Exhibit 10.2

                          LOAN MODIFICATION AGREEMENT


     THIS LOAN MODIFICATION  AGREEMENT (this  "Modification  Agreement") is made
and entered into as of the 4th day of March,  2002 (the "Effective Date") by and
among HEARTGEN  CENTERS,  INC. (the  "Company") RLA 1993 TRUST ("RLA"),  RICHARD
ABRAHAMS ("Abrahams") and VASOMEDICAL, INC., a Delaware corporation ("Vaso").

                                    Recitals
                                    --------

     1. The Company, RLA, and Abrahams are parties to a certain Credit Agreement
dated as of  January  11,  2002,  as amended  by the First  Amendment  to Credit
Agreement dated February 22, 2002 (the "Agreement").

     2. This Modification Agreement is being executed to evidence the assignment
and  transfer  by RLA to Vaso of a portion of RLA's  commitment  to make  Center
Financing  Advances and its corresponding  rights,  title and interest in and to
the Agreement,  and Vaso's assumption of such commitment,  and to effect certain
amendments  of  the  terms  of the  Agreement,  the  Loan  Documents  and  other
agreements between RLA and the Company.

                                   Agreement
                                   ---------

     NOW THEREFORE, the Company, RLA, Abrahams, and Vaso agree as follows:

     1.  DEFINITIONS.  Terms  used in this  Modification  Agreement  with  their
initial  letters  capitalized  and which are not defined  herein  shall have the
meanings  ascribed  to them in the  Agreement,  as amended by this  Modification
Agreement.

     2. ASSIGNMENT AND TRANSFER BY RLA.

     a.  Effective  as of March 1, 2002,  RLA rescinds the notice given prior to
that date, of RLA's  termination of its commitment to make the Center  Financing
Advances  in the  principal  sum of  $500,000.00  that are to be made by  Lender
pursuant to Section 2.02(c) of the Agreement  during the second calendar quarter
of 2002, and hereby reaffirms said commitment,  and agrees that on the Effective
Date and at the time of execution of this Agreement (but before giving effect to
Section 2.b.  below) such  commitment is binding upon RLA as though no notice of
termination had been given.

     b.  Effective as of the  Effective  Date,  RLA  irrevocably  transfers  and
assigns to Vaso,  without  recourse to RLA, all of RLA's  rights,  interests and
obligations  under the Agreement in respect of the Center Financing  Advances in
the  principal  sum of  $500,000.00  that are to be made by Lender  pursuant  to
Section 2.02(c) of the Agreement during the second calendar quarter of 2002 (the
"Assigned  Interest"),  and Vaso  irrevocably  accepts and assumes the  Assigned
Interest  from  RLA,  without  recourse  to  RLA,  and  agrees  to  perform  the
obligations of RLA in respect of such Center Financing Advances.  RLA represents
and warrants to Vaso that RLA is the legal and beneficial  owner of the Assigned

<PAGE>

Interest and that such interest is free and clear of any lien or adverse  claim.
RLA makes no  representation  or  warranty  and assumes no  responsibility  with
respect  to the  enforceability,  sufficiency  or  value of the  Agreement,  any
Collateral  thereunder or any of the Loan Documents  furnished pursuant thereto,
or the financial  condition of the Company or the  performance  or observance by
the Company of any of its  obligations  under the  Agreement  or any of the Loan
Documents.

     c. From and  after the  Effective  Date,  (i) Vaso  shall be a party to the
Agreement as amended by this  Modification  Agreement  and shall have the rights
and obligations of a Lender thereunder in respect of the Assigned Interest,  and
(ii) RLA shall relinquish its rights and be released from its obligations  under
the Agreement in respect of and only to the extent of the Assigned Interest.

     3.  AMENDMENT  OF  AGREEMENT.  Effective  as of  the  Effective  Date,  the
Agreement is amended as follows:

     a. The following new definitions are added to Section 1.02 of the Agreement


     "Unsecured Center Financing Advances" has the meaning ascribed to that term
     in Section 2.02(c) of this Agreement.

