EXHIBIT 10.8


                        COMMON STOCK PURCHASE AGREEMENT


This common stock purchase agreement (the "agreement") is made as of August
20th, 2004 , between AccuImage Diagnostics Corporation, a Nevada Corporation
(the "Company"), and Aviel Faliks (the "Purchaser"):


RECITALS:

WHEREAS ,the Company has authorized the issuance and sale pursuant to the terms
and conditions hereof of 6,250,000 shares of its Common Stock (the "Common
Stock"); and

WHEREAS, the Purchaser desires to purchase and the Company desires to sell the
Common Stock on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants and
agreements herein contained and other valuable consideration, the receipt and
adequacy of which the parties hereto acknowledge the parties agree as follows:

     1.   PURCHASE AND SALE OF THE SHARES. The Company agrees to sell to the
          Purchaser, and upon the basis of the representations and warranties,
          and subject to any terms and conditions set forth in this agreement,
          the Purchaser agrees to Purchase from the Company 6,250,000 shares of
          Common Stock in consideration for a purchase price (the "Purchase
          Price") of US $0.04 per share.

     2.   CLOSING DATE; DELIVERY. The closing of the purchase and the sale of
          the Shares shall be held at the offices of the Company, 400 Oyster Bay
          Blvd., Suite 201, South San Francisco 94080, on September 25, 2004 or
          at such other time and place as the parties may agree upon. At the
          closing, subject to the terms of this agreement, the Purchaser shall
          deliver the purchase price in immediately available funds by transfer
          to the account of the Company. Within thirty (30) days following the
          Closing, the Company shall deliver to the Purchaser, pursuant to
          Purchaser's delivery instructions, certificates representing the
          Shares to be purchased by the Purchaser from the Company.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
          and warrants to, and agrees with the Purchaser that:

          a.   Organization and Standing, Articles and Bylaws. The company is a
               corporation duly organized and validly existing under, and by
               virtue of, the laws of the state of Nevada and is in good
               standing under such laws. The Company has the requisite corporate
               power to own and operate its properties and assets, and to carry
               on its business as presently conducted and as proposed to be
               conducted. The Company is qualified, licensed, or domesticated as
               a foreign corporation in all jurisdictions where the nature of


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               its activities or of its properties owned or leased makes such
               qualifications, licensing, or domestication necessary at this
               time.

          b.   Corporate Power. The Company has now, or will have at the Closing
               Date, all requisite legal and corporate power to enter into this
               agreement, to sell the Shares hereunder, and to carry out and
               perform its obligations under the terms of this agreement.

          c.   Authorization.

               i.   All Corporate action on the part of the Company, its
                    officers, directors, and stockholders necessary for the sale
                    and issuance of the Shares pursuant hereto and the
                    performance of the Company's obligations hereunder has been
                    taken or will be taken prior to the Closing. This agreement
                    is legal, valid, and binding obligation of the Company,
                    enforceable against the Company in accordance with its
                    terms, except as limited by bankruptcy, insolvency,
                    reorganization, moratorium or similar laws of general
                    application affecting enforcement of creditors' rights, and
                    except as limited by application of legal principles
                    affecting the availability of equitable remedies.

               ii.  The Shares, when issued in compliance with the provisions of
                    this agreement, will be validly issued, fully paid and
                    non-assessable and will be free of any liens or
                    encumbrances; provided, however, that such shares may be
                    subject to restrictions on transfer under state and/or
                    federal securities laws as set forth herein and as may be
                    required by future changes in such laws.

               iii. No shareholder of the Company has any right of first refusal
                    or any preemptive rights in connection with the issuance of
                    the Shares of Common Stock by the Company.

          d.   Public Reporting. The Company is subject to the reporting
               requirements of Section 13 or Section 15(d) of the Securities
               Exchange Act of 1934 (the "1934 Act"); the Company's 2003 and
               2004 Forms 10-KSB, Forms 14A, Forms 10-QSB, Forms 8-K have been
               filed if required with the US Securities and Exchange Commission
               (the "SEC") and the Company has provided copies of all such
               Public Disclosure to the Purchaser.

          e.   Litigation, etc. There are no actions, proceedings, or
               investigations pending (or to the best of the Company's
               knowledge, any basis therefore or threat thereof), which, either
               in any case or in the aggregate, might result in adverse change
               in the business, prospects, conditions, affairs, or operations of
               the Company, or in any of its properties or assets, or in any
               impairment of the right or ability of the Company to carry on its
               business as proposed to be conducted, or in any material
               liability on the part of the Company, or which question the
               validity of this agreement or any action taken or to be taken in
               connection herewith.

