<PAGE>
                                                                    EXHIBIT 10.1


                              FORBEARANCE AGREEMENT

         This Forbearance Agreement (this "AGREEMENT") is entered into this 30th
day of August, 2001, by and among U.S. Diagnostic, Inc., a Delaware corporation
("USD"), and the borrowers named on the signature pages to this Agreement (the
"BORROWERS" and together, with USD, the "BORROWER ENTITIES"), DVI Financial
Services Inc. ("DVIFS") and DVI Business Credit Corporation ("DVIBC" and
together with DVIFS, the "DVI ENTITIES").

                                    RECITALS

         A. Pursuant to certain documents, instruments, and agreements entered
into by and among DVIFS and the Borrower Entities, DVIFS has extended certain
financial accommodations to the Borrower Entities with a combined aggregate
outstanding balance of remaining scheduled payments as of July 1, 2001 of
$24,561,176.01 (such amount plus any late charges, fees and expenses due or to
become due under the DVIFS Loan Documents shall be collectively referred to as
the "DVIFS INDEBTEDNESS"), which is evidenced by various loans, leases,
promissory notes, equipment schedules, security agreements and other agreements
acknowledged by DVIFS and the Borrower Entities (as amended, restated, extended,
modified or supplemented from time to time, the "DVIFS LOAN DOCUMENTS").

         B. Pursuant to the DVIFS Loan Documents, the Borrower Entities are
obligated to make payments to DVIFS in the aggregate amount of $1,234,988.40 for
the month of July, 2001 and $1,235,382.56 per month for each of the months of
August and September, 2001 (collectively, the "REGULAR MONTHLY PAYMENTS"), in
the manner set forth in those certain lock box documents (the "LOCK BOX
AGREEMENT") among the Borrower Entities and DVIBC, on behalf of DVIFS, and DVIFS
is entitled to withdraw from the Lock Box account established thereunder (the
"LOCK BOX") the Regular Monthly Payments.

         C. There currently exist multiple defaults and events of default, and
during the term of this Agreement, there may exist additional defaults or events
of default (collectively, the "DEFAULTS") by the Borrower Entities under the
DVIFS Loan Documents and under various loan and security agreements, promissory
notes and other agreements by and among DVIBC and the Borrower Entities (as
amended, restated, extended, modified or supplemented from time to time, the
"DVIBC LOAN DOCUMENTS", and together with the DVIFS Loan Documents, the "LOAN
DOCUMENTS").

         D. The Borrower Entities have requested that DVIFS forbear from
withdrawing from the Lock Box any funds in excess of the aggregate amount of
$600,000.00 per month for each of the months of July, August and September, 2001
and that the DVI Entities forbear from exercising their rights and remedies
against the Borrower Entities with respect to the Defaults during the
Forbearance Period (as hereinafter defined).





                                     - 1 -
<PAGE>

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged by each party hereto intending to be legally bound hereby,
the parties hereby agree as follows:

         1. RECITALS. Each of the Recitals set forth above is true and correct
and is incorporated herein by reference.

         2. FORBEARANCE. The DVI Entities shall each forbear from exercising its
rights and remedies against Borrower Entities with respect to the Defaults for a
period (the "FORBEARANCE PERIOD") commencing on the date hereof and ending on
the close of business on the earliest to occur of:

                  a.       September 30, 2001; or

                  b.       The occurrence of an Event of Default hereunder.

         3. DVIBC PAYMENTS. During the term of this Agreement, the Borrower
Entities shall pay or cause to be paid to DVIBC in accordance with the
procedures set forth in the Lock Box Agreement their proportionate shares of the
amounts due to DVIBC in accordance with the DVIBC Loan Documents.