     "Unsecured  Obligations"  means the Unsecured Center Financing Advances and
     all renewals and extensions thereof, all interest accruing on the Unsecured
     Center  Financing  Advances,   and  all  costs,   expenses  and  reasonable
     attorneys'  fees  incurred  by  Lender  in the  enforcement  or  collection
     thereof.

     "Vaso" means Vasomedical, Inc., a Delaware corporation.

     b. The  definition  of the term  "Majority  Lender" in Section  1.02 of the
Agreement is hereby amended and restated to read as follows:  "Majority  Lender"
means the Initial Lender.

     c. The definition of the term  "Revolving  Loan Borrowing  Base" in Section
1.02 of the Agreement is hereby amended and restated to read as follows:

     "Revolving Loan Borrowing Base" means, at any date a determination  thereof
     is made,  an amount  equal to:  (a) from the  Initial  Funding  Date to and
     including September 30, 2002, eighty percent (80%) of the Eligible Accounts
     as determined by the most recent  Borrowing Base  Certificate  delivered to
     the Lender, minus the aggregate unpaid balance of principal and interest of
     the Center  Financing  Advances  (excluding the Unsecured  Center Financing
     Advances and all accrued unpaid interest  thereon);  and (b) from and after
     October  1,  2002,  seventy  percent  (70%)  of the  Eligible  Accounts  as

                                       2
<PAGE>

     determined by the most recent Borrowing Base  Certificate  delivered to the
     Lender, minus the aggregate unpaid balance of principal and interest of the
     Center  Financing  Advances   (excluding  the  Unsecured  Center  Financing
     Advances and all accrued unpaid interest thereon).

     d.  Section  2.02(c) of the  Agreement  is amended and  restated to read as
follows:


     (c) Disbursement of Proceeds.  Each Center Financing  Advance to be made by
     the  Initial  Lender  shall  be in  the  principal  sum of  not  less  than
     $225,000.00 or more than $300,000.00.  Such Center Financing Advances shall
     be disbursed to the Company as follows:  (i) the sum of  $450,000.00 on the
     Initial Funding Date; (ii) the sum of $250,000.00 during the third calendar
     quarter of 2002;  (iii) the sum of $250,000.00  during the fourth  calendar
     quarter of 2002;  (iv) the sum of  $250,000.00  during  the first  calendar
     quarter of 2003; and (v) the sum of $250,000.00  during the second calendar
     quarter  of 2003;  provided  that,  any of the  Center  Financing  Advances
     scheduled to be made after June 30, 2002, may be increased,  at the request
     of the Company, by up to $50,000.00, so long as the aggregate amount of all
     such  increases  does not exceed  $50,000.00,  and so long as the aggregate
     amount of all Center  Financing  Advances made by the Initial Lender and by
     Vaso does not exceed  $2,000,000.00.  Each such  Center  Financing  Advance
     shall be disbursed by the Initial  Lender not later than the third business
     day  following  the date in the  relevant  calendar  quarter  on which  the
     Company  delivers to Lender the first Financial  Statements  required under
     Section 5.02(b)(2) to be delivered in such calendar quarter,  together with
     an  Officer's  Certificate  setting  forth  the  Company's  EBITDA  for the
     preceding  calendar  quarter.  The Initial Lender shall not be obligated to
     make any Center Financing  Advance after April 1, 2002, if at the time such
     disbursement   is  scheduled  to  be  made,  the  Revolving  Loan  Increase
     Conditions or the Center  Financing  Conditions are not satisfied;  and the
     Initial Lender shall not be obligated to make any Center Financing  Advance
     on or  after  the  Initial  Funding  Date,  if  after  the  making  of such
     disbursement,  the outstanding  principal  balance of the Center  Financing
     Loan (exclusive of the Unsecured  Center  Financing  Advances) would exceed
     the Center  Financing  Borrowing  Base.  If at any date a Center  Financing
     Advance is scheduled  to be made,  the Initial  Lender is not  obligated to
     make a Center Financing  Advance due to a failure by the Company to satisfy
     any of the conditions stated in the preceding sentence, the Company, at its
     option,  may elect to take and if so elected the Initial  Lender shall make
     such  Center  Financing  Advance  on  the  first  day of  the  next  or any
     subsequent  calendar month;  provided that (i) the aggregate  amount of all
     Center  Financing  Advances made as of the end of any calendar  month shall
     not exceed the aggregate sum permitted to have been disbursed by the Lender
     at such time pursuant to this Section  2.02(c);  (ii) as of such date,  the
     Company has satisfied  the  applicable  conditions  stated in the preceding
     sentence,  and (iii) the Initial  Lender shall not be obligated to make any

