May 14, 1999




Ulises C. Sabato, M.D.
106 Grand Avenue
Englewood, New Jersey 07701

RE:     HEALTHCARE IMAGING SERVICES, INC., (THE COMPANY)/
        ULISES C. SABATO, M.D. CONSULTING AGREEMENT

Dear Dr. Sabato:

Pursuant to our recent discussions, the following outlines the salient points of
the consulting  arrangement between you and the Company,  which is substantially
the same as the agreement  between you and the Company which expired on or about
October 15, 1998. You will continue to provide such  consultation  and advice as
the Company may reasonably request, including:


        1.     Recommendations to the Company regarding new developments
               affecting the diagnostic imaging market;

        2.     Recommendations  to  the  management  of  the  Company  regarding
               interaction  with  physicians  at the various  facilities  owned,
               operated or managed by the Company;

        3.     Assistance in the development of newsletters,  if so requested by
               the  Company,  regarding  diagnosing  neurological  injuries  and
               diseases;

        4.     Review of medical  information  set forth in  facility  marketing
               literature if so requested by the Company;

        5.     Assistance  in the  education  and  training of  technologist  in
               applications  of MRI (and other  diagnostic  imaging  modalities)
               relating to neurology; and



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        6.     Preparation  and  arrangement  of seminars,  luncheons  and other
               training or education vehicles with physicians, chiropractors and
               other current and/or potential referral sources.

Please  note  that you  shall  have no  authority  or power to incur  any  debt,
obligation  or liability or enter into any contract or  commitment  on behalf of
the Company.

The terms of this agreement will be one (1) year beginning as of May 1, 1999 and
may be renewed for additional six month periods subject to our  renegotiation of
such extension prior to the anticipated  termination date; however, either party
may terminate  this  agreement  upon sixty (60) days prior written notice to the
other party.

For all of your consulting services to the Company,  the Company will pay you an
annual consulting fee of $48,000, payable in twelve (12) monthly installments of
$4,000 beginning upon the execution of this Agreement.

As a consultant,  you hereby  represent that you are aware of the Anti-Fraud and
Abuse  Amendments to the Social Security Act, the Medicare and Medicaid  Program
Protection Act and the Federal Safe Harbor  Regulations.  You further  represent
that, as a consultant,  you cannot knowingly or willfully offer, pay, solicit or
receive  remuneration in order to induce business;  and if you do so you will be
subject  to  civil  and/or  criminal  penalties.  I  have  enclosed  a  separate
HealthCare  Imaging  Services,  Inc.  Statement  of Policy for  contractors  and
consultants which requires your signature.  In addition,  you represent that you
are under no  contractual or other  restriction or obligation,  and you will not
enter into any contractual or other arrangements, which is inconsistent with the
performance of your consulting services to the Company.

Please note that  United  States  securities  laws  prohibit  any person who has
material,  non-public  information  regarding  the Company  from  purchasing  or
selling the Company's  securities or from  communicating such information to any
person  under  circumstances  in which it is  reasonably  foreseeable  that such
person is likely to purchase or sell such securities.

On behalf of the  Company,  we look  forward to a long and  mutually  beneficial
consulting  relationship  with you. If the  foregoing  correctly  sets forth our
mutual understanding, please sign and





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                                             -3-



return a copy of this  letter.  This letter shall  contain the entire  agreement
between us with  respect to your  consulting  arrangement  with the  Company and
shall supersede all prior  agreements or  understandings  between us relating to
such arrangement.

                                  Yours truly,

                                  HEALTHCARE IMAGING SERVICES, INC.



                                  By: /s/ ELLIOTT H. VERNON
                                  -------------------------
                                      ELLIOTT H. VERNON
                                      Chief Executive Officer



AGREED TO AND ACCEPTED:


/S/ULISES SABATO, MD
--------------------
Ulises Sabato, MD


Date: May 14, 1999