          f.   Governmental Consent, etc. No consent, approval, or authorization
               of, or designation, declaration, or filing with, any government
               unit is required on the part of the Company in connection with
               the valid execution and delivery of this agreement, or the offer,
               sale, or issuance of the Shares, or the consummation of any other


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               transaction contemplated hereby (except qualification or
               exemption under the California Corporate Securities Law, which
               exemption or qualification will be available or obtained and will
               be effective on the Closing Date).

          g.   Offering. The offer, sale, and issuance of the Shares in
               conformity with the terms of this agreement (the "Offering") will
               not violate the Securities Act of 1933, as amended ("Securities
               Act").

          h.   The Shares:

               i.   Are free and clear of any security interests, liens, claims,
                    or other encumbrances;

               ii.  Have been duly and validly authorized and issued and are,
                    and on the Closing Date, will be fully paid and
                    non-assessable;

               iii. Will not have been, individually and collectively, issued or
                    sold in violation of any pre-emptive or other similar rights
                    of the holders of any securities of the Company; and

               iv.  Will not subject the holders thereof to personal liability
                    by reason of being such holders.

          i.   Furnishing of Financial Statements and Information. The company
               will deliver to the purchaser a consolidated balance sheet within
               30 days and other pertinent financial data.

     4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
          represents and warrants and agrees with the Company:

          a.   No consent, approval, authorization, or order of any court,
               governmental agency or body, or arbitrator having jurisdiction
               over the Purchaser is required for execution of this agreement,
               including, without limitation, the purchase of the Shares or the
               performance of the Purchaser's obligations hereunder.

          b.   The Purchaser understands no federal or state agency has passed
               or made any recommendation or endorsement of the Shares.

          c.   The Company has given the Purchaser the opportunity to have
               answered all of the Purchaser's questions concerning the Company
               and its business and has made available to the Purchaser all
               information requested by the Purchaser which is reasonably
               necessary to verify the accuracy of other information furnished
               by the Company. The Purchaser has received and evaluated all
               information about the Company and its business which the
               Purchaser deems necessary to formulate an investment decision and
               does not desire any further information.

          d.   The Purchaser understands that the Shares are being offered and
               sold in reliance on specific exemptions or non-application from
               the registration requirements of federal and state securities
               laws and that the Company is relying upon the truth and accuracy
               of the representations, warranties, agreements, acknowledgements,
               and understandings of the Purchaser set forth herein in order to
               determine the applicability of such exemptions or
               non-applications and the suitability of the Purchaser to acquire
               the Shares.


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          e.   The Purchaser is aware that the Shares have not been registered
               under the Securities Act of 1933 by reason of their issuance in a
               transaction exempt from the registration and prospectus delivery
               requirements of the Securities Act pursuant to Section 4(2) and
               Regulation D thereof. The Purchaser is aware of the provisions of
               Rule 144 promulgated under the Securities Act which permits
               limited resale of shares purchased in a private placement subject
               to the satisfaction of certain conditions, including among other
               things the existence of a public market for the Shares, the
               availability of certain public information about the Company, the
               resale occurring not less than two years after a party has
               purchased and paid for the security to be sold, and sale being
               through a "broker's transaction" or in transactions directly with
               a "market maker" (as provided by Rule 144(f)), and the number of
               shares being sold during any three-month period not exceeding
               specified limitations. The Purchaser is also aware that while
               many of the restrictions of Rule 144 do no apply to the resale of
               shares by a person who owned those shares for at least one year
               prior to their resale and who is not an "affiliate" (within the
               meaning of Rule 144(a)) of the issuer and has not been an
               affiliate of the issuer for at least three months prior to the
               date of resale of the restricted securities, the Company does not
               warrant or represent that the Purchaser is not an affiliate as of
               the date of this agreement or that the Purchaser will not be an
               affiliate at any relevant times in the future.

          f.   Each instrument representing the Shares is to be endorsed with
               the following legends:

               i.   THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
                    MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
                    UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
                    SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN
                    ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY
                    RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
                    SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING
                    THAT SUCH SALE, TRANSFER, ASSIGNEMENT OR HYPOTHECATION IS
                    EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
                    REQUIREMENTS OF SUCH ACT.

               ii.  Any other legend required by California or other state
                    securities laws

          g.   Any legend endorsed on an instrument pursuant to section 4(f)
               hereof and the stop transfer instructions with respect to such
               Shares shall be removed, and the Company shall issue an
               instrument without such legend to the holder of such Shares if
               such Shares are registered under the Securities Act and a
               prospectus meeting the requirement of section 10 of the
               Securities Act is available or if such holder provides the
               Company with an opinion of counsel for such holder of the Shares,


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               reasonably satisfactory to the Company, to the effect that a
               public sale, transfer, or assignment of such shares may be made
               without registration.