                                       3
<PAGE>

     Center  Financing  Advance  after  June  30,  2003.   Notwithstanding   the
     foregoing,  if EBITDA of the Company for any fiscal  quarter  ending  after
     June 30,  2002,  is less  than  zero,  the  Initial  Lender  shall  have no
     obligation to make any Center Financing  Advance  scheduled to be disbursed
     thereafter.

          Vaso shall make Center Financing Advances to the Company in the sum of
     $500,000.00  (the  "Unsecured  Center  Financing  Advances"),  in two equal
     disbursements of $250,000.00 on or about March 5, 2002, and March 15, 2002.

          The Company, upon written notice to the Initial Lender given not fewer
     than sixty (60) days prior to the date such disbursement is to be made, may
     elect not to draw down one or both of the  final two (2)  disbursements  of
     the Center Financing Loan scheduled for calendar year 2003.

     e. Section 2.02(d) is amended and restated to read as follows:

     (d) Interest on the Center Financing Loan. The unpaid principal  balance of
     each Center Financing Advance and the Center Financing Note which evidences
     such  Center  Financing  Advance  outstanding  from time to time shall bear
     interest at the rate of eighteen percent (18%) per annum. Interest accruing
     on each Center Financing Advance shall not be compounded, but shall be paid
     in accordance with Section 2.02(e) of this Agreement.

     f.  Section  4.01 of the  Agreement  is  amended  and  restated  to read as
follows:

     Section  4.01.  Collateral  for the  Obligations.  Until paid in full,  the
     Obligations,  other than the Unsecured  Obligations,  shall be secured by a
     valid and enforceable  first priority  security interest and Lien in and to
     all Accounts of the Company now owned and existing or hereafter acquired or
     arising, and all proceeds thereof, excluding, all Excluded Accounts, and in
     all deposit accounts (as defined in the UCC) of the Company  (collectively,
     the "Collateral"),  subject only to Liens and security interests  described
     in the exceptions enumerated in subsections  5.02(a)(1) through (6) of this
     Agreement.  The security interest in the Collateral shall be granted to the
     Lender under the Security Agreement.

     g.  Section  6.03 of the  Agreement  is  amended  and  restated  to read as
follows:

     Section 6.03. Condition Subsequent.  The Lender shall have no obligation to
     make any Advance, or to make any Center Financing Advance that is scheduled
     to be made after the Initial Funding Date, unless and until the Company has
     fully performed its obligations  under and is in compliance with Sections 6
     and 7 of the Security Agreement.

                                       4
<PAGE>

     h. Section 7.02 of the Agreement is amended and restated in its entirety to
read as follows:

     Section 7.02. Effect of Event of Default. If any Event of Default described
     in Section 7.01(b) of this Agreement  shall occur,  maturity of each of the
     Loans shall  immediately be accelerated and each of the Notes and the Loans
     evidenced  thereby,  and  all  other  indebtedness  and any  other  payment
     Obligations of the Company to the Lender shall become  immediately  due and
     payable,  and the  obligation  of the Lender to make any  Advance or Center
     Financing  Advance shall immediately  terminate,  all without notice of any
     kind. If any Event of Default  described in Section  7.01(a) shall occur in
     respect of the Unsecured  Center  Financing  Advances,  Vaso may accelerate
     payment of the Unsecured  Center  Financing  Advances and declare the Notes
     evidencing the Unsecured Center Financing  Advances and all other Unsecured
     Obligations  for payment due and  payable,  whereupon  the maturity of such
     Unsecured Center  Financing  Advances shall be accelerated and each of said
     Notes and the Unsecured Center Financing Advances  evidenced  thereby,  and
     all other Unsecured  Obligations  for payment shall become  immediately due
     and  payable  and the  obligation  of Vaso to  make  any  Unsecured  Center
     Financing Advances shall immediately  terminate,  all without notice of any
     kind.  When any  Event of  Default  has  occurred  and is  continuing,  the
     Majority  Lender may accelerate  payment of the Loans and declare the Notes
     and all other payment  Obligations due and payable,  whereupon  maturity of
     each of the Loans shall be accelerated  and each of the Notes and the Loans
     evidenced  thereby,   and  all  other  payment   Obligations  shall  become
     immediately  due and payable and the  obligation  of the Lender to make any
     Advance  or Center  Financing  Advance  shall  immediately  terminate,  all
     without  notice of any kind. The Lender or such other holder shall promptly
     advise the Company of any such declaration,  but failure to do so shall not
     impair the effect of such  declaration.  Each  Lender  shall be entitled to
     enforce only the Notes and other  Obligations that are owed to such Lender.
     Notwithstanding  the provisions of Article II, the Initial Lender (which is
     also the Secured Party under the Security  Agreement)  shall be entitled to
     apply all  collections of Collateral so as to satisfy first all Obligations
     hereunder other than Unsecured  Obligations before any such collections are
     used to satisfy  any  Unsecured  Obligations.  The  remedies  of the Lender
     specified  in this  Agreement  or in any other Loan  Document  shall not be
     exclusive,  and the Lender may avail itself of any other remedies  provided
     by law as well as any equitable remedies available to the Lender.

     i. The second  sentence  of Section  8.01 of the  Agreement  is amended and
restated to read as follows:

     No amendment,  modification or waiver of, or consent with respect to any of
     the  provisions of this  Agreement or the other Loan Documents or otherwise
     of the Obligations shall be effective unless such amendment,  modification,
     waiver or consent is in writing and signed by the Majority  Lender;  except

                                       5
<PAGE>

     that Vaso may waive any Event of Default  described  in Section  7.01(a) of
     this Agreement in respect of the Unsecured Center Financing  Advances,  and
     such waiver shall be effective if it is in writing and signed by Vaso,  and
     shall be  binding  upon the  Majority  Lender  regardless  of  whether  the
     Majority Lender has consented thereto or signed such waiver.

     j.  Section  8.02 of the  Agreement  is  amended  and  restated  to read as
follows:

     Section  8.02.  Notices.  Any notice  given  under or with  respect to this
     Agreement  to the  Company  or the  Lender  shall  be in  writing  and,  if
     delivered by hand or sent by overnight courier service,  shall be deemed to
     have been given when delivered, and if mailed, shall be deemed to have been
     given five (5) days  after the date when sent by  registered  or  certified
     mail,  postage  prepaid,  and addressed to the Company or the Lender at its
     address shown below, and if given by telecopy, when sent by telecopy to the
     number  shown below,  or at such other  address or number as any such party
     may,  by  written  notice  to the  other  party  to  this  Agreement,  have
     designated as its address for such purpose.  The addresses  referred to are
     as follows:

     The Company:       HeartGen Centers, Inc.
                        10304 North Hayden Road, Suite 3
                        Scottsdale, Arizona 85258
                        Attn:  President
                        Facsimile:  (480) 368-9617

With a copy to:         BAKER & DANIELS
                        600 East 96th Street, Suite 600
                        Indianapolis, IN  46240
                        Attn:  Donald P. Bennett
                        Facsimile: (317) 569-4800

The Initial Lender
 and Abrahams:          Richard Abrahams
                        1725 Lilly Court
                        Highland Park, IL  60035
                        Facsimile:  (847) 579-1302

With a copy to:         Richard Abrahams
                        c/o Kingsport Capital Partners
                        95 Revere Drive, Suite F
                        Northbrook, IL  60062
                        Facsimile:  (847) 559-5807

                                       6
<PAGE>

And with a copy to:     NEAL, GERBER & EISENBERG
                        Two North LaSalle Street
                        Chicago, IL  60602
                        Attn:  Scott Bakal
                        Facsimile: (312) 269-1747

To Vaso:                Vasomedical, Inc.
                        180 Linden Avenue
                        Westbury, New York 11591
                        Attn:  Joe Giacalone, CFO
                        Facsimile:_(516) 997-2298

     k.  Schedule  2.03 to the  Agreement is deleted and replaced  with Schedule
2.03 attached to this Modification Agreement.

