicable laws, ordinances, orders, regulations and other requirements
(including, without limitation, applicable occupational safety and health laws
and regulations) relating thereto currently in effect.

         Section 5.5      Consents and Approvals.  Except as set forth on
Schedule 5.5, 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 its execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.

         Section 5.6      Governmental Authorization.  Except as expressly set
forth in Schedule 5.6, and other than consents, filings or notifications
required to be made or obtained by Buyer or APPM, the execution, delivery and
performance by Seller of this Agreement and the agreements provided for herein,
and the consummation of the transactions contemplated hereby and thereby by
Seller require no action by or in respect of, or filing with, any governmental
body, agency, official or authority.

         Section 5.7      Continuity of Business Enterprise.  Except as set
forth in Schedule 5.7, there has not been any sale, distribution or spin-off of
significant assets of Seller other than in the ordinary course of business
within the (2) two years preceding the date of this Agreement.

         Section 5.8      Subsidiaries and Investments.  Except as set forth in
Schedule 5.8, Seller does not own, directly or indirectly, any capital stock or
other equity, ownership or proprietary interest in any corporation,
partnership, association, trust, joint venture or other entity (each a "Seller
Subsidiary").

         Section 5.9      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 5.6
and Schedule 5.9 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 by which Seller or its properties are subject to or bound; (iv)
except as set forth in Schedule 5.9, 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 is a party or by which Seller or any of its
properties are subject to or bound; and (v) will not create any Encumbrance or
restriction upon any of the assets or properties of Seller.

         Section 5.10     Seller Financial Statements.  Attached hereto as
Schedule 5.10 are (i) the unaudited consolidated balance sheet of Seller as of
December 31, 1997 and the related statements of income, stockholders' equity
and statements of cash flows of Seller for the year ended December 31, 1997
(collectively, the "Seller Unaudited Financial Statements") and (ii) the
unaudited consolidated balance sheet of Seller as of April 30, 1998 (the
"Seller Current Balance Sheet") and the related statements of income,
stockholders' equity and statements of cash flows of Seller for the four (4)
month period then ended (collectively, the "Seller Current Financial
Statements").  Seller Unaudited Financial Statements and Seller Current
Financial Statements are sometimes collectively referred to herein as the
"Seller Financial Statements".  Seller Unaudited Financial Statements (a) have
been prepared in accordance with generally accepted accounting principles
consistently applied (except as may be indicated therein or in the notes
thereto), (b) present fairly the financial position of Seller as of the dates
indicated and present fairly the results of Seller's operations for the periods
then ended, and (c) are in accordance with the books and records of Seller,
which have been properly maintained and are complete and correct in all
material respects.  Seller Current Financial Statements present fairly the
financial position of Seller as at the dates thereof and the results of its
operations and changes in financial position for the periods then ended,
subject to





                                       11
<PAGE>   13
normal year-end adjustments (the effect of which will not individually or in
the aggregate result in a Material Adverse Effect on Seller) and lack of
footnotes thereto.  Seller has made directly all payments to its creditors,
vendors, service providers, etc., and such payments have been reflected on
Seller's books and records.

         Section 5.11     No Undisclosed Liabilities.  Except as listed in
Schedule 5.11 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
reflected or reserved against in Seller's Current Balance Sheet.

         Section 5.12     Litigation and Claims.  Except as listed in Schedule
5.12 hereto, there are no claims, lawsuits, actions, arbitrations,
administrative or other proceedings, governmental investigations or inquiries
pending, or affecting, or to the knowledge of Seller threatened against, or
affecting Seller, any Principal Stockholder, or any employee(s) or other
individual affiliated with Seller affecting or that could affect the
operations, business condition, (financial or otherwise), or results of
operations or the prospects of Seller, the Business or the Center which (i) if
successful, may, individually or in the aggregate, have a Material Adverse
Effect on Seller, the Business or the Center or (ii) could adversely affect the
ability of Seller to effect the transactions contemplated hereby, and there is
no basis for any such action or any state of facts or occurrence of any event
which might give rise to the foregoing.  There are no unsatisfied judgments
against Seller or any employee or other individual affiliated with Seller
relating to services provided on behalf of Seller or any consent decrees to
which any of the foregoing is subject.  Except as set forth in Schedule 5.12,
each of the matters, if any, set forth in Schedule 5.12 is fully covered by
policies of insurance of Seller as in effect on the date hereof.

         Section 5.13     No Violation of Law.  Seller has not been, nor shall
be as of the Closing Date (by virtue of any action, omission to act, contract
to which it is a party or any occurrence or state of facts whatsoever), in
violation of any applicable local, state or federal law, ordinance, regulation,
order, injunction or decree, or any other requirement of any governmental body,
agency, authority or court binding on it, or relating to its properties, assets
or business or its advertising, sales or pricing practices, except for
violations which reasonably, individually or in the aggregate, would not have a
Material Adverse Effect on Seller.

         Section 5.14     Contracts and Commitments.

                 (a)      Schedule 5.14 contains a true, accurate and complete
list, and Seller has delivered to APPM true and complete copies, of each
contract, agreement and other instrument (other than insurance contracts
identified in Schedule 5.24 or Lease Agreements identified in Schedule 5.20 to
which Seller is a party or by which it or any of its properties or assets are
bound including, without limitation, (i) all agreements between Seller, on the
one hand, and any Payor, government entity, provider, hospital, health
maintenance organization, other managed care organization or other third-party
provider, on the other hand, relating to the provision of medical, diagnostic
imaging or consulting services, treatments, patient referrals or other similar
activities, (ii) all indentures, mortgages, notes, loan or credit agreements
and other agreements and obligations relating to the borrowing of money or to
the direct or indirect guarantee or assumption of obligations of third parties
requiring Seller to make, or setting forth conditions under which Seller would
be required to make, aggregate future payments in excess of $5,000 in any
fiscal year or $10,000 in the aggregate, (iii) all agreements for capital
improvements or acquisitions involving an amount of $5,000 in any fiscal year
or $10,000 in the aggregate, (iv) all agreements containing a covenant limiting
the freedom of Seller (or any provider employee of Seller) to compete in any
line of business with any person or entity or in any geographic area or (v) all
written contracts and commitments to which aggregate future payments by Seller
in excess of $5,000 in any fiscal year or $10,000 in the aggregate and that are
not cancelable by providing notice of sixty (60) days or less.  Except as noted
in Schedule 5.24, all such contracts, agreements or other instruments are in
full force and effect, there has been no threatened cancellation thereof, there
are no outstanding disputes thereunder, each is with unrelated third parties
and was entered into on an arms-length basis in the ordinary course of business
and, assuming the receipt of the





                                       12
<PAGE>   14
appropriate consents, each constituting an Assumed Contract will continue to be
binding in accordance with their terms after consummation of the transaction
contemplated herein; except as noted in Schedule 5.24, there are no contracts,
agreements or other instruments to which Seller is a party or is bound (other
than physician employment contracts and insurance policies) which could either
singularly or in the aggregate have a Material Adverse Effect on the value to
Buyer of the Purchased Assets, or which could inhibit or prevent Seller from
transferring to or vesting in Buyer good and sufficient title to the Purchased
Assets.  For each of the Assumed Liabilities, in every instance where consent
is necessary, Seller shall, on or before the Closing Date, obtain and deliver
to Buyer in writing, effective as of the Closing Date, such consents as are
necessary to effect a valid and binding transfer or assignment so as to enable
Buyer to enjoy all of the rights now enjoyed by Seller under such contracts.
Said consent shall be in a form acceptable to Buyer and shall contain an
acknowledgment by the consenting party that Seller has fully complied with and
is not in default under any provision of the particular contract or agreement.
Notwithstanding the foregoing, Seller shall not transfer to Buyer any contracts
or agreements relating to the provision of professional medical services or
other such agreements and contracts that Buyer consents to in writing to be
retained by Seller.  Except as set forth in Schedule 5.14, no contract with a
health care provider or Payor has been materially amended or terminated within
the last twelve (12) months.

                 (b)      Except as disclosed in Schedule 5.14, (i) Seller has
not received notice of any plan or intention of any other party to exercise any
right to cancel or terminate such contract, agreement or instrument, and Seller
is not aware of any fact(s) that would justify the exercise of such a right;
and (ii) Seller does not currently contemplate, or have reason to believe any
other Person currently contemplates, any amendment or change to any such
contract, agreement or instrument.

         Section 5.15     No Brokers.  Seller has not entered into and will not
enter into any agreement, arrangement or understanding with any person or firm
which will result in the obligation of Buyer to pay any finder's fee, brokerage
commission or similar payment.

         Section 5.16     No Other Agreements to Sell the Assets of the
Seller's Business.  Seller does not have any legal obligation, absolute or
contingent, to any other individual or entity to sell any of the Purchased
Assets (other than agreements for the sale of Inventory in the ordinary
course), or to effect any sale of the Center or to enter into any agreement
with respect thereto.

