<PAGE>
                                                                   EXHIBIT 10.77


                     CONSENT AND WAIVER AND FIRST AMENDMENT
                         TO LOAN AND SECURITY AGREEMENT

        This CONSENT AND WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this "Agreement") is dated as of April 1, 2002, by and among
CARDIOVASCULAR VENTURES OF EAST NEW ORLEANS, INC., a Louisiana corporation,
CARDIOVASCULAR VENTURES, INC., a Delaware corporation, HEART CENTER OF EAST NEW
ORLEANS, L.P., a Louisiana limited partnership, MRI DIAGNOSTIC PARTNERS I, L.P.
- 1986, a Pennsylvania limited partnership, RAYTEL CARDIAC SERVICES, INC., a
Delaware corporation, RAYTEL GRANADA HILLS, INC., a Delaware corporation, RAYTEL
IMAGING HOLDINGS, INC., a Delaware corporation, RAYTEL IMAGING NETWORK, INC., a
Delaware corporation, RAYTEL NUCLEAR IMAGING - WEST HOUSTON, INC., a Delaware
corporation, SAN LUIS OBISPO MEDICAL IMAGING CENTER, A CALIFORNIA LIMITED
PARTNERSHIP, a California limited partnership, and RAYTEL MEDICAL CORPORATION, a
Delaware corporation (collectively, "Borrowers"), and HEALTHCARE BUSINESS CREDIT
CORPORATION, a Delaware corporation ("Lender"). Capitalized terms used and not
otherwise defined in this Agreement shall have the meanings ascribed in the Loan
Agreement (as hereinafter defined).

                                   BACKGROUND

        WHEREAS, Borrowers and Lender are party to a certain Loan and Security
Agreement dated November 15, 2001 (as amended, restated, supplemented or
modified from time to time, the "Loan Agreement"); and

        WHEREAS, Raytel Medical Corporation ("RMC"), SHL TeleMedicine Ltd.
("Parent"), and SHL TeleMedicine Acquisition Corp. ("Acquisition Co."), an
indirect wholly-owned subsidiary of Parent, are parties to an Agreement and Plan
of Merger dated as of February 7, 2002 between Parent, Acquisition Co. and RMC
filed with the SEC as of February 19, 2002 (the "Merger Agreement"), pursuant to
which Acquisition Co. has commenced a tender offer to purchase 100% of the
issued and outstanding common stock (the "Stock Purchase") in RMC, pursuant to
the terms of the Offer to Purchase for Cash all Outstanding Shares of Common
Stock (Including the Associated Preferred Stock Purchase Rights) of Raytel
Medical Corporation at $10.25 Net Per Share by Acquisition Co. filed with the
United States Securities and Exchange Commission ("SEC") as of February 22,
2002; and

        WHEREAS, after the Stock Purchase, Acquisition Co. proposes to merge
with and into RMC, with RMC being the surviving entity of such merger (the
"Merger"; and together with the Stock Purchase, the "Acquisition"), pursuant to
the Merger Agreement; and

        WHEREAS, RMC, as the surviving entity of the Merger, will continue to be
liable as a Borrower under the Loan Agreement and otherwise bound by the Loan
Documents in accordance with their respective terms; and
<PAGE>

        WHEREAS, in connection with the Stock Purchase, SHL TeleMedicine North
America, Inc. ("SHL North America") proposes to make loans to Acquisition Co. in
the aggregate principal amount of Thirty Million Five Hundred Thousand and
00/100 Dollars ($30,500,000) (collectively, the "Acquisition Loan"), which will
become Debt of RMC upon consummation of the Merger; and

        WHEREAS, in connection with the Acquisition and the Acquisition Loan,
Borrowers have requested that Lender (i) consent to the Merger, the Stock
Purchase and the Acquisition Loan, (ii) waive the Events of Default and
Unmatured Events of Default which will occur as a result of the Merger, the
Stock Purchase and the Acquisition Loan, and (iii) modify certain terms and
conditions of the Loan Agreement; and

        WHEREAS, Lender is willing to (i) consent to the Merger, the Stock
Purchase and the Acquisition Loan, (ii) waive the Events of Default and
Unmatured Events of Default which will occur as a result of the Merger, the
Stock Purchase and the Acquisition Loan, and (iii) modify certain terms and
conditions of the Loan Agreement, all on the terms and conditions hereinafter
set forth.