     4. MODIFICATION OF OTHER LOAN DOCUMENTS.

     a. It is the intent of the  parties  that the  Unsecured  Center  Financing
Advances  to be made by Vaso  pursuant  to the  Agreement,  as  amended  by this
Modification  Agreement,  and the  other  Unsecured  Obligations,  shall  not be
secured by the security  interests granted to RLA under the Security  Agreement.
Therefore,  (i) clause (1) of the definition of the term  "Indebtedness"  in the
Security  Agreement is amended to read as follows:  "all  Obligations  of Debtor
under the Credit Agreement or any of the Loan Documents, excluding the Unsecured
Obligations;  and"; and (ii) notwithstanding the provisions of section 13 of the
Security  Agreement,  the Secured  Party shall not hold the  security  interests
granted thereunder as agent for or on behalf of Vaso.

     b. The second sentence of Section 7 of the Security Agreement is amended by
replacing the phrase "sixty (60) days  following the Initial  Funding Date" with
the phrase "ninety (90) days following the Initial Funding Date."

     c. The execution and delivery by the Company and First Union  National Bank
of control  agreements  covering the Deposit  Accounts held by that bank in form
and substance as Exhibit "C" attached hereto shall constitute  compliance by the
Company with Section 7 of the Security  Agreement  insofar as it pertains to the
Deposit  Accounts held by First Union  National Bank, and the notice in the form
attached  thereto  to as  Exhibit  A shall  constitute  a "Notice  of  Exclusive
Control" as such term is used in the Security Agreement.

     d.  Schedule I to the  Security  Agreement  is deleted  and  replaced  with
Schedule I attached to this Modification Agreement.  RLA hereby waives any Event

                                       7
<PAGE>

of Default or Unmatured  Event of Default  that may have  occurred by reason the
failure to list on Schedule I to the Security Agreement, as of the Closing Date,
the Deposit Accounts held by First Union National Bank.

     e. All references to the Agreement in the other Loan  Documents  shall mean
the Agreement,  as modified and amended by this Modification Agreement and as it
may  be  further  amended,  modified,  extended,  renewed,  supplemented  and/or
restated from time to time and at any time.  The other Loan Documents are hereby
modified  and amended to the extent  necessary  to conform  them to, or to cause
them to  accurately  reflect,  the terms of the  Agreement,  as modified by this
Modification Agreement.

     5. WARRANTS AND SUBORDINATED SECURITY INTERESTS.

     a. The Company  previously has issued to RLA a warrant to purchase  289,429
shares of the common  stock of the  Company  (the "RLA  Warrant").  To correct a
scrivener's error in the RLA Warrant,  effective as of January 11, 2002, the RLA
Warrant is amended by changing  phrase "RSA 1993 Trust" to "RLA 1993 Trust" each
time it appears therein.


     b. In  connection  with the RLA  Warrant,  the  Company  has  executed  and
delivered to RLA a Subordinated  Security Agreement dated as of January 11, 2002
(the "RLA Security  Agreement") to secure  certain of the Company's  obligations
thereunder.  Effective as of the Effective  Date, the RLA Security  Agreement is
amended as follows:

     i.   The  second  sentence  of the third  paragraph  is  amended to read as
          follows:  "As used  herein,  the  term  'Obligations'  shall  mean the
          Debtor's obligations to repurchase the Warrant pursuant to the term of
          Section 8 thereof;  provided that the Obligations secured hereby shall
          not in any event exceed the sum of $1,375,000.00."

     ii.  Section 7 is amended and restated in its entirety to read as follows:

          Section  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

                                       8
<PAGE>

          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 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.


     iii. The second  sentence of Section 10 is amended to read as follows:  "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).


     iv.  Schedule I to the RLA Security  Agreement is deleted and replaced with
          Schedule I attached to this Modification Agreement.


     c. On the  Effective  Date,  the  Company  shall issue to Vaso a warrant to
purchase  52,620 shares of the common stock of the Company in form and substance
as Exhibit "A" to this Modification Agreement,  and shall execute and deliver to
Vaso a Subordinated Security Agreement in form and substance as Exhibit "B" (the
"Vaso Security Agreement").