         4. DVIFS PAYMENTS. During the term of this Agreement, the Borrower
Entities shall pay or cause to be paid to DVIFS in accordance with the
procedures set forth in the Lock Box Agreement each of their proportionate
shares of the aggregate outstanding amounts due on the Loans for the months of
July, August and September, 2001 as follows (collectively, the "FORBEARANCE
PAYMENTS"):

         August 1, 2001                $300,000, receipt of which is hereby
                                       acknowledged

         August 8, 2001                $150,000, receipt of which is hereby
                                       acknowledged

         August 15, 2001               $150,000, receipt of which is hereby
                                       acknowledged

         August 22, 2001               $150,000, receipt of which is hereby
                                       acknowledged

         August 29, 2001               $150,000

         September 5, 2001             $150,000

         September 12, 2001            $150,000

         September 19, 2001            $150,000

         September 26, 2001            $150,000

                  The Borrower Entities shall pay DVIFS an amount equal to the
difference between the Forbearance Payments actually made and the Regular
Monthly Payments that should have been made had this Agreement not been entered
into (the "FORBEARANCE AMOUNT")




                                     - 2 -
<PAGE>

in accordance with the terms of a restructuring of the DVIFS Indebtedness to be
effectuated on or before the expiration of the Forbearance Period. In the event
the restructuring fails to occur by such date, the Forbearance Amount shall be
paid no later than ninety (90) days from the expiration of the Forbearance
Period, unless paid earlier. During the term of this Agreement, and during the
aforementioned ninety (90) day period, the Forbearance Amount shall continue to
accrue interest at the applicable non-default contract rate as provided in the
respective DVIFS Loan Documents.

         5. ADDITIONAL PAYMENTS. In addition to the foregoing payments, each of
the Borrower Entities shall remit to DVIFS on or before October 30, 2001, in the
manner provided in the Lock Box Agreement, an amount equal to its aggregate
Excess Cash Flow (as defined below) for the period July 1, 2001 through
September 30, 2001 not to exceed the balance of the Forbearance Amount. Such
payment shall be applied to the Forbearance Amount. As used herein "EXCESS CASH
FLOW" shall mean for any given period an amount equal to: (a) the Borrower
Entities' consolidated net income, plus depreciation expense, plus amortization
expense for such period, less (b) principal and interest payments made by the
Borrower Entities in the ordinary course of business for such period.

         6. NO WAIVER. Except as expressly provided herein to the contrary, each
of the Borrower Entities hereby acknowledges and agrees that effective as of the
date hereof, any implied waiver by any of the DVI Entities of any obligation or
covenant of any of the Borrower Entities under the Loan Documents is expressly
terminated and rescinded and that each of the Borrower Entities is obligated to,
and is expected by the DVI Entities to, strictly perform and comply with all of
such obligations and covenants as provided in the Loan Documents. Nothing
contained herein shall be deemed to obligate the DVI Entities to enter into any
other forbearance agreements or to waive any default.

         7. GENERAL ACKNOWLEDGEMENTS. Each of the Borrower Entities hereby
acknowledges and agrees as follows:

                  a. Neither this Agreement nor any other agreement entered into
in connection herewith or pursuant to the terms hereof shall be deemed or
construed to be a compromise, satisfaction, reinstatement, accord and
satisfaction, novation or release of any of the Loan Documents, or any rights or
obligations thereunder, or a waiver by the DVI Entities of any of their rights
under the Loan Documents or at law or in equity. Without limiting the foregoing,
the reference to an outstanding balance in Recital A shall not be deemed to
constitute DVIFS' consent to, or otherwise permit, prepayment of the DVI
Indebtedness except as may otherwise be provided for in the DVIFS Loan
Documents.

                  b. Except as specifically provided herein, neither this
Agreement nor any other agreement executed in connection herewith or in
connection with any of the Loan Documents or pursuant to the terms hereof or
thereof, nor any actions taken pursuant to this Agreement or such other
agreement shall be deemed to cure any of the Defaults or any other events of
default which may exist under the Loan Documents, or to be a waiver by the DVI
Entities of the Defaults or any other existing defaults or events of default
under the Loan Documents, or of any rights or remedies in connection therewith
or with respect thereto, it being




                                     - 3 -
<PAGE>

the intention of the parties hereto that the obligations of each of the Borrower
Entities with respect to the Loan Documents are and shall remain in full force
and effect, and the DVI Entities reserve all of their rights and remedies in
connection herewith.

                  c. All liens, security interests, rights and remedies granted
to the DVI Entities in the Loan Documents by any of the Borrower Entities are
hereby renewed, confirmed and continued.

                  d. If at any time a payment or payments made by any of the
Borrower Entities to any of the DVI Entities hereunder or under any of the Loan
Documents are subsequently invalidated, declared to be fraudulent or
preferential, and are set aside or are required to be repaid to a trustee,
receiver or any other person or entity under any bankruptcy act, state or
federal law, common law or equitable cause, then to the extent of such payment
or payments, the obligation intended to be satisfied shall be revived and
continued in full force and effect as if such payment or payments had not been
made.

