Exhibit 10.3

                        SUBORDINATED SECURITY AGREEMENT
                        -------------------------------

     FOR  VALUE  RECEIVED,   HEARTGEN  CENTERS,  INC.,  an  Indiana  corporation
("Debtor"),  hereby grants to VASOMEDICAL,  INC.,  ("Secured Party"), a security
interest in all Debtor's (i) Accounts,  excluding,  all Excluded Accounts,  (ii)
Deposit Accounts;  (iii) all books and records  (including,  without limitation,
credit files,  computer  programs,  printouts and other  computer  materials and
records)  of  Debtor  pertaining  to (i) and (ii)  above;  (iv)  all  additions,
accessions,  accessories,  and  replacements of (i) and (ii) above;  and (v) all
products and Proceeds of (i) and (ii) above, now owned and existing or hereafter
acquired or arising (all of the  above-described  property is referred to herein
collectively as the "Collateral").

     As used herein,  the term: (a) "Accounts"  means  "accounts" (as defined in
the UCC); (b) "Credit Agreement" means the Credit Agreement, dated as of January
11,  2002,  as amended by the First  Amendment to Credit  Agreement  dated as of
February __, 2002, and by the Loan  Modification  Agreement dated as of March 4,
2002, among RLA 1993 Trust,  Richard Abrahams,  Secured Party and Debtor, as the
same may be amended, modified, supplemented,  and/or restated from time to time;
(c) "Deposit  Accounts" means the deposit accounts listed on Schedule I attached
hereto and all other "deposit accounts" (as defined in the UCC) now or hereafter
owned by Debtor;  (d) "Proceeds" means all "proceeds" (as defined in the UCC) of
the Accounts and Deposit  Accounts;  (e) "Restricted  Account" means any Account
that  consists  of a claim for  payment  or the right to receive  payment  under
Medicare, Medicaid, or any similar government program which prohibits a provider
of services from  assigning or causing  payments due to such provider to be made
to any other  Person,  or restricts the  provider's  ability to do so; (f) "UCC"
means the  Uniform  Commercial  Code as adopted  and in effect in Indiana on the
date  hereof and as the same may be  amended  from time to time and at any time;
and (g)  "Warrant"  means the  Warrant  to  Purchase  Shares of Common  Stock of
HeartGen  Centers,  Inc.  issued  to  the  Secured  Party  on the  date  hereof.
Capitalized  terms used in this Security  Agreement  and not  otherwise  defined
herein shall have the meanings ascribed to them in the Credit Agreement.

     The security  interest  hereby  granted to Secured Party is given to secure
the performance  and payment when due of the  Obligations.  As used herein,  the
term "Obligations" shall mean the Debtor's obligations to repurchase the Warrant
pursuant  to the  terms of  Section 8  thereof;  provided  that the  Obligations
secured hereby shall not in any event exceed the sum of $249,945.00.

     Debtor represents and warrants to and agrees with Secured Party as follows:

     1. The Collateral.

     (a) Title. Debtor has or will acquire,  and will maintain full and absolute
title in Debtor to the  Collateral,  free of all security  interests,  liens and
encumbrances  other than (i) the security  interests  herein  granted to Secured
Party, (ii) the security interest created by the Primary Security  Agreement (as
hereinafter  defined) which security interest is senior to the security interest
granted herein, and (iii) liens,  security interests and other encumbrances that
are  enumerated  in  Section  5.02(a)(1)  through  (6) of the  Credit  Agreement
(collectively,  the  "Permitted  Liens").  Debtor has good right to subject  the
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Collateral to the security interests granted by this Security Agreement.  Except
with  respect to  Permitted  Liens and the  security  interests  granted by this
Security  Agreement,  no financing  statement,  mortgage,  security agreement or
similar or  equivalent  document or  instrument  covering all or any part of the
Collateral is on file or of record in any  jurisdiction  in which such filing or
recording  would be  effective  to perfect a lien or  security  interest on such
Collateral.