         Section 5.17     Employee Matters.

                 (a)      Employment Contracts.  Except as set forth in
Schedule 5.17, Seller is not currently a party to any employment contract
(except for oral employment agreements which are terminable at will),
consulting or collective bargaining contracts, deferred compensation, pension
(as defined in Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended, and all rules and regulations from time to time promulgated
thereunder ("ERISA")), profit sharing, bonus, stock option, stock purchase or
other nonqualified benefit or compensation commitments, benefit plans,
arrangements or plans (whether written or oral), including all welfare plans
(as defined in Section 3.1 of ERISA) of or pertaining to Seller and any of its
present or former employees, or any predecessors in interest.

                 (b)  Employees.  As of May 31, 1998, Seller employed a
collective total of fourteen (14) full-time employees.  Schedule 5.17 lists
each employee of, or consultant to, Seller who received combined salary,
benefits and bonuses for 1997 in excess of $25,000 or who is expected to
receive combined salary, benefits and bonuses in 1998 in excess of $25,000.
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.
None of Seller's employees holds or is required to hold a
professional/technical license under federal or state law.





                                       13
<PAGE>   15
                 (c)      Severance Arrangements.  Except as set forth on
Schedule 5.17(c), 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 5.18     Labor Relations.  Except to the extent set forth in
Schedule 5.18:

                 (a)      Except as set forth on Schedule 5.18(a), to the
knowledge of Seller, no executive, key employee or group of employees has any
plans to terminate employment with Seller, except by reason of terminating such
relationship by becoming an employee of Buyer in connection with Buyer's
purchase of the Center pursuant hereto;

                 (b)      There is no unfair labor practice, charge or
complaint or any other employment-related matter against or involving Seller
pending or threatened before the National Labor Relations Board or any federal,
state or local agency, authority or court;

                 (c)      Except as set forth in Schedule 5.18(c), there are no
charges, investigations, administrative proceedings or formal complaints of
discrimination (including discrimination based upon sex, age, marital status,
race, national origin, the making of workers' compensation claims, sexual
preference, handicap or veteran status) pending or threatened before the Equal
Employment Opportunity Commission or any federal, state or local agency or
court against Seller.  There have been no governmental audits of the equal
employment opportunity practices of Seller and no basis for any such audit
exists which, if conducted would result in a Material Adverse Effect on Seller;

                 (d)      Except as set forth in Schedule 5.18(d), to Seller's
and each Principal Stockholders' knowledge, there are no inquiries,
investigations or monitoring activities of any licensed, registered, or
certified professional personnel employed or retained by, credentialed or
privileged, or otherwise affiliated with Seller pending or threatened by any
state professional board or agency charged with regulating the professional
activities of health care practitioners.

         Section 5.19     Employee Benefit Plans.

                 (a)      Identification.  Schedule 5.19 contains a complete
and accurate list of all employee benefit plans (within the meaning of Section
3(3) of ERISA) sponsored by Seller or to which Seller contributes on behalf of
its employees and all employee benefit plans previously sponsored or
contributed to on behalf of its employees within the three years preceding the
date hereof (the "Employee Benefit Plans").  Seller has provided to Buyer
copies of all plan documents (as they may have been amended to the date
hereof), determination letters, pending determination letter applications,
trust instruments, insurance contracts or policies related to an Employee
Benefit Plan, administrative services contracts, annual reports, actuarial
valuations, summary plan descriptions, summaries of material modifications,
administrative forms and other documents that constitute a part of or are
incident to the administration of the Employee Benefit Plans.  In addition,
Seller has provided or made available to Buyer a written description of all
existing practices engaged in by Seller that constitute Employee Benefit Plans.
Except as set forth in Schedule 5.19(a) subject to the requirements of ERISA,
each of the Employee Benefit Plans can be terminated or amended at will by
Seller without any further liability or obligation on the part of such entity
to make further contributions or payments in connection therewith following
such termination.  Except as set forth in Schedule 5.19(a), no unwritten
amendment exists with respect to any Employee Benefit Plan.

                 (b)      Administration.  Each Employee Benefit Plan has been
administered and maintained in compliance with all applicable laws, rules and
regulations, except where the failure to be in compliance would not,
individually or in the aggregate, result in a Material Adverse Effect.





                                       14
<PAGE>   16
                 (c)      Examinations.  Except as set forth in Schedule
5.19(c), Seller has not received any notice that any Employee Benefit Plan is
currently the subject of an audit, investigation, enforcement action or other
similar proceeding conducted by any state or federal agency or authority.

                 (d)      Prohibited Transactions.  No prohibited transactions
(within the meaning of Section 4975 of the Code or Section 406 of ERISA) have
occurred with respect to any Employee Benefit Plan.  There has been no breach
of any duty under ERISA or applicable law (including, without limitation, any
health care contractor requirements or any other tax law requirements, or
conditions to favorable tax treatment, applicable to such plan), which could
result, directly or indirectly, (including through any obligation of
indemnification or contribution), in any taxes, penalties or other liability to
APPM or any of its Affiliates.

                 (e)      Claims and Litigation.  Except as set forth in
Schedule 5.19(e), no pending or threatened, claims, suits or other proceedings
exist with respect to any Employee Benefit Plan other than normal benefit
claims filed by participants or beneficiaries.

                 (f)      Qualification.  Seller has received a favorable
determination letter or ruling from the IRS for each of the Employee Benefit
Plans intended to be qualified within the meaning of Section 401(a) or
501(c)(9) of the Code and/or tax-exempt within the meaning of Section 501(a) of
the Code and, to the best knowledge of Seller and each Principal Stockholder,
has been continually qualified under the applicable Section of the Code since
the effective date of such Employee Benefit Plan.  No proceedings exist or have
been threatened that could result in the revocation of any such favorable
determination letter or ruling.

                 (g)      Funding Status.  Except as set forth in Schedule
5.19(g), no accumulated funding deficiency (within the meaning of Section 412
of the Code), whether waived or unwaived, exists with respect to any Employee
Benefit Plan or any plan sponsored by any member of a controlled group (within
the meaning of Section 412(n)(6)(B) of the Code) in which Seller is a member (a
"Controlled Group").  Except as set forth in Schedule 5.19(g), with respect to
each Employee Benefit Plan subject to Title IV of ERISA, the assets of each
such plan are at least equal in value to the present value of accrued benefits
determined on an ongoing basis as of the date hereof.  With respect to each
Employee Benefit Plan described in Section 501(c)(9) of the Code, the assets of
each such plan are at least equal in value to the present value of accrued
benefits, based upon the most recent actuarial valuation as of a date no more
than ninety (90) days prior to the date hereof.  Schedule 5.19(g) contains a
complete and accurate statement of all actuarial assumptions applied to
determine the present value of accrued benefits under all Employee Benefit
Plans subject to actuarial assumptions.

                 (h)      Excise Taxes.  Neither Seller nor any member of a
Controlled Group has any liability to pay excise taxes with respect to any
Employee Benefit Plan under applicable provisions of the Code or ERISA.

                 (i)      Multiemployer Plans.  Neither Seller nor any member
of a Controlled Group is or ever has been obligated to contribute to a
multiemployer plan within the meaning of Section 3(37) of ERISA or any other
Employee Benefit Plan which has been subject to Title IV of ERISA or Section
412 of the Code.

                 (j)      PBGC.  No facts or circumstances exist that would
result in the imposition of liability against APPM, Buyer or any of its
Affiliates by the Pension Benefit Guaranty Corporation ("PBGC") as a result of
any act or omission by Seller or any member of a Controlled Group.  No
reportable event (within the meaning of Section 4043 of ERISA) for which the
notice requirement has not been waived has occurred with respect to any
Employee Benefit Plan subject to the requirements of Title IV of ERISA.

                 (k)      Retirees.  Seller has no obligation or commitment to
provide medical, dental or life insurance benefits to or on behalf of any of
its employees who may retire or any of its former employees who have





                                       15
<PAGE>   17
retired except as may be required pursuant to the continuation of coverage
provisions of Section 4980B of the Code and the applicable provisions of ERISA.

                 (l)      Other Compensation Arrangements.  Except as set forth
in Schedule 5.19(i), neither Seller nor any Principal Stockholder is a party to
any compensation or debt arrangement with any person relating to the provision
of health care related services other than arrangements with Seller.