                                       9
<PAGE>

     d. RLA and Vaso hereby  agree that  notwithstanding  the order of creation,
attachment  or  perfection  of the security  interests  granted to each of them,
respectively,  under the RLA Security Agreement and the Vaso Security Agreement,
the method of  perfection  thereof,  or the time or order of filing of financing
statements with respect thereto, such security interests shall be pari passu and
of equal rank and priority.

     6.  PRIOR  AGREEMENTS.  The  Agreement,  as  amended  by this  Modification
Agreement,  supersedes all previous agreements and commitments made or issued by
the Lender with respect to the Loans and all other subjects of the Agreement, as
amended by this Modification Agreement,  including, without limitation, any oral
or written  proposals or  commitments  which may have been made or issued by the
Lender.

     7. BINDING ON SUCCESSORS AND ASSIGNS.  All the terms and provisions of this
Modification  Agreement  shall be binding  upon and inure to the  benefit of the
parties hereto, their respective successors,  assigns and legal representatives.
Whenever in this  Modification  Agreement any of the parties  hereto is referred
to, such reference shall be deemed to include the successors and assigns of such
party.

     8.  REAFFIRMATION.  Except as  expressly  amended  by or  pursuant  to this
Modification Agreement,  all of the terms and conditions of the Agreement,  each
of the other Loan Documents, the RLA Warrant, and the RLA Security Agreement and
remain unmodified and in full force and effect.

     9.  CAPTIONS/COUNTERPARTS.  Section  captions  used  in  this  Modification
Agreement are for convenience only and shall not affect the construction of this
Modification Agreement.  This Modification Agreement may be executed by original
or facsimile  signatures  (which shall be binding and enforceable the same as if
original),  in two or more  counterparts,  each of  which  shall  constitute  an
original,  but  all of  which  when  taken  together  shall  constitute  but one
agreement.  No party  shall be bound by this  Modification  Agreement  until all
parties have so signed.

     10.  GOVERNING LAW. This  Modification  Agreement is made under and will be
governed  in all  cases  by  the  substantive  laws  of the  State  of  Indiana,
notwithstanding  the fact that Indiana  conflicts of laws,  rules or  principles
might otherwise require the substantive rules of law of another  jurisdiction to
apply.

                                       10
<PAGE>
     IN WITNESS WHEREOF, RLA, Vaso, and the Company, each by its duly authorized
officer,  and Abrahams have executed and delivered  this Agreement as of the 4th
day of March, 2002.

                                HEARTGEN CENTERS, INC.
                                By:__________________________________

                                Printed:_____________________________

                                Title:_______________________________

                                                           ("Company")


                                RLA 1993 TRUST


                                By:__________________________________
                                   Richard Abrahams, Trustee

                                                               ("RLA")

                                VASOMEDICAL, INC.


                                By:__________________________________
                                   J. Micheal Deignan, President and CEO

                                                              ("Vaso")

                                _____________________________________
                                Richard Abrahams

<PAGE>

                                   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


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                                 Schedule 2.03
                         Lender's Account Designations

                        Payments to the Initial Lender:

                               LaSalle Bank, N.A.
                               Chicago, Illinois
                                ABA #071 000 505
                      Credit: Richard and Louise Abrahams
                              Account # 530072028


                               Payments to Vaso:

                                   Fleet Bank
                                248 Post Avenue
                            Westbury, New York 11590
                                 ABA #021300019
                           Credit: Vasomedical, Inc.
                               Account #69002398


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