         8. DEFAULT. Occurrence of any one or more of the following shall
constitute a default hereunder and under each of the Loan Documents (each an
"EVENT OF DEFAULT"):

                  a. A court enters a decree or order for relief in respect of
any of the Borrower Entities in an involuntary case under any applicable
bankruptcy, insolvency, or other similar law then in effect, or appoints a
receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other
similar official) of any of the Borrower Entities or for any substantial part of
any of their property, or orders the windup or liquidation of any of the
Borrower Entities' affairs; or a petition initiating an involuntary case under
any such bankruptcy, insolvency, or similar law is filed against any of the
Borrower Entities and is pending for sixty (60) days without dismissal;

                  b. Any of the Borrower Entities commences a voluntary case
under any applicable bankruptcy, insolvency or other similar law then in effect,
makes any general assignment for the benefit of creditors, or takes corporate
action in furtherance of any of the foregoing;

                  c. The failure of any of the Borrower Entities to comply with
the terms of this Agreement in any material respect; or

                  d. All of any part of the Collateral or any other assets of
any of the Borrower Entities is attached, seized, subjected to a writ or
distress warrant, or levied upon, or come within the possession or control of a
receiver, trustee, custodian or assignee for the benefit of creditors.

         9. ADDITIONAL COLLATERAL.

                  a. ACCOUNTS RECEIVABLE. In addition to the Collateral (as
defined in the DVIFS Loan Documents), each of the Borrowers hereby grants,
assigns, conveys, and pledges to DVIFS as additional security for the DVIFS
Indebtedness a security interest and lien upon any and all of its right, title
and interest in all present and future "accounts" including, without limitation,
"health-care-insurance receivables", "chattel paper", "instruments",
"letter-of-credit




                                     - 4 -
<PAGE>

rights", "deposit accounts", "general intangibles", including "payment
intangibles" and books and records relating to such accounts (as each term is
defined in the Uniform Commercial Code, as amended and adopted by the
Commonwealth of Pennsylvania, or, to the extent any of the DVIFS Loan Documents
are governed by laws of a state other than the Commonwealth of Pennsylvania,
such state's Uniform Commercial Code in effect shall apply), owned or held in
the form of collateral, by each of the Borrowers, other than those Borrowers
that have heretofore granted such security interest to DVIFS (all of the
foregoing collateral identified herein collectively referred to as the "ACCOUNTS
RECEIVABLES"); PROVIDED, HOWEVER, that with respect to the Accounts Receivable
of Chalmette Imaging Associates, Medical Imaging Center of Kansas City II, HE
Imaging Partners, Ltd. and Park South Imaging Center, Ltd., such grant,
assignment, conveyance or pledge shall be subject to the receipt of any third
party consents necessary to permit such grant, assignment, conveyance or pledge.
Each of the Borrowers confirms that it shall execute any documents, instruments,
and agreements reasonably required by DVIFS to evidence and perfect its interest
in the Accounts Receivables. DVIBC hereby consents to the foregoing grant,
assignment, conveyance and pledge of the Borrowers' Accounts Receivable to
DVIFS. To the extent that certain Borrowers have previously pledged such
Accounts Receivable to DVIBC, DVIBC acknowledges, consents and agrees that such
Accounts Receivable are and shall be subject to the additional lien of DVIFS and
waives any default under the DVIBC Loan Documents as a result of such additional
lien.