         Section 5.20     Lease Agreements.  Schedule 5.20 contains a true,
accurate and complete list of all the lease agreements and license agreements
to which Seller is a party and pursuant to which Seller leases (whether as
lessor or lessee) or licenses (whether as licensor or licensee) any real or
personal property related to the operation of the Center and which requires
payments in excess of $10,000 per year (the "Lease Agreements").  Seller has
delivered to Buyer true and complete copies of all of the Lease Agreements.
Each Lease Agreement is valid, effective and in full force in accordance with
its terms, and there is not under any such lease (i) any existing or claimed
material default by Seller or event of material default or event which with
notice or lapse of time, or both, would constitute a material default by Seller
and, individually or in the aggregate, may reasonably result in a Material
Adverse Effect on the Center, or (ii) any existing material default by any
other party under any of the Lease Agreements or, to the knowledge of Seller,
any event of material default or event which with notice or lapse of time, or
both, would constitute a material default by any such party.  There is no
pending or threatened reassessment of any property covered by the Lease
Agreements.  Seller has obtained the consent of each landlord or lessor whose
consent is required to the assignment of the Lease Agreements and has delivered
to Buyer in writing such consents as are necessary to effect a valid and
binding transfer or assignment of Seller's rights thereunder.  Seller has a
good, clear, valid and enforceable leasehold interest under each of the Lease
Agreements.  The Lease Agreements are in compliance with all applicable safe
harbor provisions promulgated by the Department of Health and Human Services in
connection with the enforcement of the federal Fraud and Abuse Statute, 42 CFR
Part 1001 and any similar applicable state law safe harbor or other exemption
provisions.

         Section 5.21     Real and Personal Property.

                          (i)     Except as set forth in Schedule 2.1(a),
Seller does not own interest (other than the Lease Agreements) in real
property.

                          (ii)    Except as set forth in Schedule 5.3(b),
Seller (i) has good and marketable title to all of its properties and assets
(real, personal and mixed, tangible and intangible) and any rights or interests
therein which it purports to own including, without limitation, all the
property and assets reflected in Seller Financial Statements; and (ii) owns
such rights, interests, assets and property free and clear of all Encumbrances,
title defects or objections (except for taxes not yet due and payable).  Seller
Financial Statements reflect all personal property used in connection with the
operation of the business subject to disposition in the ordinary course of
business and such personal property are the necessary assets to continue
operation of Seller.

         Section 5.22     Environmental Matters.

                 (a)      Seller has not, within the three (3) years preceding
the date hereof, through the Effective Time, received from any federal, state
or local governmental body, agency, authority or entity, or any other Person,
any written notice, demand, citation, summons, complaint or order or any notice
of any penalty, lien or assessment, and no investigation or review is pending
by any governmental entity, with respect to any (i) alleged violation by Seller
of any Environmental Law (as defined in subsection (e) below) (ii) alleged
failure by Seller to have any environmental permit, certificate, license,
approval, registration or authorization required pursuant to any Environmental
Law in connection with the conduct of its business; or (iii) alleged illegal
Regulated Activity (as defined in subsection (f) below) by Seller.





                                       16
<PAGE>   18
                 (b)      Neither Seller nor any Seller Subsidiary has used,
transported, disposed of or arranged for the disposal of (as those terms are
defined in and construed under the Comprehensive Environmental Response,
Compensation and Liability Act) any Hazardous Substance (as defined herein)
that would give rise to any Environmental Liabilities (as defined in subsection
(e) below) for Seller under any applicable Environmental Law that had, or could
likely have, a Material Adverse Effect on Seller.  Neither Seller nor any
Seller Subsidiary has engaged in any activity or failed to undertake any
activity which action or failure to act has given, or could likely give, rise
to any Environmental Liabilities or enforcement action by any federal, state or
local regulatory agency or authority, or has resulted, or could likely result,
in any fine or penalty imposed pursuant to any Environmental Law.  Schedule
5.22(b) discloses any known presence of asbestos in or on Seller's or any
Seller Subsidiary's owned or leased premises.  There is no friable asbestos in
or on Seller's or any Seller Subsidiary's owned or leased premises.

                 (c)      To Seller's and each Principal Stockholder's
knowledge, no soil or water in or under any assets currently or formerly held
for use or sale by Seller or any Seller Subsidiary is or has been contaminated
by any Hazardous Substance while such assets or premises were owned, leased,
operated or managed, directly or indirectly by Seller or any Seller Subsidiary
where such contamination had, or could likely have, a Material Adverse Effect
on Seller.

                 (d)      Schedule 5.22(d) contains a list of all environmental
audits and other similar reports which have been prepared by, for or concerning
Seller or any Seller Subsidiary within the five (5) years preceding the date
hereof through the Effective Time with respect to any real property now or
previously owned or leased by Seller, any Seller Subsidiary or any of its
predecessors, true and complete copies of which have been provided to Buyer.

                 (e)      For the purposes of this Section 5.22, the following
terms have the following meanings:

                 "Environmental Laws" shall mean any and all domestic federal,
         state and local laws (including case law), regulations, ordinances,
         rules, judgments, orders, decrees, codes, injunctions and permits
         relating to the environment or to emissions, discharges or releases of
         Hazardous Substances into the environment or otherwise relating to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport or handling of Hazardous Substances or the
         clean-up or other remediation thereof.

                 "Environmental Liabilities" shall mean all liabilities of
         Seller or any Seller Subsidiary, whether contingent or fixed, which
         (i) have arisen, or could likely arise, under Environmental Laws and
         (ii) relate to actions occurring or conditions existing on or prior to
         the date hereof or the Effective Time.

                 "Hazardous Substances" shall mean any air pollution, toxic,
         radioactive, caustic or otherwise hazardous substance regulated by any
         Environmental Law, (including but not limited to, (i) Medical Waste
         and (ii) petroleum, its derivatives, by-products and other
         hydrocarbons), and any material constituent elements thereof
         displaying any of the foregoing characteristics.

                 "Regulated Activity" shall mean any generation, treatment,
         storage, recycling, transportation, disposal or release of any
         Hazardous Substances.

         Section 5.23     Filing Reports.  All returns, reports, plans and
filings of any kind or nature necessary to be filed by Seller with any
governmental agency or authority have been properly completed and timely filed
in compliance with all applicable requirements, except where failure to so file
would not have a Material Adverse Effect on Seller.





                                       17
<PAGE>   19
         Section 5.24     Insurance Policies.  Schedule 5.24 lists and briefly
describes Seller's policies of insurance to which Seller or any Affiliate is a
party or under which Seller or any Affiliate, officer or director thereof is or
has been covered at any time during the last five (5) years preceding the date
of this Agreement relating to the business of Seller or any of its Affiliates
(the "Insurance Policies").  Except as set forth in Schedule 5.24, all of the
Insurance Policies are issued by insurers that are financially sound and
reputable, and are valid, outstanding and enforceable policies, except as may
be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies and all
premiums with respect thereto are currently paid.  All Insurance Policies
currently maintained by Seller or any Affiliate thereof ("Current Policies")
taken together, (i) provide adequate insurance coverage for the assets,
properties and operations of Seller and its Affiliates for all risks normally
insured against by a Person carrying on a substantially similar business or
businesses as Seller and its Affiliates, (ii) are sufficient for compliance
with legal and contractual requirements to which Seller or any of its
Affiliates is a party or by which any of them may be bound, and (iii) shall be
maintained in force (including the payment of all premiums and compliance with
their terms without interruption) up to and including the Closing Date.  True,
complete and correct copies of all Insurance Policies have been provided to
APPM.  Except as set forth in Schedule 5.24, neither Seller nor any of its
Affiliates nor any officer or director thereof has received any notice or other
communication from any issuer of any Current Policy canceling such policy,
materially increasing any deductibles or retained amounts thereunder, or
materially increasing the annual or other premiums payable thereunder and, to
the knowledge of Seller and each Principal Stockholder, no such cancellation or
increase of deductibles, retainages or premiums is threatened.  Except as set
forth in Schedule 5.24, there are no outstanding claims, settlements or
premiums owed against any Insurance Policy, and all have been given and all
potential or actual claims under any Insurance Policy have been presented in
due and timely fashion.  Except as set forth in Schedule 5.24, since January 1,
1993, neither Seller nor any Affiliate thereof has filed a written application
for any professional liability insurance coverage which has been denied by an
insurance agency or carrier.  Schedule 5.24 also sets forth a list of all
claims under any Insurance Policy in excess of $10,000 per occurrence filed by
Seller or any Affiliate thereof during the immediately preceding three-year
period.

         Section 5.25     Accounts Receivable; Payors.

                 (a)      Attached hereto as Schedule 5.25(a) is a list and
aging of all accounts receivable of Seller as of April 30, 1998, which list is
complete, true and accurate in all material respects.  All such accounts
receivable arose in the ordinary course of business and have not been
previously written off as bad debts and, are, to the extent still uncollected,
collectible in the ordinary course of business, net of reserves for doubtful
and uncollectible accounts shown in Seller Financial Statements or on the
accounting records of Seller (which reserves are adequate and calculated
consistent with past practice).  Notwithstanding the foregoing, nothing shall
be construed hereunder as a guarantee by Seller of the collectibility of the
accounts receivable.