     (b)  Location.  Debtor  shall  keep full and  accurate  books  and  records
relating to the  Collateral in accordance  with  generally  accepted  accounting
principles.  Unless  Secured  Party  otherwise  consents,  all business  records
constituting,  relating to or evidencing any of the Collateral  shall be located
at Debtor's chief executive  office and principal  place of business  located at
10304 North Hayden Road,  Suite 3,  Scottsdale,  Arizona 85258  ("Debtor's Chief
Executive Office"), except as permitted in subparagraph (g) below.

     (c) Taxes and  Assessments.  Debtor shall  promptly pay, as they become due
and payable,  all taxes and assessments imposed upon the Collateral or upon this
Security Agreement.

     (d) Protection of Collateral.  Debtor shall not,  without the prior written
consent of Secured Party, sell, assign, transfer, or otherwise dispose of any of
the Collateral or any of Debtor's right,  title or interest  therein (except for
the creation or existence of  Permitted  Liens),  and shall not  otherwise do or
permit  anything  to be done or to  occur  that may  impair  the  Collateral  as
security hereunder.

     (e)  Accounts.  Each Account  subject to the  security  interest of Secured
Party:  (i) is not and will not be subject to any  agreement  wherein an Account
debtor on any Account may claim a deduction  or discount  except as reflected on
the document evidencing the Account; and (ii) is and will be owned by Debtor and
Debtor shall have the right to subject such Account to the security  interest of
Secured Party.  Debtor has taken all actions  necessary under the UCC to perfect
its interest in any Accounts  purchased or otherwise  acquired by it, as against
its assignors and creditors of its assignors.

     (f) Deposit Accounts. Schedule I attached hereto is a complete and accurate
list of all deposit  accounts  currently  owned by Debtor.  Debtor  shall notify
Secured  Party of each new Deposit  Account  established  by Debtor  pursuant to
Sections 6 and 7 of the Security  Agreement  between  Debtor and Secured  Party,
dated as of January 11, 2002 (the "Primary Security Agreement"). Debtor will not
establish any Deposit Account except pursuant to Sections 6 and 7 of the Primary
Security  Agreement.  Debtor will direct all account debtors who are third party
payors  to  make  payments  on  Accounts  directly  to the  appropriate  Deposit
Accounts,  and will deposit all  payments of the  Accounts  that are received by
Debtor into the appropriate Deposit Accounts.

     (g)  Name/Location.  Debtor has not, during the six (6) years preceding the
date  of  this  Security  Agreement,  been  known  as  or  used  any  corporate,
fictitious,  or assumed  name other than the name by which it is  identified  in
this Security Agreement, "Anicore International, Inc." and "HeartGen Centers" or
acquired any  operating  business  divisions or entities.  Debtor's  federal tax

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identification number is 35-2062953.  Debtor will not change (i) the location of
Debtor's  Chief  Executive  Office;  (ii) the location of any Collateral if such
change  would  cause the lien and  security  interest  of Secured  Party in such
Collateral  to  lapse  or  cease to be  perfected  either  immediately  upon the
movement  thereof or after the passage of time;  or (iii) its name,  identity or
corporate structure in any manner; and will not reorganize under the laws of any
jurisdiction,  either as a corporation  or different  type of entity,  unless it
shall have given  Secured  Party not fewer than thirty (30) days' prior  written
notice thereof.

     2. Financing Statements, Certificates, Etc. Debtor will, from time to time,
at its expense,  execute,  deliver,  file and record any statement,  assignment,
instrument,  document,  agreement  or other  paper  and take any  other  action,
(including,  without  limitation,  any  filings  of  financing  or  continuation
statements  under  the UCC) that  from  time to time may be  necessary,  or that
Secured Party may reasonably  request,  in order to create,  preserve,  perfect,
confirm, validate, or protect the security interests granted or created pursuant
to this  Security  Agreement  or to  enable  Secured  Party to  obtain  the full
benefits of this Security Agreement,  or to enable Secured Party to exercise and
enforce any of its rights,  powers and remedies hereunder with respect to any of
the Collateral. To the extent permitted by law, Debtor hereby authorizes Secured
Party to execute  and file  financing  statements  and  continuation  statements
without  Debtor's  signature  appearing  thereon.  Debtor  agrees that a carbon,
photographic, photostatic or other reproduction of this Security Agreement or of
a financing  statement is  sufficient  as a financing  statement.  Secured Party
agrees to provide Debtor with a carbon,  photographic or photostatic copy of any
financing or continuation  statement or other document concerning the Collateral
filed by Secured  Party  without  Debtor's  signature or signed by Secured Party
pursuant  to the  power  of  attorney  granted  herein.  Debtor  shall  pay  the
reasonable  costs,  fees,  and expenses of, or  incidental  to, the  perfection,
protection and preservation of Secured Party's lien and security interest in the
Collateral, including without limitation any recording or filing fees, recording
taxes and stamp taxes incurred in connection with the filing or recording of all
financing  and  continuation  statements  and  other  documents  concerning  the
Collateral.