        NOW, THEREFORE, in consideration of the mutual promises herein
contained, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:

        1. Consent. Subject to the other terms hereof, Lender consents to the
 Merger, the Stock Purchase and the Acquisition Loan; provided, however, that
 such consent shall be revoked and rendered null and void ab initio if the
 conditions set forth in Paragraph 4 below are not satisfied as and within the
 time period specified therein.

        2. Waiver.

               a. Borrowers acknowledge and confirm that upon consummation of
the Acquisition and the Acquisition Loan, Unmatured Events of Default and Events
of Default will occur, as more particularly described in Schedule 2 annexed
hereto (the "Listed Defaults"). Borrowers acknowledge and confirm that absent
the waiver set forth below in this Paragraph 2, upon the consummation of the
Acquisition and the Acquisition Loan, Lender would have the free and
unrestricted right, at any time and from time to time, to exercise any and all
rights available to Lender under the Loan Agreement and the other Loan
Documents.

               b. Subject to the terms hereof, Lender hereby waives each and
every Listed Default; provided, however, that such waiver shall be revoked and
rendered null and void ab initio if the conditions set forth in Paragraph 4
below are not satisfied as and within the time period specified therein.

               c. Borrowers acknowledge that Lender in entering into this
Agreement is relying entirely on descriptions of the financial condition of
Parent and the impact of the proposed transactions on Borrowers, and on
documents relating to the structure and results of the proposed transactions,
which have been provided by Borrowers and Parent (with respect to Parent, such
descriptions are set forth in filings made with the SEC on March 5, 2002), and
agree that the waiver and consent set forth herein shall, therefore, in all
instances be construed narrowly. Lender expressly reserves all rights and
remedies available to it as a result of any



                                      -2-
<PAGE>
Unmatured Events of Default or Events of Default which are not Listed Defaults,
and Borrowers acknowledge and agree that if any Event of Default other than a
Listed Default occurs, or if the conditions contained in Paragraph 4 below are
not satisfied as required therein, Lender shall have available to it, and be
able to exercise, all of the rights and remedies accorded to it under the Loan
Agreement and other Loan Documents, to the same extent as Lender would be
entitled if the consent and waiver set forth herein had never been part of this
Agreement.

        3. Amendments to Loan Agreement. From and after the date of consummation
of the Stock Purchase (the "Effective Date"), all references to the Loan
Agreement in the Loan Documents shall mean and refer to the Loan Agreement as
modified as follows:

               a. The definition of "Agreement" set forth in Section 1.1 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:

                      "AGREEMENT" means this Loan and Security Agreement, as
        same may be hereafter amended, revised, restated, supplemented or
        otherwise modified, including without limitation as amended by the First
        Amendment.

               b. The definition of "Continuing Director" set forth in Section
1.1 of the Loan Agreement is hereby deleted in its entirety and replaced with
the following:

                      "CONTINUING DIRECTOR" means (a) prior to the Effective
        Time (as defined in the Merger Agreement), any member of the board of
        directors of RMC who was a director of RMC on the Closing Date or
        becomes a director as a nominee of Purchaser as defined in and in
        accordance with the Merger Agreement, and (b) after the Effective Time,
        any individual who becomes a member of the board of directors of RMC
        pursuant to the merger of SHL TeleMedicine Acquisition Corp. with and
        into RMC in accordance with the Merger Agreement, and any individual who
        becomes a member of the board of directors of RMC after the Effective
        Time, if such individual was appointed or nominated for election to the
        board of directors of RMC by a majority of the Continuing Directors, but
        excluding any such individual originally proposed for election in
        opposition to the board of directors of RMC in office at such Effective
        Time in an actual or threatened election contest relating to the
        election of the directors (as such terms are used in Rule 14a-11 under
        the Securities Exchange Act of 1934, as amended) of RMC and whose
        initial assumption of office resulted from such contest or the
        settlement thereof.

               c. A new definition is hereby added to Section 1.1 of the Loan
Agreement, such that it appears in proper alphabetical order, as follows:

                      "FIRST AMENDMENT" means the Consent and Waiver and First
        Amendment to Loan and Security Agreement by and among Borrowers and
        Lender, dated as of April 1, 2002.