                 (b)      Schedule 5.25(b) 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 5.25(b), 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 5.26     Accounts Payable; Suppliers.

                 (a)      Attached hereto as Schedule 5.26(a) is a true and
complete (i) list of the accounts payable of Seller as of May 15, 1998, and
(ii) list of each individual indebtedness of $2,500 or more, setting forth the
payee and the amount of indebtedness.





                                       18
<PAGE>   20
                 (b)      Schedule 5.26(b) sets forth a true, correct and
complete list of the names and addresses of each of the providers/suppliers of
products or services to Seller (including, without limitation all non-Physician
Employee providers of care to patients) which accounted for a dollar volume of
purchases paid for by Seller in excess of $2,500 for the fiscal year ended
December 31, 1997, or which is reasonably expected to account for a dollar
volume of purchases paid for by Seller in excess of $2,500 for the fiscal year
ended December 31, 1998.

         Section 5.27     Inventory.  All items of inventory on Seller Current
Balance Sheet contained in Seller Financial Statements consisted, and all such
items on hand on the date of this Agreement consist, and all such items on hand
at the Effective Time will consist, net of all applicable reserves with respect
thereto (calculated consistent with past practice), of items of a quality and a
quantity usable and saleable in the ordinary course of Seller's business and
conform to generally accepted standards in the industry of which Seller is a
part.  The value of the inventories reflected on Seller Current Balance Sheet
contained in Seller Financial Statements are net of adequate reserves for
damaged, excess, and unusable items.  Purchase commitments of Seller for
inventory are not materially in excess of normal requirements, and none of such
purchase commitments are at prices in excess of prevailing market prices at the
time of such purchase commitment.

         Section 5.28     Licenses, Authorization and Provider Programs.

                 (a)      Except as listed in Schedule 5.28(a), Seller, the
Center, and each other licensed employee or independent contractor of Seller,
other than any physicians providing professional medical services at the
Center, (i) is the holder of all valid licenses, approvals, orders, consents,
permits, registrations, qualifications and other rights and authorizations
required by law, ordinance, regulation or ruling of any governmental regulatory
authority necessary to operate the Business and (ii) is certified for
participation under Titles XVIII and XIX of the Social Security Act (the
"Medicare and Medicaid Programs") (Medicare and Medicaid Programs and such
other similar federal, state or local reimbursement or governmental programs
for which Seller is eligible are hereinafter referred to collectively as the
"Governmental Programs") and has current provider numbers for such Governmental
Programs and with such private non-governmental programs (including without
limitation any private insurance program) under which Seller is presently
receiving payments directly or indirectly from any Payor for patient care (such
non-governmental programs herein referred to as "Private Programs").  A true,
correct and complete list of such licenses, permits and other authorizations,
and provider agreements, is set forth in Schedule 5.28(a), true, complete and
correct copies of which have been provided to APPM.  No violation, default,
order or deficiency exists with respect to any of the items listed in Schedule
5.28(a) except for such violations, defaults, orders or deficiencies which
would not be reasonably likely to have a Material Adverse Effect on Seller, and
there is no action pending or recommended by any state or federal agencies
having jurisdiction over the items listed in Schedule 5.28(a), either to
revoke, withdraw or suspend any material license or to terminate the
participation of Seller in any Governmental Program or Private Program, and no
event has occurred which, with or without notice or lapse of time, or both,
would constitute grounds for a violation, order or deficiency with respect to
any of the items listed in Schedule 5.28(a) or to revoke, withdraw or suspend
any material license to operate its business as is presently being conducted by
it.  To the knowledge of Seller, there has been no decision not to renew any
existing agreement with any provider or Payor relating to the Center as
presently being conducted by it.  Except as set forth in Schedule 5.28(a) or
Schedule 5.12 hereof, neither Seller nor Center (i) has had its professional
license or Medicare/Medicaid provider status suspended, relinquished,
terminated or revoked, (ii) has been reprimanded, sentenced, or disciplined by
any licensing board, state agency, regulatory body or authority, hospital,
Payor or specialty board, or (iii) has had a final judgment or settlement
entered against it in connection with a malpractice or similar action.

                 (b)      Except as set forth in Schedule 5.28(b), neither
Seller nor the Center have been required, or for the 72-month period prior to
the Effective Time was not required, to file any cost reports or other reports
with any Governmental Program or Private Program.





                                       19
<PAGE>   21
         Section 5.29     Inspections and Investigations.  Neither the right of
Seller, the Center, nor the right of any licensed professional or other
individual affiliated with Seller to receive reimbursements pursuant to any
Governmental Program or Private Program has been terminated or otherwise
materially and adversely affected as a result of any investigation or action
whether by any federal or state governmental regulatory authority or other
third party.  To Seller's and each Principal Stockholder's knowledge, no
licensed professional or other individual affiliated with the Center has,
during the past three (3) years prior to the Effective Time, had their license
suspended or revoked by any governmental regulatory authority or agency,
hospital, integrated delivery system,  trade association, professional review
organization, accrediting organization or certifying agency.  True, correct and
complete copies of all reports, correspondence, notices and other documents
relating to any matter described or referenced in Schedule 5.29 have been
provided to Buyer.

         Section 5.30     Proprietary Rights and Information.

                 (a)      Set forth in Schedule 5.30(a) is a complete and
accurate list and summary description of the following:  (i) all trademarks
(registered and unregistered), trade-names, service marks and other trade
designations, including common law rights, registrations and applications
therefor, currently owned in whole or part, or used by Seller or any of its
affiliates, (ii) all patents and applications therefor and inventories and
discoveries that may be patentable currently owned, in whole or in part, or
used by Seller or any of its affiliates, (iii) all licenses, royalties, and
assignments thereof to which Seller or any of its Affiliates are a party (iv)
all copyrights (for published and unpublished works) currently owned in whole
or part, or used by Seller or any of its Affiliates and (v) other similar
agreements relating to the foregoing to which Seller or any of its affiliates
is a party (including expiration date if applicable) (collectively, the
"Proprietary Rights").

                 (b)      Schedule 5.30(b) contains a complete and accurate
list and summary description of all agreements relating to technology, trade
secrets, know-how or processes that Seller is licensed or authorized to use by
others (other than technology, know-how or processes generally available to
other health care providers) or which it licenses or authorizes others to use,
true, correct and complete copies of which have been provided to Buyer or APPM.
There are no outstanding and, to Seller's knowledge, any threatened disputes or
disagreements with respect to any such agreement.

                 (c)      Seller owns or has the legal right to use the
Proprietary Rights without conflicting with, infringing or violating the rights
of any other person.  Except as disclosed in Schedule 5.30(c), no consent of
any person will be required for the use thereof by Buyer or APPM upon
consummation of the transactions contemplated hereby and the Proprietary Rights
are freely transferable.  No claim has been asserted by any person to the
ownership of or for infringement by Seller of any Proprietary Right of any
other Person, and neither Seller nor any Principal Stockholder is aware of any
valid basis for any such claim.  To the best knowledge of Seller, no
proceedings have been threatened which challenge the Proprietary Rights of
Seller.  Seller has the right to use, free and clear of any adverse claims or
rights of others all trade secrets, customer lists and proprietary information
required for the performance and marketing of all merchandise and services
formerly or presently sold or marketed by them.

         Section 5.31     Taxes.

                 (a)      Filing of Tax Returns.  Seller has duly and timely
filed (in accordance with any extensions duly granted by the appropriate
governmental agency, if applicable) with the appropriate governmental agencies
all Tax Returns and reports required to be filed by the United States or any
state or any political subdivision thereof or any foreign jurisdiction.  All
such Tax Returns or reports are complete and accurate in all material respects
and properly reflect the taxes of Seller for the periods covered thereby.





                                       20
<PAGE>   22
                 (b)      Payment of Taxes.  Except for such items as Seller
may be disputing in good faith by proceedings in compliance with applicable
law, which are described in Schedule 5.31(b), (i) Seller has paid all taxes,
penalties, assessments and interest that have become due with respect to any
Tax Returns that it has filed and has properly accrued on its books and records
in accordance with generally accepted accounting principles for all of the same
that have not yet become due and payable and (ii) Seller is not delinquent in
the payment of any tax, assessment or governmental charge.

                 (c)      No Pending Deficiencies, Delinquencies, Assessments
or Audits.  Except as set forth in Schedule 5.31(c), Seller has not received
any notice that any tax deficiency or delinquency has been asserted against
Seller or to the best knowledge of Seller, there is no threat of such
assertion.  There is no unpaid assessment, proposal for additional taxes,
deficiency or delinquency in the payment of any of the taxes of Seller that
could be asserted by any taxing authority.  There is no taxing authority audit
of Seller pending, or to the actual knowledge of Seller, threatened within the
last five (5) years, and the results of any completed audits are properly
reflected in Seller Financial Statements.  Seller has not violated any
applicable federal, state, local or foreign tax law.  There are no security
interests or liens on any assets of Seller or any Seller Subsidiary which have
resulted from any failure to pay (or alleged failure to pay) taxes.