     3. General Covenants.

     (a)  Debtor  agrees to pay  promptly  when due all taxes,  assessments  and
governmental  charges  upon or against  the  Collateral,  or Debtor,  or for the
property or operations of Debtor, in each case before the same become delinquent
and before penalties accrue thereon,  unless and to the extent that the same are
being  contested in good faith by appropriate  proceedings  and for which Debtor
has established  adequate reserves.  Debtor shall give written notice to Secured
Party of all  happenings  and  events  having a material  adverse  effect on the
Collateral or the value or amount thereof;  including,  without limitation,  the
creation  or  assertion  of any lien or  security  interest  against  any of the
Collateral that is not a Permitted Lien.

     (b) In the event Debtor fails to pay taxes, assessments, costs and expenses
which  Debtor  is  required  to pay or in the  event  Debtor  fails  to keep the
Collateral  free  from  other  security  interests,  liens or  encumbrances  not
permitted  under the terms of this  Security  Agreement,  Secured Party may make
expenditures  for any and all such  purposes.  All costs and expenses of Secured

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<PAGE>

Party  in  retaking,  holding,  preparing  for  sale and  selling  or  otherwise
realizing  upon any  Collateral or enforcing any  provisions  hereof,  including
reasonable attorneys' fees, shall constitute part of the Obligations,  and shall
bear interest  from the date incurred at the rate of eighteen  percent (18%) per
annum.

     4. Processing, Sale and Collections. Debtor:

     (a)  will  use its best  efforts  to bill or make  claim  for  payment  for
services within three (3) business days of the date such services are performed;

     (b) will,  at its own  expense,  endeavor to collect,  as and when due, all
amounts due with  respect to any  Account,  including  the taking of such action
with respect to such  collection as Secured Party may reasonably  request or, in
the absence of such request, as Debtor may deem advisable; and

     (c) may grant, in the ordinary  course of business,  to any Account debtor,
any rebate,  refund or adjustment  to which such Account  debtor may be lawfully
entitled, and may accept, in connection therewith, the return of goods, the sale
or lease of which shall have given rise to the obligation of the Account debtor.

     If requested by Secured  Party,  Debtor will note the security  interest of
Secured  Party on all records  relative  to the  Collateral,  including  without
limitation  (but  only  after the  occurrence  of an Event of  Default  which is
continuing) Debtor's copy of any invoice that evidences an Account.

     5. Performance by Secured Party of Debtor's Agreements.  Secured Party may,
but shall have no duty to,  perform  any  agreement  of Debtor  hereunder  which
Debtor shall have failed to perform, and Debtor will forthwith reimburse Secured
Party  for  any  payment  made or any  expense  incurred  by  Secured  Party  in
connection with such performance.  Such payments and expenses shall constitute a
part of the Obligations and shall bear interest at the rate of eighteen  percent
(18%) annum from the date incurred by Secured Party.

     6.  Subordination of Liens.  This Security  Agreement and any and all other
right,  title,  liens and security interests which the Secured Party may acquire
from Debtor in the Collateral whether now owned or hereafter created or acquired
and wherever located as security for the  Obligations,  shall be junior in right
of  priority  to and  subordinate  to any and all liens and  security  interests
granted pursuant to the Primary Security Agreement.

