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                                                                   Exhibit 10.53



                         MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement ("Agreement") is entered into as of May 1,
2001 ("effective date") by and among RIVERHILL MRI SPECIALISTS, P.C. D/B/A
RIVERMED IMAGING, a New York professional association ("CLIENT") and FINANCIAL
SERVICES OF SOUTHWEST FLORIDA, INC, a Florida corporation ("FSS").

                                  WITNESSETH:

WHEREAS, FSS is a Florida corporation that engages in the business of providing
management services for medical practices; and,

WHEREAS, CLIENT provides medical services in New York; and,

WHEREAS, CLIENT desires to enter into a written contract to secure from FSS
certain management services in connection with its operation of the medical
practice on the terms, provisions and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, CLIENT and FSS agree as follows:

1.   BILLING AND COLLECTION SERVICES. FSS shall be responsible for all billing
     and collection services relating to patient services performed by CLIENT in
     Florida. FSS shall, therefore, perform all billing and collection services
     in the ordinary course of its business. CLIENT shall fully cooperate with
     FSS so that FSS may satisfactorily complete its responsibilities regarding
     its billing and collection services. Additionally, FSS shall be required to
     provide, on a monthly basis to CLIENT, a statement of the amounts billed
     and collected from patients and Medicare, private insurance or other
     third-party payers ("Billing And Collection Statement"), within fifteen
     (15) days from the end of the month for the month for which said services
     is applicable. The billing and collection services will include the
     following:


     a.   Patient file maintenance, including without limitation, data entry and
          transaction posting for all charges, adjustments and payments;
     b.   Reasonable follow-up activity regarding the billing for patients'
          medical services;
     c.   Only when requested by CLIENT, referral to attorneys or other agents
          of CLIENT's choice to initiate collection of unpaid patient charges
          when said charges remain unpaid at least 120 days from the date of
          billing;
     d.   Billing and Collection management reports;

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     e.   Deposit of all patient revenues collected by FSS on behalf of CLIENT
          into CLIENT's bank account;

     f.   All software, including all upgrades, relevant to the billing and
          collection services rendered by FSS for and on behalf of CLIENT;
          Applicable computer equipment and software is covered by a separate
          contract.

     g.   Provide FSS personnel, including data entry clerks and supervisors,
          relative to the billing and collection services rendered by FSS for
          and on behalf of CLIENT;

     h.   Set up and provide electronic billing to Medicare, as well as private
          insurance or other third-party payors that may have such electronic
          billing capabilities.

2.   INDEMNIFICATION FOR CODING ERRORS. CLIENT shall indemnify, hold harmless
     and defend FSS, its officers, directors, shareholders, employees, agents
     and independent contractors (the "FSS Group") from and against any and all
     liabilities, losses, damages, claims, causes of action and expense
     (including reasonable attorneys' fees and disbursements (a "FSS Loss"),
     caused or asserted to have been caused, directly or indirectly, by or as a
     result of the CLIENT's coding of medical services performed by CLIENT and
     billed or collected by FSS on behalf of CLIENT.

3.   NO CLAIMS ASSERTED FOR YEAR 2000 EXTERNAL COMPUTER PROBLEMS. CLIENT agrees
     claim or cause of action against the FSS Group for damages or losses caused
     or asserted to have been caused, directly or indirectly, by or as a result
     of year 2000 external computer problems that FSS has no control over and
     may affect CLIENT's medical practice business operations.

4.   OPERATING SERVICES. FSS shall provide reasonable management and
     administrative services to CLIENT as required to permit the medical
     practice of CLIENT to operate in a financially sound and fiscally
     responsible manner, subject to the control and direction of CLIENT.

5.   TERM. This Agreement shall commence effective on the date of execution
     hereof and shall continue in effect for three (3) years. The Agreement
     shall be extended automatically for five (5) successive annual terms unless
     terminated earlier by written notice by CLIENT of its intent not to renew
     the term of this Agreement. The provisions of each renewal term shall be
     exactly the same as in the original term unless changed in writing by FSS
     or CLIENT.



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6.   COMPENSATION. As compensation for the management services not involving
     capitation performed by FSS, CLIENT agrees to pay FSS Seven Percent (7%) of
     the patient revenues collected by FSS for and on behalf of CLIENT in the
     ordinary course of its business ("the Management Fees"). The Management
     Fees shall be paid on a monthly basis, based upon the patient revenue
     collected by FSS for the particular month and shall be payable by CLIENT to
     FSS on or before the 15th day from the end of each month for which payment
     is due.

7.   CONFIDENTIALITY REGARDING TERMS OF THIS AGREEMENT. Neither FSS nor CLIENT
     shall discuss the terms of this Agreement or any of CLIENT's confidential
     information with any outside individuals or entities, and/or prospective
     FSS clients except as required by government agency.

8.   TERMINATION.

     a.   CLIENT may terminate this agreement if FSS defaults in the performance
          of any material covenant, agreement, term or provision of this
          Agreement;

     b.   FSS may terminate this Agreement if CLIENT defaults in the performance
          of any material covenant, agreement, term or provision of this
          Agreement;

     c.   Upon the occurrence of any of the foregoing, the non-defaulting party
          shall be required to provide written notice to the defaulting party of
          the particular event of default and the defaulting party shall
          thereafter have ten (10) business days in which to cure said default
          or if the defaulting party is unable to cure said default within said
          ten (10) business day period, the defaulting party shall have an
          additional ten (10) business days in which to take substantial steps
          toward curing said default. If the defaulting party shall not have
          cured said default or taken substantial steps in curing said default
          within the additional ten (10) business day period, then at the option
          of the non-defaulting party, and upon providing further written notice
          to the defaulting party, this Agreement shall terminate as of the date
          of said notice;

9.   COVENANT NOT TO COMPETE.

     a.   During the term of this Agreement and for a period of two (2) years
          thereafter, CLIENT shall not in any way solicit or otherwise contact
          current or former employees of FSS for the purpose of inducing in any
          way such employees to leave the employment of FSS; and,

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     b.   In  the event of any covenant in this Covenant Not To Compete shall be
          determined by a court of competent jurisdiction to be unenforceable by
          reason of its geographic or temporal restrictions being too great, or
          for any other reason, it shall be interpreted to extend over the
          maximum geographic area, period of time, range of activities or other
          restrictions as to which it may be enforceable.