               d. The definition of "Loan Documents" set forth in Section 1.1 of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:



                                      -3-
<PAGE>
                      "LOAN DOCUMENTS" means this Agreement, the Revolving
        Credit Note, the Imaging Center Security Agreements, the Blocked Account
        Agreements, the agreements relating to the Lockboxes, the Subordination
        Agreement, all financing statements and all other agreements,
        instruments, documents and certificates delivered in connection herewith
        or therewith.

               e. A new definition is hereby added to Section 1.1 of the Loan
Agreement, such that it appears in proper alphabetical order, as follows:

                       "MERGER AGREEMENT" means the Agreement and Plan of Merger
        dated as of February 7, 2002 between SHL TeleMedicine Ltd., SHL
        TeleMedicine Acquisition Corp. and RMC.

               f. A new definition is hereby added to Section 1.1 of the Loan
Agreement, such that it appears in proper alphabetical order, as follows:

                      "SUBORDINATION AGREEMENT" means the Subordination
        Agreement dated as of April 1, 2002 among RMC, Lender, SHL Acquisition
        Corp., and SHL TeleMedicine North America, Inc., as such is amended,
        revised, restated, supplemented or otherwise modified.

               g. Section 2.8 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:

               2.8 Fees: As of the Closing, Lender shall have fully earned, and
        Borrowers shall have paid to Lender, a commitment fee ("Commitment Fee")
        equal to one percent (1%) of the Revolving Loan Commitment. In the event
        that the Credit Facility is terminated prior to the Maturity Date for
        any reason at any time, Borrowers shall further pay to Lender a
        termination fee (the "Termination Fee") in an amount equal to the
        product of the Revolving Loan Commitment times one percent (1%);
        provided, however, that the Termination Fee shall be due only if
        prepayment occurs prior to April 1, 2003, and provided further that
        Borrowers shall not owe any Termination Fee if prepayment occurs at the
        direction of Lender in connection with Lender's termination of the
        Credit Facility, so long as no Event of Default shall have occurred and
        be continuing immediately prior to such termination.

               h. Exhibits 5.4, 5.5, 5.11, 5.12 and 5.16 to the Loan Agreement
are hereby updated as set forth on Schedule 2 annexed hereto.

               i. Section 5.13 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:

               5.13 Compliance with Laws:


                                      -4-
<PAGE>
               (a) Except as set forth in the Plea Bargain Agreement, the
        Settlement Agreement or in EXHIBIT 5.13(a) annexed hereto, no Borrower
        is in violation of, has received written notice that it is in violation
        of, and no Borrower has knowingly caused any Person to violate, any
        applicable statute, regulation or ordinance of the United States of
        America, or of any state, city, town, municipality, county or of any
        other jurisdiction, or of any agency, or department thereof (including
        without limitation, environmental laws and regulations), which violation
        would have a reasonable likelihood of resulting in or causing a material
        adverse effect on such Borrower's business, financial condition or
        Property or a Material Adverse Effect.

               (b) Except as set forth in EXHIBIT 5.13(b) annexed hereto, each
        Borrower is current with all reports and documents required to be filed
        with any state or federal securities commission or similar agency and is
        in full compliance in all material respects with all applicable rules
        and regulations of such commissions, subject to any revisions or
        adjustment to RMC's historical financial statements as may be required
        in response to the SEC Comment Letter, provided that Borrowers agree
        that any such revisions and adjustments, taken together, shall not have
        a Material Adverse Effect.

               j. A new exhibit is hereby added to the Loan Agreement and
designated as EXHIBIT 5.13(a) thereto, as set forth on Schedule 4 annexed
hereto.

               k. A new exhibit is hereby added to the Loan Agreement and
designated as EXHIBIT 5.13(b) thereto, as set forth on Schedule 4 annexed
hereto.

               l. Section 7.8 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:

               7.8 Distributions: RMC shall not declare or pay or make any forms
        of Distributions to its shareholders, their successors or assigns,
        except as permitted by Section 4 of the Subordination Agreement and
        after prior written notice to Lender or receipt of Lender's prior
        written consent to such payment, if such prior written notice or prior
        written consent is required by Section 4 of the Subordination Agreement.