     7. Control Agreements.  Pursuant to the Primary Security Agreement,  Debtor
and the  Initial  Lender  have  entered  and will  enter  into  certain  control
agreements with the financial institutions holding the Deposit Accounts in order
to perfect the security  interests  in the Deposit  Accounts  created  under the
Primary  Security  Agreement.  Upon  satisfaction  and  payment  in  full of the
obligations and  indebtedness  secured by the Primary  Security  Agreement,  and
provided that the Obligations under this Security Agreement remain  outstanding,
Debtor,  Secured Party (or a collateral  agent acting for the benefit of Secured
Party and all other secured parties holding security interests that are of equal
rank and priority  with the  security  interest  granted  hereunder;  herein,  a
"Collateral  Agent") and the appropriate  financial  institution(s)  shall enter

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<PAGE>

into control  agreements (a)  substantially in the form of Exhibit A attached to
the Primary  Security  Agreement  with respect to each  Deposit  Account that is
intended  to receive  deposits  of  payments  of  Restricted  Accounts;  and (b)
substantially  in the same forms as those  entered into  pursuant to the Primary
Security  Agreement,  with respect to each  Deposit  Account that is intended to
receive deposits of payments of Accounts other than Restricted Accounts. Secured
Party  agrees  that  Secured  Party  will not give  (and  will  not  direct  any
Collateral  Agent  to give)  Account  Directions  (as  defined  in such  control
agreements)  except  after  giving a Notice of  Exclusive  Control  pursuant  to
Section 10 of this Security Agreement.  Secured Party agrees that if at the time
the  Obligations  are fully paid and satisfied,  the Collateral  Agent is acting
only as agent for Secured Party,  Secured Party will direct the Collateral Agent
to terminate the control agreements.

     8. Events of Default.  The occurrence of each of the following events shall
constitute an Event of Default by Debtor under this Security Agreement (referred
to herein as an "Event of Default"):

     (a) Any  breach  by  Debtor  of any term,  covenant  or  provision  of this
Security Agreement.

     (b) Any  breach by  Debtor  in the  performance  of its  obligations  under
Section 8 of the Warrant.

     9. General Authority.  Debtor hereby irrevocably appoints the Secured Party
its true and lawful attorney,  with full power of  substitution,  in the name of
Debtor or Secured Party for the sole use and benefit of the Secured  Party,  but
at Debtor's expense, to the extent permitted by law to exercise, at any time and
from time to time while an Event of Default has occurred and is continuing,  all
or any of the  following  powers with  respect to all or any of the  Collateral,
other than Restricted Accounts and the proceeds thereof:

     (a) to demand,  sue for, collect,  receive and give acquittance for any and
all monies due or to become due thereon or by virtue thereof;

     (b) to  settle,  compromise,  compound,  prosecute  or defend any action or
proceeding with respect thereto;

     (c) to sell, transfer,  assign or otherwise deal in or with the same or the
proceeds or avails  thereof,  as fully and  effectually as if Secured Party were
the absolute owner thereof;

     (d) to extend  the time of payment  of any or all  thereof  and to make any
allowance and other adjustments with reference thereto; and

     (e) to make all  necessary or  appropriate  transfers of all or any part of
the Collateral in connection with any sale, lease or other  disposition  thereof
pursuant to this  Security  Agreement,  and  execute  and deliver any  documents
necessary or appropriate to effect,  evidence or facilitate such sale,  lease or
other disposition.