                 (d)      No Extension of Limitation Period.  Seller has not
granted an extension to any taxing authority of the statute of limitation
period during which any tax liability may be assessed or collected.

                 (e)      All Withholding Requirements Satisfied.  All monies
required to be withheld by Seller and paid to governmental agencies for all
income, social security, unemployment insurance, sales, excise, use, and other
taxes have been collected or withheld and paid to the respective governmental
agencies.

                 (f)      Foreign Person.  Neither Seller nor any Principal
Stockholder is a foreign person, as such term is referred to in Section
1445(f)(3) of the Code and Treasury Regulations Section 1.1445-2.

                 (g)      Safe Harbor Lease.  None of the properties or assets
of Seller constitutes property that Seller, APPM, Buyer or any Affiliate of
APPM, will be required to treat as being owned by another person pursuant to
the "Safe Harbor Lease" provisions of Section 168(f)(8) of the Code prior to
repeal by the Tax Equity and Fiscal Responsibility Act of 1982.

                 (h)      Tax Exempt Entity.  None of the assets or properties
of Seller are subject to a lease to a "tax exempt entity" as such term is
defined in Section 168(h)(2) of the Code.

                 (i)      Collapsible Corporation.  Seller has not at any time
consented to have the provisions of Section 341(f)(2) of the Code apply to it.

                 (j)      Boycotts.  Seller has not at any time participated in
or cooperated with any international boycott as defined in Section 999 of the
Code.

                 (k)      Parachute Payments.  No payment required or
contemplated to be made by Seller will be characterized as an "excess parachute
payment" within the meaning of Section 280G(b)(1) of the Code.

                 (l)      S Corporation.  Seller has not made an election to be
taxed as an "S" corporation under Section 1362(a) of the Code.

                 (m)      Personal Holding Companies.  Seller is not or has
been a personal holding company within the meaning of Section 542 of the Code.





                                       21
<PAGE>   23
         Section 5.32     Related Party Arrangements.  Schedule 5.32 sets forth
a description of any interest held, directly or indirectly, by any officer,
director or other Affiliate of Seller in any property, real or personal or
mixed, tangible or intangible, used in or pertaining to the Center and any
arrangement or agreement with any such person concerning the provision of goods
or services or other matters pertaining to the Center.  There is no commitments
to, and no income reflected in Seller Financial Statements that has been
derived from an Affiliate, and following the Closing shall not have any
obligation of any kind or designation to any such Affiliate.

         Section 5.33     Banking Relations.  Intentionally omitted.

         Section 5.34     Fraud and Abuse and Self Referral.  Seller has not
engaged and, to the knowledge of Seller, neither Seller's officers and
directors nor other Persons and entities providing professional services for or
on behalf of Seller have engaged, in any activities which are prohibited under
42 U.S.C. Sections  1320a 7, 7a or 7b or 42 U.S.C.  Section  1395nn or (subject
to the exceptions or safe harbor provisions set forth in such legislation), or
the regulations promulgated thereunder or pursuant to similar state or local
statutes or regulations, or which are prohibited by applicable rules of
professional conduct.

         Section 5.35     Restrictions on Business Activities.  Except as
disclosed in Schedule 5.14 or Schedule 5.35, there is no material agreement,
judgment, injunction, order or decree binding upon Seller, or officer, director
or key employee of Seller, which has or reasonably could be expected to have
the effect of prohibiting or materially impairing any current or future
business practice of Seller, any acquisition of property by Seller, or the
conduct of business by Seller or any Seller Subsidiary.

         Section 5.36     Agreements in Full Force and Effect.  Except as
expressly set forth in Seller's Schedules to this Agreement, all contracts,
agreements, plans, leases, policies and licenses referred to, or required to be
referred to, in Seller's Schedules delivered hereunder are valid and binding,
and are in full force and effect and are enforceable in accordance with their
terms, except to the extent that the validity or enforceability thereof may be
limited by bankruptcy or other laws affecting the enforcement of creditors'
rights generally, or by general equity principles, or by public policy.  There
is no pending or, to the knowledge of Seller, threatened bankruptcy, insolvency
or similar proceeding with respect to any other party to such agreements, and
no event has occurred which (whether with or without notice, lapse of time or
the happening or occurrence of any other event) would constitute a default
thereunder by Seller or any other party thereto.  Seller has not received any
termination notice regarding a contract with a health care provider in the last
twelve (12) months.

         Section 5.37     Statements True and Correct.  No representation or
warranty made herein by Seller or any Principal Stockholder, nor any statement,
certificate, exhibit or instrument to be furnished by Seller or any Stockholder
to APPM or Buyer pursuant to this Agreement, contains or will contain as of the
Effective Time any untrue statement of material fact or omits or will omit to
state a material fact necessary to make the statements contained herein and
therein not misleading.

         Section 5.38     Schedules.  All Schedules required by Article V
hereof and attached hereto are true, correct and complete in all material
respects as of the date of this Agreement.

         Section 5.39     Finders' Fees.  Except as set forth in Schedule 5.39,
no investment banker, broker, finder or other intermediary has been retained by
or is authorized to act on behalf of any of the Principal Stockholders or
Seller who is entitled to any fee or commission upon consummation of the
transactions contemplated by this Agreement or referred to herein.





                                       22
<PAGE>   24
                                   ARTICLE VI
                REPRESENTATIONS AND WARRANTIES OF BUYER AND APPM

         Buyer and APPM each represents and warrants to Seller as follows:

         Section 6.1      Organization and Good Standing; Qualification.  Each
of Buyer and APPM is a corporation duly organized, validly existing and in good
standing under the laws of the state of Delaware, with all requisite corporate
power and authority to own, operate and lease its assets and properties and to
carry on its business as currently conducted.  Each of Buyer and APPM is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction where the character of the property owned or leased by it or
the nature of its activities makes such qualification necessary, except where
such failure to be so qualified or in good standing would not have a Material
Adverse Effect on Buyer or APPM.  Copies of the certificate of incorporation
and all amendments thereto of Buyer and APPM and the bylaws of Buyer and APPM,
as amended, and copies of the corporate minutes of Buyer and APPM regarding
this transaction, all of which have been or will be made available to Seller
for review, are true, correct and complete as in effect on the date of this
Agreement and accurately reflect all material proceedings of the stockholders
and directors of Buyer and APPM (and all committees thereof) regarding this
transaction.

         Section 6.2      Authorization and Validity.  Each of Buyer and APPM
has all requisite corporate power to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.  The execution, delivery and
performance by Buyer and APPM of this Agreement and the agreements provided for
herein, and the consummation by Buyer and APPM of the transactions contemplated
hereby and thereby are within Buyer and APPM's respective corporate powers and
have been duly authorized by all necessary action on the part of Buyer and
APPM's Board of Directors.  This Agreement has been duly executed by Buyer and
APPM.  This Agreement and all other agreements and obligations entered into and
undertaken in connection with the transactions contemplated hereby to which
Buyer and APPM is a party constitute, or upon execution will constitute, valid
and binding agreements of Buyer and APPM, enforceable against it in accordance
with their respective terms, except as may be limited by bankruptcy or other
laws affecting creditors' rights generally, or by general equity principles, or
by public policy.

         Section 6.3      Governmental Authorization.  Except as expressly set
forth in Schedule 6.3, and other than consents, filings or notifications
required to be made or obtained by Buyer and APPM, the execution, delivery and
performance by Buyer and APPM of this Agreement and the agreements provided for
herein, and the consummation of the transactions contemplated hereby and
thereby by Buyer and APPM, to the best knowledge of Buyer and APPM, requires no
action by or in respect of, or filing with, any governmental body, agency,
official or authority.

         Section 6.4      Intentionally omitted.

         Section 6.5      Absence of Conflicting Agreements or Required
Consents.  To the best knowledge of Buyer and APPM, the execution, delivery and
performance of this Agreement by Buyer and/or APPM 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 6.3 and Schedule 6.5 hereto, does
not require the consent of any governmental or regulatory body or authority or
any other third party; (ii) will not conflict with any provision of Buyer's or
APPM's certificate of incorporation or bylaws; (iii) will not conflict with,
result in a violation of, or constitute a default under any law, ordinance,
regulation, ruling, judgment, order or injunction of any court or governmental
instrumentality to which Buyer or APPM is a party or by which Buyer or APPM or
their or its properties are subject to or bound; and (iv) except as set forth
in Schedule 6.5, 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 permit the acceleration of any performance required by the terms
of any agreement, instrument, license or permit, material to this transaction,
to which Buyer or APPM is a party or by which APPM or any of its respective
properties are bound.