        4. Conditions to Consent and Waiver; Separate Covenant to Satisfy
Conditions. As conditions of the consent set forth in Paragraph 1 above and the
waiver set forth in Paragraph 2 above, Borrowers shall satisfy each of the
following conditions on or before the date specified:

               a. On the date hereof, Borrowers shall duly execute and deliver
this Agreement to Lender;

               b. On or before April 8, 2002, Borrowers shall cause to be
delivered to Lender opinions of counsel to Borrowers that, after giving effect
to the Acquisition, the Loan Agreement and the other Loan Documents will
continue to be legal, valid and binding against Borrowers (including without
limitation RMC), enforceable in accordance with their respective



                                      -6-

<PAGE>

terms, that this Agreement and the Subordination Agreement are legal, valid and
binding against the Borrowers, enforceable in accordance with their respective
terms, and such other opinions of counsel as Lender may reasonably request, in
form and substance satisfactory to Lender;

               c. On or before April 8, 2002, all instruments, agreements and
documents, together with all amendments and schedules and exhibits thereto,
evidencing, securing or otherwise setting forth terms and conditions of the
Acquisition and the Acquisition Loan (the "Acquisition Documents") shall have
been delivered to Lender, and such Acquisition Documents (i) are true, correct
and complete, and in full force and effect, (ii) are reasonably satisfactory to
Lender in all material respects, and (iii) set forth terms which are
substantially consistent with the terms described to Lender and set forth in any
Acquisition Documents delivered to Lender by Borrowers prior to the date hereof;

               d. On or before the date of the Acquisition Loan, any documents
or instruments relating to the Acquisition Loan shall be in form and substance
satisfactory to Lender and no other obligations or liabilities (whether direct
or indirect) shall be incurred by RMC or Acquisition Co. in connection with the
Acquisition other than (i) the Acquisition Loan, (ii) reasonable investment
banking fees and expenses and reasonable attorneys' fees and expenses of RMC and
Acquisition Co., and (iii) liabilities of RMC for employee retention bonuses,
severance payments and option payments and certain other obligations and
liabilities of RMC and Acquisition Co., all as set forth on Schedule 3 annexed
hereto;

               e. On or before the date of the Acquisition Loan, SHL North
America, Acquisition Co., RMC and Lender shall duly execute and deliver a
subordination agreement in form and substance satisfactory to Lender (the
"Subordination Agreement");

               f. On or before July 1, 2002, Borrowers shall provide such
financial information as Lender may reasonably request regarding Borrowers,
including without limitation budgets, business/operating plans and projections
for the 2002 and 2003 fiscal years; and

               g. As of the date of this Agreement and as of each date through
and including the date on which all of the foregoing conditions in this Section
4 are satisfied, all of the representations and warranties made by Borrowers in
Paragraph 5 below shall be true, complete and accurate.

Borrowers separately covenant to satisfy each of the foregoing conditions on or
before the date specified for each condition, time being of the essence in all
instances.

        5. Borrowers' Representations and Warranties. Borrowers hereby represent
and warrant to Lender as follows:

               a. All of the representations and warranties made by Borrowers in
the Loan Agreement and the other Loan Documents remain true, complete and
accurate as of the date hereof, except to the extent (i) such representations
and warranties were expressly made as of a specified date, or (ii) Exhibits 5.4,
5.5, 5.11, 5.12 and 5.16 to the Loan Agreement are to be updated and new
Exhibits 5.13(a) and 5.13(b) is to be added to the Loan Agreement on the
Effective Date pursuant to Section 3g above.



                                      -6-
<PAGE>
               b. No Event of Default and no Unmatured Event of Default exists,
and no event has occurred which with notice or lapse of time or both would
constitute an Unmatured Event of Default or an Event of Default under the Loan
Agreement and other Loan Documents, other than the Listed Defaults identified on
Schedule 2 hereto.

               c. The execution and performance by Borrowers of this Agreement
and the Acquisition Documents have been duly authorized by all necessary
corporate action, will not violate any provision of law applicable to Borrowers
or any provision of their respective charters or by-laws, will not result in a
breach of or constitute a default or require any consent under, or result in the
creation of any lien, charge or encumbrance upon any property or assets of
Borrowers pursuant to any indenture or other agreement or instrument by which
Borrowers or any of their respective properties may be bound or affected, other
than the Listed Defaults identified on Schedule 2 hereto.

