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                   AMENDMENT NO. THREE, WAIVER AND CONSENT


     THIS AMENDMENT NO. THREE, WAIVER AND CONSENT (hereafter the "Amendment") 
is made by and between Toomim Research Group, a partnership ("Licensor") and 
MYO DIAGNOSTICS, INC. (hereafter "Licensee"), with reference to the following 
recitals:

                                   RECITALS

     A.  WHEREAS, Licensor and Licensee are parties to that certain Licensing 
Agreement, dated as of October 31, 1993, amended by Amendment No. One dated 
December 23, 1994 and by Amendment No. Two dated November 30, 1995 
(hereinafter in total referred to as the "License Agreement"); and 

     B.  WHEREAS, the License Agreement was assigned by Licensee to Myo 
Diagnostics, Ltd., a Limited Partnership, a California partnership, (the 
"Partnership") with the consent of the Licensor; and

     C.  WHEREAS, the Partnership has dissolved and the License Agreement has 
been assigned to the Licensee; and

     D.  WHEREAS, Licensor and Licensee desire to amend the License Agreement 
in certain respects, and Licensor is willing to waive compliance with certain 
provisions of the License and consent to the assignment of the License 
Agreement to Licensee; 

NOW, THEREFORE, in consideration of the premises and for other good and 
valuable consideration, the receipt of which is hereby acknowledged, the 
parties hereto agree as follows:


                                     AGREEMENT
     
     
     1.   In the event the license contemplated in the Licensing Agreement is 
conveyed or assigned to any third party for any reason whatsoever as a result 
of (a) the Licensee becoming insolvent or failing generally to pay its debts 
as they become due; or (b) the assignment by Licensee of Licensee's property 
for the benefit of Licensee's creditors or the appointment of a receiver for 
any part of Licensee's property; or (c) the filing of any proceeding under 
any bankruptcy or insolvency law which shall have been commenced by or 
against Licensee, the Royalty Payments described in Paragraph 5 of the 
Licensing Agreement shall remain in full force and effect and shall not in 
any way be voided as a result of the occurrence of the foregoing events.
     
     2.   Paragraph 15 (b), Paragraph 15(c) and Paragraph 15(d) of the 
License Agreement are hereby deleted.  
     
     3.   Licensor hereby represents and warrants to Licensee that this 
Amendment has been duly executed and delivered by Licensor and that the 
License Agreement, as amended or modified by this Amendment constitutes the 
legal, valid, and binding obligation of Licensor, enforceable against 
Licensor in accordance with its terms.


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     4.   Licensee hereby represent and warrants to Licensor that this 
Amendment has been duly executed and delivered by Licensee and that the 
License Agreement, as amended or modified by this Amendment constitutes the 
legal, valid, and binding obligation of Licensor, enforceable against 
Licensor in accordance with its terms.
     
     5.   This Amendment may be executed in two or more counterparts and by 
different parties in separate counterparts, each of which shall be deemed an 
original, but all of which together shall constitute one and the same 
instrument.
     
     IN WITNESS WHEREOF, the Parties hereto have executed and delivered this 
Amendment as of the date and year set forth opposite their respective 
signatures below.
     
READ AND AGREED:



TOOMIM RESEARCH GROUP                       MYO DIAGNOSTICS, INC.
(Licensor)                                  (Licensee)


Dated: April 6, 1998


By:                                         By:        
    ------------------------------              ---------------------------
         Hershel Toomim                               Signature


By:                                             Gerald D. Appel, President 
    ------------------------------             -----------------------------
     Daniel J. Levendowski                      Printed Name and Title


By:                                             April 6, 1998
    ------------------------------             -----------------------------
     Gerald D. Appel                            Date


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