                                       23
<PAGE>   25
         Section 6.6      Statements True and Correct.  No representation or
warranty made herein by Buyer or APPM, nor any statement, certificate or
instrument to be furnished by Buyer or APPM to Seller or a Principal
Stockholder pursuant to this Agreement, contains or will contain as of the
Effective Time any untrue statement of material fact or omits or will omit to
state a material fact necessary to make the statements contained herein and
therein not misleading.

         Section 6.7      Schedules.  All Schedules required by Article VI
hereof and attached hereto are true, correct and complete in all material
respects as of the date of this Agreement.

         Section 6.8      Finder's Fees.  No investment banker, broker, finder
or other intermediary has been retained by or is authorized to act on behalf of
Buyer or APPM who is entitled to any fee or commission upon consummation of the
transactions contemplated by this Agreement or referred to herein.

                                  ARTICLE VII
                        PRE-CLOSING COVENANTS OF SELLER

                             Intentionally Omitted.

                                  ARTICLE VIII
                    PRE-CLOSING COVENANTS OF APPM AND BUYER

                             Intentionally Omitted.


                                   ARTICLE IX
                     CONDITIONS PRECEDENT OF APPM AND BUYER

                             Intentionally Omitted.


                                   ARTICLE X
                         CONDITIONS PRECEDENT OF SELLER

                             Intentionally Omitted.


                                   ARTICLE XI
                               CLOSING DELIVERIES

         Section 11.1     Deliveries of Seller.  At or prior to the Closing
Date, Seller shall deliver to Buyer the following, all of which shall be in a
form satisfactory to Buyer and APPM:

                 (a)      a copy of resolutions of the Board of Directors of
Seller authorizing the execution, delivery and performance of this Agreement
and all related documents and agreements and consummation of the Acquisition,
each certified by the Secretary of such corporation as being true and correct
copies of the originals thereof subject to no modifications or amendments;

                 (b)      a copy of resolutions of the Board of Directors of
Seller authorizing the execution, delivery and performance of the
Non-Competition Agreement among Buyer and APPM on the one hand and Seller and
the Principal Stockholders on the other hand, in a form satisfactory to APPM in
its sole and absolute





                                       24
<PAGE>   26
discretion, each certified by the Secretary of Seller as being true and correct
copies of the originals thereof subject to no modifications or amendments;

                 (c)      intentionally omitted;

                 (d)      intentionally omitted;

                 (e)      a certificate of the Secretary of Seller certifying
as to the incumbency of the directors and officers of such corporation and as
to the signatures of such directors and officers who have executed documents
delivered at the Closing on behalf of that corporation;

                 (f)      a certificate, dated within ten (10) days prior to
the Closing Date, of the Secretary of State of New York, as applicable, for
Seller establishing that Seller is in existence, has paid all franchise or
similar taxes, if any;

                 (g)      certificates, dated within ten (10) days prior to the
Closing Date, of the Secretaries of State of the states in which Seller is
qualified to do business, to the effect that each such corporation is qualified
to do business and, if applicable, is in good standing as a foreign corporation
in each of such states;

                 (h)      all authorizations, consents, approvals, permits and
licenses referenced in Section 5.28;

                 (i)      the executed Non-Competition Agreement;

                 (j)      Intentionally omitted;

                 (k)      an assignment to Buyer of (i) each lease for real or
personal property described on Schedule 5.20 (the "Lease Assignments") and (ii)
all contracts described on Schedule 5.14 which can be assigned to Buyer ("Non-
Payor Contract Assignments"); and

                 (l)      such other instrument or instruments of transfer
prepared by Buyer as shall be necessary or appropriate, as Buyer or its counsel
shall reasonably request, to carry out and effect the purpose and intent of
this Agreement.

         Section 11.2     Deliveries of APPM.  At or prior to the Closing Date,
Buyer shall deliver to Seller the following, all of which shall be in a form
satisfactory to Seller:

                 (a)      a copy of resolutions of the Board of Directors of
Buyer authorizing the execution, delivery and performance of this Agreement,
and all related documents and agreements, certified by Buyer's Secretary as
being true and correct copies of the originals thereof subject to no
modifications or amendments;

                 (b)      the Consideration  in accordance with Article IV
hereof;

                 (c)      intentionally omitted;

                 (d)      intentionally omitted;

                 (e)      a certificate of the Secretary of Buyer certifying as
to the incumbency of the officers of Buyer who have executed documents
delivered at the Closing on behalf of;

                 (f)      a certificate, dated prior to the Closing Date, of
the Secretary of State of Delaware establishing that APPM and Buyer,
respectively, are in existence, have paid all franchise or similar taxes, if
any,





                                       25
<PAGE>   27
and, if applicable, otherwise are in good standing to transact business in the
State of Delaware and New York, respectively; and

                 (g)      certificates (or photocopies thereof), dated prior to
the Closing Date, of the Secretaries of State of the states in which Buyer and
APPM are qualified to do business, to the effect that Buyer and APPM are
qualified to do business and, if applicable, are in good standing as foreign
corporations in such state for purposes of completing this transaction.

                                  ARTICLE XII
                  CERTAIN ADDITIONAL AGREEMENTS OF THE PARTIES

                             Intentionally omitted.


                                  ARTICLE XIII
                    POST CLOSING COVENANTS AND OTHER MATTERS

         Section 13.1     Further Instruments of Transfer.  Following the
Closing, at the request of Buyer and at Buyer's sole cost and expense, the
Principal Stockholders and/or Seller shall deliver any further instruments of
transfer and take all reasonable action as may be necessary or appropriate to
carry out the purpose and intent of this Agreement.

         Section 13.2     Amounts Due to Seller.  Following the Closing, at the
request of Buyer, Seller and the Principal Stockholders shall provide promptly
to Buyer documents and information (including in electronic format) requested
by Buyer with respect to the Business including the services rendered by the
Seller and amounts due to Seller by Central Imaging Associates, P.C.

         Section 13.3     Form UCC-3 Termination Statements.  Following the
Closing, at the request of Buyer, Seller shall use its best efforts to cause
former lienholders to file such Form UCC-3s, Termination Statements, that are
necessary or helpful to show that the Purchased Assets are free and clear of
all liens.

                                  ARTICLE XIV
                                    REMEDIES

         Section 14.1     Indemnification by Seller and the Principal
Stockholders.  Subject to the terms and conditions of this Article XIV, Seller
and the Principal Stockholders 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:

                 (a)  a breach of any representation, warranty or covenant
(without giving effect to any Material Adverse Effect qualifier contained as
part of any such representation or warranty) of Seller contained herein or in
any Schedule or certificate delivered hereunder; and

                 (b)  any violation (or alleged violation) by 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.





                                       26
<PAGE>   28
         APPM and Buyer hereby agree to seek indemnification hereunder in the
following priority:  (1) Seller and (2) Principal Stockholders.

         Section 14.2     Indemnification by APPM and Buyer.  Subject to the
terms and conditions of this Article XIV, APPM and Buyer jointly and severally
hereby agree to indemnify, defend and hold Seller and its respective agents,
attorneys and Affiliates harmless from and against all Damages asserted against
or incurred by such indemnities arising out of or resulting from a breach by
APPM or Buyer of any representation, warranty or covenant (without giving
effect to any Material Adverse Effect qualifier contained as part of any such
representation or warranty) of APPM or Buyer contained herein or in any
schedule or certificate delivered hereunder.

         Section 14.3     Conditions of Indemnification.  All claims for
indemnification under this Agreement shall be asserted and resolved as follows:

                 (a)      A party claiming indemnification under this Agreement
(an "Indemnified Party") shall promptly (and, in the event, at least ten (10)
days prior to the due date for any responsive pleadings, filings or other
documents) (i) notify the party from whom indemnification is sought (the
"Indemnifying Party") of any third-party claim or claims asserted against the
Indemnified Party ("Third Party Claim") that could give rise to a right of
indemnification under this Agreement and (ii) transmit to the Indemnifying
Party a written notice ("Claim Notice") describing in reasonable detail the
nature of the Third Party Claim, a copy of all papers served with respect to
such claim (if any), an estimate of the amount of Damages attributable to the
Third Party Claim and the basis of the Indemnified Party's request for
indemnification under this Agreement.  Except as set forth in Section 14.6, the
failure to promptly deliver a Claim Notice shall not relieve the Indemnifying
Party of its obligations to the Indemnified Party with respect to the related
Third Party Claim except to the extent that the resulting delay is materially
prejudicial to the defense of such claim.

                          Within thirty (30) days after receipt of any Claim
Notice (the "Election Period"), the Indemnifying Party shall notify the
Indemnified Party (i) whether the Indemnifying Party disputes its potential
liability to the Indemnified Party under this Article XIV with respect to such
Third Party Claim and (ii) whether the Indemnifying Party desires, at the sole
cost and expense of the Indemnifying Party, to defend the Indemnified Party
against such Third Party Claim.