               d. This Agreement, the Loan Agreement and the other Loan
Documents constitute, and with respect to the Loan Agreement and the other Loan
Documents will constitute after giving effect to the Acquisition, the legal,
valid and binding agreements of Borrowers, enforceable in accordance with their
respective terms, except as enforceability may be affected by bankruptcy,
insolvency, moratorium or other laws affecting creditors' rights generally.

               e. All Acquisition Documents have been delivered to Lender, and
such Acquisition Documents are true, correct and complete, and in full force and
effect.

               f. Upon consummation of the Merger RMC shall be the surviving
entity and as such surviving entity shall continue to be liable as a Borrower
under the Loan Agreement and otherwise bound by the Loan Documents in accordance
with their respective terms, and no Borrower has, or will have after giving
effect to the Acquisition, any claims, defenses or set-offs to its respective
obligations under the Loan Agreement and other Loan Documents.

        6. Payment of Expenses. Borrowers shall pay any and all fees due and
payable in connection with this Agreement and all costs and expenses (including,
without limitation, attorneys' fees) incurred by Lender in connection with this
Agreement and the Subordination Agreement.

        7. Event of Default. A breach of any covenant, representation or
warranty set forth in this Agreement by Borrowers shall constitute an Event of
Default under the Loan Agreement.

        8. Effect of Agreement. Except as expressly amended and supplemented in
Paragraph 3 above, the Loan Agreement and the other Loan Documents in effect as
of the date hereof shall remain in full force and effect, unmodified, and are
enforceable against Borrowers in accordance with their respective terms.

        9. Further Modifications. This Agreement contains all of the
modifications to the Loan Agreement, and no further or other modifications to
the Loan Agreement shall be effective unless in writing executed by Lender and
Borrowers.



                                      -7-
<PAGE>
        10. Binding Effect. This Agreement shall extend to and bind the parties
hereto and their respective successors and assigns.

        11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.

        12. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
document. This Agreement shall extend to and bind the parties hereto and their
respective successors and assigns.




                                      -8-
<PAGE>
        IN WITNESS WHEREOF, the undersigned parties have executed this Consent
and Waiver Agreement and First Amendment to Loan and Security Agreement as of
the day and year first above written.


                                    HEALTHCARE BUSINESS CREDIT
                                    CORPORATION


                                    By: /s/ Michael D. Gervals
                                        ----------------------------------------
                                        Name: Michael D. Gervals
                                        Title: Vice President--Portfolio
                                               Management



                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]



                                      -9-
<PAGE>
                                    CARDIOVASCULAR VENTURES OF EAST
                                    NEW ORLEANS, INC.


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    CARDIOVASCULAR VENTURES, INC.


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    HEART CENTER OF EAST NEW ORLEANS, L.P.

                                    By:  Cardiovascular Ventures of East New
                                            Orleans, Inc., its General Partner

                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    MRI DIAGNOSTIC PARTNERS I, L.P. - 1986

                                    By:  Raytel Imaging Holdings, Inc.,
                                           its General Partner


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    RAYTEL CARDIAC SERVICES, INC.


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP


                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]



                                       -10-
<PAGE>
                                    RAYTEL GRANADA HILLS, INC.


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP


                                    RAYTEL IMAGING HOLDINGS, INC.


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    RAYTEL IMAGING NETWORK, INC.


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    RAYTEL MEDICAL CORPORATION


                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    RAYTEL NUCLEAR IMAGING - WEST
                                            HOUSTON, INC.