          h.   The Purchaser is either (i) acquiring the Shares for the
               Purchaser's own account; or (ii) for the account of another for
               which the Purchaser acts as a fiduciary, in which case the
               Purchaser will so advise the Company. If acting as fiduciary, the
               Purchaser makes the representations, warranties, and covenants as
               set forth herein on its own behalf and as agent for and on behalf
               of such other party. The Purchaser is acquiring the Shares for
               investment and without any present intention to engage in a
               distribution thereof.

          i.   The Purchaser has the knowledge and experience in financial and
               business matters to evaluate the merits and risks of the proposed
               investment.

          j.   The Purchaser is an "Accredited Investor" as that term is defined
               under Rule 501 adopted pursuant to the Securities Act.

     5.   CONDTIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of
          the Purchaser hereunder are subject to the performance by the Company
          of its obligations hereunder and to the satisfaction of the following
          conditions precedent on or before the Closing Date:

          a.   The representations and warranties made by the Company in this
               agreement shall, unless waived by the Purchaser, be true and
               correct as of the date hereof and at the Closing Date.

          b.   After the date hereof until the Closing Date, there shall not
               have occurred:

               i.   Any change, or any development involving a prospective
                    change, in either the condition, financial or otherwise, or
                    in the earnings, business or operations, or in or affecting
                    the properties of the Company, or the financial or market
                    conditions or circumstances in the United States, in either
                    case which, in the Purchaser's judgment, is material and
                    adverse and makes it impractical or inadvisable to proceed
                    with the offering, sale, or delivery of the Shares.

               ii.  An imposition of a new legal or regulatory restriction not
                    in effect on the date hereof, or any change in the
                    interpretation of the existing legal or regulatory
                    restrictions, that materially and adversely affects the
                    offering, sale, or delivery of the Shares; or

               iii. A suspension or material limitation to the trading generally
                    on or by the New York Stock Exchange or NASDAQ or of any
                    securities of the Company on any exchange or in any
                    over-the-counter market.

     6.   CONDITIONS PRECEDENT TO THE COMPANY"S OBLIGATIONS. The obligations of
          the Company hereunder are subject to the performance by the Purchaser
          of its obligations hereunder, and the satisfaction of the condition


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          that the representations and warranties made by the Purchaser in this
          agreement shall, unless waived by the Company, by true and correct at
          the Closing Date.

     7.   FEES AND EXPENSES. The Purchaser and the Company each agrees to pay
          its own expenses incident to the performance of its obligations
          hereunder, except that the Company agrees to pay the fees, expenses,
          and disbursements of the Purchaser's counsel.

     8.   SURVIVAL OF THE REPRESENTATIONS, WARRANTIES, ETC. The respective
          agreements, representations, warranties, indemnities, and other
          statements made by or on behalf of the Company and the Purchaser
          pursuant to this agreement shall remain in full force and effect,
          regardless of any investigation made by or on behalf of the other
          party to this agreement or any officer, director, or employee, or
          person controlling or under common control with, such party, and will
          survive delivery of any payment of the Shares.

     9.   NOTICES. All communications hereunder shall be in writing and, if sent
          to the Purchaser, shall be sufficient in all respects if delivered,
          sent by registered mail, or by telecopy and confirmed to the Purchaser
          at the address set forth on the Signature Page or, if sent to the
          Company, shall be delivered, sent by registered mail, or by telecopy
          and confirmed to the Company at:

          AccuImage Diagnostic Corp.
          400 Oyster Point Blvd., Suite 201
          South San Francisco, CA 94080

     10.  MISCELLANEOUS.

          a.   This agreement may be executed in one or more counterparts and it
               is not necessary that signatures of all parties appear on the
               same counterpart, but such counterparts together shall constitute
               but one and the same agreement.

          b.   This agreement shall inure to the benefit of and be binding upon
               the parties hereto, their respective successors and, with respect
               to Section 8 hereof, the officers, directors, and controlling
               persons thereof and each person under common control therewith,
               and no other person shall have any right or obligation hereunder.

          c.   This agreement shall be governed by, and construed in accordance
               with, the laws of the State of California.


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IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
agreement, all as of the day and year first above written:


                                    COMPANY:

                                    AccuImage Diagnostic Corp.



                                    By: /s/ A. FALIKS
                                       __________________________
                                            A. Faliks
                                            Chairman of the Board



                                    By: /s/ SOURAV GOSWAMI
                                       __________________________
                                            Sourav Goswami
                                            Secretary





                                    PURCHASER:


                                    By: /s/ A. FALIKS
                                       __________________________
                                            Avi Faliks, Ph.D.
                                            24 Rozmus Court
                                            Allendale, NJ 07401