                  b. EQUITY INTEREST. In addition to the Collateral (as defined
in the DVIFS Loan Documents), USD hereby grants, assigns, conveys, and pledges
to DVIFS as additional security for the DVIFS Indebtedness a security interest
and lien upon (i) USD's present and future ownership interest in USDL
Pittsburgh, Inc., a Delaware corporation, (the "EQUITY INTEREST"), (ii) all
dividends, cash, securities and property issued, paid, declared and/or
distributed in connection with the Equity Interest, or any portion thereof,
(iii) all cash, securities and other property paid, issued and/or distributed to
or for the benefit of USD in exchange, redemption or substitution for the Equity
Interest, or any portion thereof, and (iv) all other cash, securities and
property paid, issued and/or distributed to or for the benefit of USD as a
consequence of USD's ownership of the Equity Interest, or any portion thereof,
and (v) all proceeds of the foregoing (collectively, the "EQUITY COLLATERAL").
USD confirms that it shall (i) execute any documents, instruments, and
agreements reasonably required by DVIFS to evidence and perfect its interest in
the Equity Collateral, and (ii) deliver to DVIFS all original certificates and
instruments representing or evidencing the Equity Collateral, or any portion
thereof, in suitable form for transfer by delivery, or accompanied by duly
executed instruments of transfer or assignments in blank.

                  Prior to the occurrence of an Event of Default, USD shall be
entitled to (i) exercise any and all voting and other consensual rights arising
under the Equity Collateral, and (ii) receive and retain any and all cash
dividends, distributions and interest, declared, distributed or paid, with
respect to the Equity Collateral; PROVIDED, HOWEVER, that any and all (a)
non-cash dividends, distributions and interest paid or payable, (b) instruments
and other property distributed with respect to, or in exchange for, the Equity
Collateral; (c) cash dividends and other distributions paid or payable with
respect to the Equity Collateral in connection with a partial or total
liquidation or dissolution, or a reduction of capital, capital surplus or
paid-in-surplus; and (d) cash distributed in respect of principal, or redemption
of, or in exchange for, the Equity Collateral, shall be delivered




                                     - 5 -
<PAGE>

to DVIFS to hold as Collateral (as defined in the DVIFS Loan Documents) and
shall, if received by USD, be received in trust for the benefit of DVIFS,
segregated from all other property or funds of USD, and delivered to DVIFS in
the same form as so received (with any necessary documents, endorsements or
assignments in blank with guaranteed signature(s)).

                   Upon the occurrence and during the continuation of an Event
of Default, DVIFS, shall have the right, upon notice to USD and in accordance
with and to the extent permitted by law, (i) to terminate all rights of USD to
exercise voting and other consensual rights and receive dividends, distributions
and interest payments with respect to the Equity Collateral; and (ii) to
exercise all voting and other consensual rights, and to receive and hold as
Collateral (as defined in the DVIFS Loan Documents) all such dividends,
distributions and interest payments, such dividends, distributions and interest
payments to be applied against the Borrower Entities' obligations to DVIFS in
accordance with the terms of the DVIFS Loan Documents.

         10. ADDITIONAL COVENANTS. In addition to all of the covenants contained
in the DVIFS Loan Documents, each of the Borrower Entities shall provide to
DVIFS (a) on the 30th day of each month, commencing August 30, 2001 and
continuing thereafter through October 30, 2001, a schedule of the combined and
consolidated accounts receivable and accounts payable of the Borrower Entities,
and all receipts and disbursements relating thereto, for the immediately
preceding month, all certified as to accuracy by the chief financial officer of
USD, and (b) all information reasonably requested by DVIFS with respect to any
account debtor. By way of example, on August 30, 2001, the Borrower Entities
will provide DVIFS with the monthly report for the month of July, 2001. The
foregoing monthly reports shall be delivered by overnight courier to DVIFS
addressed as follows:

                           DVI Financial Services Inc.
                           2500 York Road
                           Jamison, PA 18929
                           Attn:   Raymond Fear
                                   Joseph Malott

         11. RELEASE. DVIFS has recently approved the financing of a transaction
whereby Lutz Radiology Corporation ("LUTZ") will acquire all the stock of
Meditek-ICOT, Inc. ("MEDITEK"). Upon the consummation of such transaction, the
DVI Entities will release Meditek from its obligations hereunder; PROVIDED,
HOWEVER, that the DVI Entities shall retain their lien on any of Meditek's
Accounts Receivables and other assets constituting Collateral (as defined in the
Loan Documents) that are not sold to Lutz as part of such transaction.

         12. COMMUNICATIONS AND NOTICES. Except as otherwise provided in SECTION
10 above, all notices, requests and other communications made or given in
connection with this Agreement or under the Loan Documents shall be made in
accordance with the respective Loan Documents to which each of the Borrower
Entities is a party.