                 (b)      If the Indemnifying Party notifies the Indemnified
Party within the Election Period that the Indemnifying Party elects to assume
the defense of the Third Party Claim, then the Indemnifying Party shall have
the right to defend, at its sole cost and expense, such Third Party Claim by
all appropriate proceedings, which proceedings shall be prosecuted diligently
by the Indemnifying Party to a final conclusion or settled at the discretion of
the Indemnifying Party in accordance with this Section 14.3(b).  The
Indemnifying Party shall have full control of such defense and proceedings,
including any compromise or settlement thereof.  The Indemnified Party is
hereby authorized, at the sole cost and expense of the Indemnifying Party (but
only if the Indemnified Party is entitled to indemnification hereunder), to
file, during the Election Period, any motion, answer or other pleadings that
the Indemnified Party shall deem necessary or appropriate to protect its
interests or those of the Indemnifying Party and not prejudicial to the
Indemnifying Party (it being understood and agreed that if an Indemnified Party
takes any such action that is prejudicial and causes a final adjudication that
is adverse to the Indemnifying Party, the Indemnifying Party shall be relieved
of its obligations hereunder with respect to such Third Party Claim).  If
requested by the Indemnifying Party, the Indemnified Party agrees, at the sole
cost and expense of the Indemnifying Party, to cooperate with the Indemnifying
Party and its counsel in contesting any Third Party Claim that the Indemnifying
Party elects to contest, including, without limitation, the making of any
related counterclaim against the person asserting the Third Party Claim or any
cross-complaint against any person.  The Indemnified Party may participate in,
but not control, any defense or settlement of any Third Party





                                       27
<PAGE>   29
Claim controlled by the Indemnifying Party pursuant to this Section 14.3(b) and
shall bear its own costs and expenses with respect to such participation;
provided, however, that if the named parties to any such action (including any
impleaded parties) include both the Indemnifying Party and the Indemnified
Party, and the Indemnified Party has been advised by counsel that there may be
one or more legal defenses available to it that are different from or
additional to those available to the Indemnifying Party, then the Indemnified
Party may employ separate counsel at the expense of the Indemnifying Party, and
upon written notification thereof, the Indemnifying Party shall not have the
right to assume the defense of such action on behalf of the Indemnified Party;
provided further that the Indemnifying Party shall not, in connection with any
one such action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm
of attorneys at any time for the Indemnified Party, which firm shall be
designated in writing by the Indemnified Party.

                 (c)      If the Indemnifying Party fails to notify the
Indemnified Party within the Election Period that the Indemnifying Party elects
to defend the Indemnified Party pursuant to Section 14.3(b), or if the
Indemnifying Party elects to defend the Indemnified Party pursuant to Section
14.3(b) but fails diligently and promptly to prosecute or settle the Third
Party Claim, then the Indemnified Party shall have the right to defend, at the
sole cost and expense of the Indemnifying Party (if the Indemnified Party is
entitled to indemnification hereunder), the Third Party Claim by all
appropriate proceedings, which proceedings shall be promptly and vigorously
prosecuted by the Indemnified Party to a final conclusion or settled.  The
Indemnified Party shall have full control of such defense and proceedings,
provided, however, that the Indemnified Party may not enter into, without the
Indemnifying Party's consent, which shall not be unreasonably withheld, any
compromise or settlement of such Third Party Claim.  Notwithstanding the
foregoing, if the Indemnifying Party has delivered a written notice to the
Indemnified Party to the effect that the Indemnifying Party disputes its
potential liability to the Indemnified Party under this Article XIV and if such
dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party
shall not be required to bear the costs and expenses of the Indemnified Party's
defense pursuant to this Section or of the Indemnifying Party's participation
therein at the Indemnified Party's request, and the Indemnified Party shall
reimburse the Indemnifying Party in full for all costs and expenses of such
litigation.  The Indemnifying Party may participate in, but not control, any
defense or settlement controlled by the Indemnified Party pursuant to this
Section 14.3(c), and the Indemnifying Party shall bear its own costs and
expenses with respect to such participation; provided, however, that if the
named parties to any such action (including any impleaded parties) include both
the Indemnifying Party and the Indemnified Party, and the Indemnifying Party
has been advised by counsel that there may be one or more legal defenses
available to it that are different from or additional to those available to the
Indemnified Party, then the Indemnifying Party may employ separate counsel and
upon written notification thereof, the Indemnified Party shall not have the
right to assume the defense of such action on behalf of the Indemnifying Party.

                 (d)      In the event any Indemnified Party should have a
claim against any Indemnifying Party hereunder that does not involve a Third
Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a
written notice (the "Indemnity Notice") describing in reasonable detail the
nature of the claim, an estimate of the amount of damages attributable to such
claim and the basis of the Indemnified Party's request for indemnification
under this Agreement.  If the Indemnifying Party does not notify the
Indemnified Party within sixty (60) days from its receipt of the Indemnity
Notice that the Indemnifying Party disputes such claim, the claim specified by
the Indemnified Party in the Indemnity Notice shall be deemed a liability of
the Indemnifying Party hereunder.  If the Indemnifying Party has timely
disputed such claim, as provided above, such dispute shall be resolved by
litigation in an appropriate court of competent jurisdiction if the parties do
not reach a settlement of such dispute within thirty (30) days after notice of
a dispute is given.

                 (e)      Payments of all amounts owing by an Indemnifying
Party pursuant to this Article XIV relating to a Third Party Claim shall be
made within thirty (30) days after the latest of (i) the settlement of such
Third Party Claim, (ii) the expiration of the period for appeal of a final
adjudication of such Third Party Claim,





                                       28
<PAGE>   30
or (iii) the expiration of the period for appeal of a final adjudication of the
Indemnifying Party's liability to the Indemnified Party under this Agreement.
Payments of all amounts owing by an Indemnifying Party pursuant to Section
14.3(d) shall be made within 30 days after the later of (i) the expiration of
the 60-day Indemnity Notice period or (ii) the expiration of the period for
appeal of a final adjudication of the Indemnifying Party's liability to the
Indemnified Party under this Agreement.

                 (f)      Notwithstanding any provision herein to the contrary,
the obligation of APPM or Buyer on the one hand, or Seller or the Principal
Stockholders, on the other hand, to provide indemnification for breach of any
representation or warranty as provided in Section 14.1(a) or 14.2(a) hereof
shall not take effect unless and until the Damages asserted against or incurred
in the aggregate and on a collective basis by APPM or Buyer, on the one hand,
or Seller or the Principal Stockholders, on the other hand, as a result of such
a breach or breaches exceeds $15,000 (specifically excluding however any breach
under Section 5.3 or 5.31 or for fraud or intentional misrepresentation).

         Section 14.4     Remedies Exclusive.  The remedies provided in this
Agreement are the exclusive rights or remedies available to one party against
the other, either at law or in equity except in the case of fraud.

         Section 14.5     Costs, Expenses and Legal Fees.  Whether or not the
transactions contemplated hereby are consummated, each party hereto shall bear
its own costs and expenses (including attorneys' fees), except that each party
hereto agrees to pay the costs and expenses (including reasonable attorneys'
fees and expenses) incurred by the other parties in successfully (a) enforcing
any of the terms of this Agreement or (b) proving that another party breached
any of the terms of this Agreement.

         Section 14.6     Tax Benefits; Insurance Proceeds.  The total amount
of any indemnity payments owed by one party to another party to this Agreement
shall be reduced by any correlative tax benefit received by the party to be
indemnified or the net proceeds received by the party to be indemnified with
respect to recovery from third parties or insurance proceeds, and such
correlative insurance benefit shall be net of the insurance premium, if any,
that becomes due as a result of such claim.

                                   ARTICLE XV
                                  TERMINATION

                             Intentionally Omitted.


                                  ARTICLE XVI
                   NONDISCLOSURE OF CONFIDENTIAL INFORMATION

         Section 16.1     Non-Disclosure Covenant.  Seller and each Principal
Stockholder recognize and acknowledge that it has in the past, currently has,
and in the future may possibly have, access to certain Confidential Information
of APPM that is valuable, special and unique assets of APPM's businesses.  APPM
and Buyer acknowledge that they had in the past, currently have, and in the
future may possibly have, access to certain Confidential Information of Seller
and the Principal Stockholders that is valuable, special and unique assets of
Seller's business.  Seller, and Principal Stockholder and APPM agree that they
will not disclose such Confidential Information to any person, firm,
corporation, association or other entity for any purpose or reason whatsoever,
except (a) to authorized representatives of APPM and (b) to counsel and other
advisers to APPM provided that such advisers (other than counsel) agree to the
confidentiality provisions of this Section 16.1, unless (i) such information
becomes available to or known by the public generally through no fault of
Seller or APPM, as the case may be, (ii) disclosure is required by law or the
order of any governmental authority under color of law, provided, that prior to
disclosing any information pursuant to this clause (ii) Seller or APPM, as the
case





                                       29
<PAGE>   31
may be, shall, if possible, give prior written notice thereof to Seller and
APPM and provide Seller and APPM with the opportunity to contest such
disclosure, (iii) the disclosing party reasonably believes that such disclosure
is required in connection with the defense of a lawsuit against the disclosing
party, or (iv) the disclosing party is the sole and exclusive owner of such
Confidential Information as a result of the Acquisition or otherwise.  In the
event of a breach or threatened breach by Seller or APPM of the provisions of
this Section, APPM and Seller shall be entitled to an injunction restraining
the other party, as the case may be, from disclosing, in whole or in part, such
Confidential Information.  Nothing herein shall be construed as prohibiting
APPM and Seller from pursuing any other available remedy for such breach or
threatened breach, including the recovery of damages.