10.  SPECIFIC PERFORMANCE. The parties acknowledge that it would be difficult to
     compensate FSS in damages for a breach of any covenant contained herein.
     Accordingly, CLIENT hereby agrees that FSS shall be entitled to temporary
     and permanent injunctive relief in order to enforce CLIENT's obligations
     under the covenants set forth in this Agreement, and such relief may be
     granted without the necessity of proving actual damages. FSS shall,
     nevertheless, have the right to any other remedy available at law or in
     equity in addition to its right to injunctive relief.

11.  POWER OF ATTORNEY. CLIENT hereby designates, makes, constitutes and
     appoints FSS (and all persons designated by FSS from time-to-time) for the
     term of this Agreement, as CLIENTS's true and lawful attorney and
     agent-infact, and FSS, and any agent of FSS, amy without notice to CLIENT
     execute, endorse, accept and deliver in the name of CLIENT, any and all
     checks, orders, drafts or any other instrument evidencing the right to
     payment and receive cash or any other form of payment in the name of, and
     on behalf of, CLIENT and shall be, and hereby is, authorized to deposit any
     and all funds collected in a deposit account for the benefit of CLIENT.

12.  NOTICE. Any notice ("Notice") or other communication by either party to the
     other party shall be in writing and shall be given by United States mail,
     postage prepaid, registered or certified mail, or personal delivery as
     follows:

     To CLIENT      Riverhill MRI Specialists, P.C.
                    D/B/A Rivermed Imaging
                    970 N. Broadway
                    Yonkers, NY 10701

     To FSS:        Financial Services Of Southwest Florida, Inc.
                    Attn: G. David Schiering
                    2234 Colonial Blvd.
                    Ft. Myers, FL 33907

Or such other address and to the attention of such other persons or officers as
either party may designate by Notice. In the event such mail or delivery is
refused by either party, the date of receipt of such mail or delivery shall
constitute the date of Notice.




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     13. MODIFICATION. This Agreement represents the entire Agreement between
         the parties with respect to the subject matter hereof and it
         supercedes all prior oral or written agreement, understandings or
         obligations. There are no oral understanding or obligations. There are
         no understandings between the parties and this Agreement may not be
         changed or modified except in a written document executed by all of
         the parties hereto.

     14. GOVERNING LAW. This Agreement shall be governed by the laws of the
         State Of Florida and any proceedings under this Agreement shall take
         place in Lee County, Florida.

     15. INDEPENDENT CONTRACTOR. FSS is retained by CLIENT only for the
         purposes and to the extent set forth in this Agreement, and this
         relationship with CLIENT during the term of this Agreement shall be
         that of an independent contractor. FSS shall not be deemed an employee,
         agent, partner, joint venturer, officer, principal, associate or other
         representative of CLIENT. Each party hereto shall pay for all Social
         Security, withholding tax, unemployment insurance, workers'
         compensation insurance, and all other similar expenses with respect to
         its own employees and will indemnify the other against all loss,
         damage, expense, claims and liabilities resulting from the failure to
         pay same. Additionally, as an independent contractor, FSS shall be free
         to dispose of such portions of its entire time, energy and skill it is
         not obligated to devote hereunder to CLIENT in such a manner to such
         persons, corporations or other entities as it deems advisable.

     16. BENEFITS. This Agreement shall be binding upon and inure to the
         benefits of the parties and their respective successors and
         permitted assigns.

     17. ATTORNEY'S FEES. In the event that either party brings litigation to
         enforce the terms of this Agreement, the prevailing party shall be
         entitled to attorney's fees and expenses incurred at both trial and
         appellate levels.

     18. CAPACITY TO CONTRACT. The parties hereby represent that they have the
         power and authority to enter this Agreement and the terms of this
         Agreement shall be mutually binding.

     19. FORCE MAJEURE. Neither party shall be liable nor deemed to be in
         default for any delay or failure in performance under this Agreement
         for interruption of service deemed resulting, directly or indirectly,
         from acts of God, civil or military authority, acts of public enemy,
         war, accidents, fire, explosions, earthquakes, floods, failure of
         transportation, strikes or other work interruptions by either party's
         employees or any similar or dissimilar cause beyond the reasonable
         control of either party.





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IN WITNESS HEREOF, the CLIENT and FSS have caused this Agreement to be executed
by their duly authorized respective officers as of the Effective Date.

CLIENT:

/s/ Hugo Myslici
--------------------------------------
Hugo Myslici
Vice President of Corporate Development


By: /s/ Hugo Myslici                   Title:               Date: 04/24/01
   -----------------------------------       -------------        ------------
   For Riverhill MRI Specialists, P.C.
   D/B/A Rivermed Imaging


FSS:

/s/ G. David Schiering
--------------------------
G. David Schiering

WITNESS: /s/ VIVIAN
         -----------------------------
         [ILLEGIBLE]

Date: 4/24/01
     ------------


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