         13. TIME OF ESSENCE. Time is of the essence of this Agreement.




                                     - 6 -
<PAGE>

         14. INCONSISTENCIES. Except as otherwise specifically provided herein,
to the extent of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any of the Loan Documents, the terms
and conditions of this Agreement shall prevail. All terms and conditions of any
of the Loan Documents not inconsistent herewith shall remain in full force and
effect and are hereby ratified and confirmed by each of the parties hereto.

         15. BINDING EFFECT. This Agreement and all rights and powers granted
hereby will bind and inure to the benefit of the parties hereto and their
respective permitted successors and assigns.

         16. SEVERABILITY. The provisions of this Agreement and all other Loan
Documents are deemed to be severable, and the invalidity or unenforceability of
any provision shall not affect or impair the remaining provisions which shall
continue in full force and effect.

         17. NO THIRD PARTY BENEFICIARIES. The rights and benefits of this
Agreement and the Loan Documents shall not inure to the benefit of any third
party.

         18. MODIFICATIONS. No modification of this Agreement or any of the Loan
Documents shall be binding or enforceable unless in writing and signed by or on
behalf of the party against whom enforcement is sought.

         19. LAW GOVERNING. This Agreement has been made and delivered in the
Commonwealth of Pennsylvania and will be construed in accordance with and
governed by the laws of such Commonwealth (without giving effect to principles
of conflicts of law).

         20. HEADINGS. The headings of the Articles, Sections, paragraphs and
clauses of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part of this Agreement.

         21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

         22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties hereto concerning the subject matter set forth herein and
supersedes all prior or contemporaneous oral and/or written agreements and
representations not contained herein concerning the subject matter of this
Agreement.

         23. WAIVER OF RIGHT TO TRIAL BY JURY. THE PARTIES HERETO WAIVE ANY
RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO
HEREIN OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE BORROWER ENTITIES WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER DOCUMENT




                                     - 7 -
<PAGE>

OR INSTRUMENT REFERRED TO HEREIN OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF BORROWER ENTITIES TO WAIVER OF THEIR RIGHT TO TRIAL BY JURY. THE
BORROWER ENTITIES ACKNOWLEDGE THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH
COUNSEL REGARDING THIS SECTION, THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT
AND EFFECT, AND THAT THEY VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF THIS
SECTION.

         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the day and year first above written.

USD:                                   U.S. Diagnostic, Inc., a Delaware
                                       corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


THE BORROWERS:                         Advanced Medical Imaging Center, Inc.,
                                       a Delaware corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       HE Imaging Partners Ltd., a Delaware
                                       corporation



                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO





                                     - 8 -
<PAGE>

                                       San Francisco MRI, Inc., a Delaware
                                       corporation



                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       South Coast Radiologists Corp., a
                                       Delaware corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       Imaging Center of Orlando, a Delaware
                                       corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       First Coast Imaging, Inc., a Delaware
                                       corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       USDL Pittsburgh, Inc., a Delaware
                                       corporation



                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO





                                     - 9 -
<PAGE>

                                       USD Dayton, Inc., a Delaware corporation



                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       LB Imaging Center, Inc., a Delaware
                                       corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO



                                       Community Radiology of Virginia, Inc.,
                                       a Delaware corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO



                                       Meditek-ICOT, Inc., a Delaware
                                       corporation,


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       Mica Imaging, Inc., a Delaware
                                       corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       Meditek-Palm Beach Gardens, Inc., a
                                       Delaware corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO





                                     - 10 -
<PAGE>

                                       Meditek-Premier, Inc., a Delaware
                                       corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       Long Beach Medical Imaging Center,
                                       a Delaware corporation


                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


                                       Affiliated Medical Imaging Network, Inc.



                                       By: /s/ Leon F. Maraist
                                           -------------------------------------
                                       Name:  Leon F. Maraist
                                       Title: President, CEO


DVI ENTITIES:                          DVI Financial Services Inc.



                                       By: /s/ Richard E. Miller
                                           -------------------------------------
                                       Name:  Richard E. Miller
                                       Title: President



                                       DVI Business Credit Corporation

                                       By: /s/ Richard E. Miller
                                           -------------------------------------
                                       Name:  Richard E. Miller
                                       Title: Vice President




                                     - 11 -