         Section 16.2     Damages.  Because of the difficulty of measuring
economic losses as a result of the breach of the foregoing covenants, and
because of the immediate and irreparable damage that would be caused for which
they would have no other adequate remedy, APPM and Seller agree that, in the
event of a breach by any of them of the foregoing covenant, the covenant may be
enforced against them by injunctions and restraining orders.

         Section 16.3     Survival.  The obligations of the parties under this
Article XVI shall survive the termination of this Agreement.

                                  ARTICLE XVII
                                 MISCELLANEOUS

         Section 17.1     Amendment; Waivers.  This Agreement may be amended,
modified or supplemented only by an instrument in writing executed by all the
parties hereto.  Any waiver of any terms and conditions hereof must be in
writing, and signed by the parties hereto.  The waiver of any of the terms and
conditions of this Agreement shall not be construed as a waiver of any other
terms and conditions hereof.

         Section 17.2     Assignment.  Neither this Agreement nor any right
created hereby or in any agreement entered into in connection with the
transactions contemplated hereby shall be assignable by any party hereto,
except by APPM to a wholly owned subsidiary of APPM; provided that any such
assignment shall not relieve APPM of its obligations hereunder.

         Section 17.3     Parties in Interest; No Third Party Beneficiaries.
Except as otherwise provided herein, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto.  Neither this
Agreement nor any other agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto any rights or remedies hereunder
or thereunder.

         Section 17.4     Entire Agreement.  This Agreement and the agreements
contemplated hereby constitute the entire agreement of the parties regarding
the subject matter hereof, and supersede all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof.

         Section 17.5     Severability.  If any provision of this Agreement is
held to be illegal, invalid or unenforceable under present or future laws
effective during the term hereof, such provision shall be fully severable and
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
therefrom.  Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision as similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.





                                       30
<PAGE>   32
         Section 17.6     Survival of Representations, Warranties and
Covenants.  The representations, warranties and covenants contained herein
shall survive the Closing with respect to the Seller for a period of two (2)
years, and with respect to the Principal Stockholders for a period of one (1)
year from the Closing and all statements contained in any certificate, exhibit
or other instrument delivered by or on behalf of Seller, any Principal
Stockholder, APPM or Buyer pursuant to this Agreement shall be deemed to have
been representations and warranties by such Seller, such Principal Stockholder,
APPM or Buyer and, notwithstanding any provision in this Agreement to the
contrary, the representations and warranties contained herein shall survive the
Closing for the periods of time set forth in this Section 17.6.

         Section 17.7     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 NEW YORK.

         Section 17.8     Captions.  The captions in this Agreement are for
convenience of reference only and shall not limit or otherwise affect any of
the terms or provisions hereof.

         Section 17.9     Gender and Number.  When the context requires, the
gender of all words used herein shall include the masculine, feminine and
neuter and the number of all words shall include the singular and plural.

         Section 17.10     Reference to Agreement.  Use of the words "herein,"
"hereof," "hereto" and the like in this Agreement shall be construed as
references to this Agreement as a whole and not to any particular Article,
Section or provision of this Agreement, unless otherwise noted.

         Section 17.11     Confidentiality; Publicity and Disclosures.  Each
party shall keep this Agreement and its terms confidential, and shall make no
press release or public disclosure, either written or oral, regarding the
transactions contemplated by this Agreement without the prior knowledge and
consent of the other parties hereto; provided that the foregoing shall not
prohibit any disclosure (a) by press release, filing or otherwise that APPM has
determined in its good faith judgment to be required by federal securities laws
or the rules of the National Association of Securities Dealers, (b) to
attorneys, accountants, investment bankers or other agents of the parties
assisting the parties in connection with the transactions contemplated by this
Agreement and (c) by APPM in connection with conducting an examination of the
operations and assets of Seller; provided that APPM shall reasonably promptly
provide notice of any release.  In the event that the transactions contemplated
hereby are not consummated for any reason whatsoever, the parties hereto agree
not to disclose or use any Confidential Information they may have concerning
the affairs of the other parties, except for information that is required by
law to be disclosed; provided that should the transactions contemplated hereby
not be consummated, nothing contained in this Section shall be construed to
prohibit the parties hereto from operating businesses in competition with each
other.

         Section 17.12     Notice.  Whenever this Agreement requires or permits
any notice, request, or demand from one party to another, the notice, request
or demand must be in writing to be effective and shall be deemed to be
delivered and received (i) if personally delivered or if delivered by telex,
telegram, facsimile or courier service, when actually received by the party to
whom notice is sent or (ii) if delivered by mail (whether actually received or
not), at the close of business on the third business day next following the day
when placed in the mail, postage prepaid, certified or registered, addressed to
the appropriate party or parties, at the address of such party set forth below
(or at such other address as such party may designate by written notice to all
other parties in accordance herewith):





                                       31
<PAGE>   33
             If to APPM and Buyer:     American Physician Partners, Inc.
                                               901 Main Street, Suite 2301
                                               Dallas, Texas  75202
                                               Attn:    Paul M. Jolas, Esq., 
                                               General Counsel and Sr. V.P.
                                               Fax No.: (214) 761-3150
             
             with a copy to:           Haynes and Boone, L.L.P.
                                               901 Main Street, Suite 3100
                                               Dallas, Texas  75202
                                               Attn:    Kenneth K. Bezozo, Esq.
                                               Fax No.: (214) 200-0365
             
             If to Seller or any               RF Management Corp.
             Principal Stockholder:            95 Madison Avenue, Suite 301
                                               Morristown, New Jersey 07960
                                               Attn:    President
             
             with a copy to                    Stuart J. Freedman, Esq.
                                               Norris, McLaughlin & Marcus
                                               P.O. Box 1018
                                               Somerville, New Jersey 08876
                                               Fax:  (908) 722-0755

         Section 17.13     No Waiver; Remedies.  No party hereto shall by any
act (except by written instrument pursuant to Section 17.1 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default in or breach of any of the terms
and conditions hereof.  No failure to exercise, nor any delay in exercising, on
the part of any party hereto, any right, power or privilege hereunder shall
operate as a waiver thereof.  No single or partial exercise of any right, power
or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.  No remedy set forth in
this Agreement or otherwise conferred upon or reserved to any party shall be
considered exclusive of any other remedy available to any party, but the same
shall be distinct, separate and cumulative and may be exercised from time to
time as often as occasion may arise or as may be deemed expedient.

         Section 17.14     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.

         Section 17.15     Defined Terms.  Terms used in the attached Exhibits
and the Schedules attached hereto with their initial letter capitalized and not
otherwise defined therein shall have the meanings as assigned to such terms in
this Agreement.


                            [SIGNATURE PAGE FOLLOWS]





                                       32
<PAGE>   34
         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

                                  APPM:
                                  
                                  AMERICAN PHYSICIAN PARTNERS, INC.
                                  
                                  
                                  By:                                          
                                          -------------------------------------
                                          Mark L. Wagar, President
                                  
                                  
                                  BUYER:
                                  
                                  MID ROCKLAND IMAGING PARTNERS, INC.
                                  
                                  
                                  By:                                          
                                          -------------------------------------
                                          Mark L. Wagar, President
                                  
                                  
                                  SELLER:
                                  
                                  EMPIRE STATE IMAGING ASSOCIATES, INC.
                                  
                                  
                                  By:                                          
                                          -------------------------------------
                                          Name: 
                                               --------------------------------
                                          Title: 
                                                -------------------------------


                                  STOCKHOLDERS:
 
                                  RF MANAGEMENT CORP.


                                  By:     
                                          -------------------------------------
                                          Name: 
                                               --------------------------------
                                          Title: 
                                                -------------------------------


                                  MODERN MEDICAL MODALITIES CORPORATION


                                  By:                                          
                                          -------------------------------------
                                          Name: 
                                               --------------------------------
                                          Title: 
                                                -------------------------------





                                       33