                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP

                                    SAN LUIS OBISPO MEDICAL IMAGING
                                            CENTER, A CALIFORNIA LIMITED
                                            PARTNERSHIP

                                    By:  Raytel Imaging Holdings, Inc.,
                                           its General Partner

                                    By: /s/ John F. Lawler
                                        ----------------------------------------
                                        Name: John F. Lawler
                                        Title: CFO/VP



                                      -11-
<PAGE>
                                   SCHEDULE 1

       SUPPLEMENTAL DISCLOSURES FOR EXHIBITS 5.4, 5.5, 5.11, 5.12 AND 5.16
                              TO THE LOAN AGREEMENT



                                      -12-
<PAGE>
                                   SCHEDULE 2

                                 LISTED DEFAULTS

        1) A breach of Section 7.1(b) of the Loan Agreement will occur upon
consummation of the Merger as a result of SHL North America's merger with and
into RMC;

        2) A breach of Section 7.4(a) of the Loan Agreement will occur upon
consummation of the Acquisition Loan and the Acquisition as a result of the
Acquisition Loan constituting a loan from an Affiliate which is not engaged in a
business substantially related to the business conducted by Borrowers and
occurring not in the ordinary course of business;

        3) A breach of Section 7.7 of the Loan Agreement will occur upon
consummation of the Stock Purchase, as a result of actions meeting the criteria
set forth in subparagraphs (a) and (b) in the definition of Change of Control;
and

        4) A breach of Section 7.10 of the Loan Agreement will occur upon
consummation of the Acquisition Loan and the Acquisition, as a result of the
Acquisition Loan constituting Debt in excess of $2,000,000.00 which is not
expressly permitted under the Loan Agreement.




                                      -13-
<PAGE>
                                   SCHEDULE 3

          OTHER LIABILITIES INCURRED IN CONNECTION WITH THE ACQUISITION

        RMC and Acquisition Co. incurred the following additional obligations
and liabilities in connection with the Acquisition:

        1) Fees and expenses of the Depositary, Dealer Manager and Information
Agent for the Tender Offer (as defined in the tender offer statement relating to
the Stock Purchase);

        2) Costs of preparing and mailing the tender offer documents and proxy
statement to stockholders of RMC;

        3) SEC filing fees;

        4) The contingent liability to pay a Termination Fee and reimburse
Parent for its expenses in certain circumstances (per Section 8.03 of the Merger
Agreement);

        5) Fees and expenses of counsel to the Lenders in connection with this
Consent and Waiver and First Amendment to Loan and Security Agreement and the
Subordination Agreement;

        6) In December 2001, RMC's Board of Directors approved a bonus of
$150,000, payable to Richard F. Bader, Chairman and Chief Executive Officer,
conditioned upon the successful conclusion of the Acquisition, and a pool of
$200,000 for bonuses to other employees instrumental in the successful
conclusion of such Acquisition, such amount to be allocated by Mr. Bader;

        7) In connection with the formation of a special committee of RMC's
board of directors to consider and review the acquisition proposals RMC
received, RMC's board of directors authorized the payment to each member of the
special committee of a one-time fee of $35,000, as compensation for the time
spent considering, and participating in negotiations and deliberations
respecting, business combination proposals received by RMC. The RMC directors
who comprise the special committee are Gene I. Miller and Allan Zinberg;

        8) The obligation of RMC to take certain actions in support of the
tender offer and the Merger (per Section 1.02 of the Merger Agreement);

        9) The obligations to facilitate the election of directors designated by
Parent under certain circumstances (per Section 1.03 of the Merger Agreement);

        10) The obligation to take certain action with respect to RMC's stock
options and Employee Stock Purchase Plan (per Section 3.04 of the Merger
Agreement);



                             SCHEDULE 3 - CONTINUED


                                      -14-
<PAGE>

        11) The obligation to conduct its operations in the ordinary course of
business and to refrain from taking certain specified actions without Parent's
prior written consent (per Section 6.01 of the Merger Agreement);

        12) The obligation to cause a meeting of its stockholders, if required,
for the purpose of approving the Merger (per Section 6.03 of the Merger
Agreement);

        13) The obligation to provide Parent access to information (per Section
6.04 of the Merger Agreement);

        14) The obligation to refrain from soliciting competing acquisition
proposals and engaging in related activities (per Section 6.04 of the Merger
Agreement);

        15) The obligation to use its commercially reasonable best efforts to
cause the Merger and the other transactions contemplated by the Merger Agreement
to be consummated (per Section 6.06 of the Merger Agreement);

        16) As the "Surviving Corporation" in the Merger, to indemnify its
current and former directors and officers. (Section 6.07 of the Merger
Agreement); and

        17) As the Surviving Corporation, to provide certain employee benefits
following the Merger (per Section 6.08 of the Merger Agreement).



                                      -15-