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<PAGE>

     10.  Remedies Upon Default.  Upon the occurrence of any Event of Default by
Debtor under this Security  Agreement and at any time thereafter  (such Event of
Default not  previously  having been cured or  waived),  Secured  Party shall be
entitled,  by written or  telegraphic  notice to Debtor,  to declare  all of the
Obligations to be immediately  due and payable,  whereupon the same shall become
immediately due and payable,  without presentation,  demand,  protest, notice of
protest,  or other  notice  of  dishonor  of any kind,  all of which are  hereby
expressly waived.  In addition,  upon the occurrence of any Event of Default and
at any time thereafter (such Event of Default having not previously been cured),
Secured  Party shall have all the remedies of a secured  party under the UCC and
as otherwise provided by applicable law, and shall have the right to give (or to
direct its  Collateral  Agent to give ) to the  Account  Holder  (as  defined in
Exhibits  A and B  attached  to the  Primary  Security  Agreement)  a Notice  of
Exclusive  Control  (as such term is used in the  Primary  Security  Agreement).
Secured  Party may  proceed by a suit or suits at law or in equity to  foreclose
its security interests and sell the Collateral,  or any portion thereof, under a
judgment or decree of a court or courts of competent jurisdiction.  The expenses
of retaking,  holding,  preparing for sale, selling and the like, and reasonable
attorneys'  fees and expenses  incurred by Secured  Party,  may be paid from the
proceeds of the disposition. Secured Party may receive, open and dispose of mail
addressed to Debtor and endorse notes, checks,  drafts, money orders,  documents
of title or other  evidences  of  payment,  shipment  or  storage or any form of
Collateral  on behalf  of and in the name of  Debtor,  as its  attorney-in-fact.
Secured  Party may cause Debtor to notify each Account  debtor in respect of any
Account that any payments due or to become due in respect of such Collateral are
to be made to Secured  Party,  or may notify each Account debtor to make payment
directly to Secured  Party (in which case Debtor  shall  provide  Secured  Party
access to Debtor's  books and records  regarding the Accounts in order to verify
Account debtor names and addresses), provided that the remedies provided in this
sentence  shall not be available to Secured  Party in respect of any  Restricted
Account or the proceeds thereof, except as may be authorized by subsequent court
order.  All  remedies of Secured  Party shall be  cumulative  to the full extent
provided by law.  Pursuit by Secured Party of certain judicial or other remedies
shall not abate nor bar resort to other remedies with respect to the Collateral,
and pursuit of certain  remedies  with respect to all or some of the  Collateral
shall  not bar  other  remedies  with  respect  to the  Obligations  or to other
portions  of the  Collateral.  Secured  Party  may  exercise  its  rights to the
Collateral  without  resorting  or  regard to other  collateral  or  sources  of
security or reimbursement for the Obligations.  Secured Party shall have no duty
to marshal Collateral.

     11. Expenses, Proceeds of Collateral.  Debtor shall pay to Secured Party on
demand any and all reasonable expenses,  including  reasonable  attorneys' fees,
incurred or paid by Secured  Party in  perfecting,  protecting  or enforcing its
rights upon or under  Obligations  or  Collateral.  After  deducting all of said
expenses the residue of any proceeds of collection  or sale of Collateral  shall
be applied to the payment of the Obligations as Secured Party may determine, and
Debtor shall remain fully liable for any deficiency.

     12.  Construction.  Should  applicable  law confer any rights or impose any
duties  inconsistent  with  or in  addition  to any of the  provisions  of  this
Security Agreement,  the affected provisions of this Security Agreement shall be
considered amended to conform to such law, but all other provisions hereof shall
remain in full force and effect without modification.


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     13. Successors in Interest.  This Security  Agreement shall be binding upon
and  inure  to the  benefit  of  Debtor,  Secured  Party  and  their  respective
successors, assigns and legal representatives.

     14.  Governing  Law  -  Jurisdiction.  The  validity,   interpretation  and
enforcement of this Security Agreement shall be governed by the internal laws of
the  State  of  Indiana  without  regard  to its  choice  or  conflicts  of laws
provisions.

     Executed and delivered as of the 4th day of March, 2002.

                                          HEARTGEN CENTERS, INC.



                                          By:____________________________

                                          Printed:_______________________

                                          Title:_________________________

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                                   Schedule I
                                   ----------

                                Deposit Accounts


Johnson Bank
8700 N. Gainey Center Drive
Scottsdale, AZ 85258
Acc. # 6030820613 checking
Acc. # 3052925068 money market
Acc. #6207024090

Union Federal Bank
PO Box 6054
Indianapolis, IN 46206-6054
Acc. # 590160168 deposit
Acc. # 590178997 petty cash

Community Bank of Nevada
1400 S. Rainbow
Las Vegas, NV 89146
Acc. # 0102024464 deposit
Acc. # 0102024456 petty cash

First Union National Bank
---------------------
Atlanta, Georgia ________
Acc. #2000010495852 deposit
Acc. #2000010495865 petty cash

First Union National Bank
---------------------
Tampa, Florida ________
Acc. #2000011016023 deposit
Acc. #2000011016036 petty cash

Harris Bank Elk Grove NA
500 E. Devon Avenue
Elk Grove Village, IL 60007
Acc. # 0600136530 deposit
Acc. # 0600136522 petty cash