Prepared by MERRILL CORPORATION









AMENDMENT NO.  6




TO




LOAN AND

SECURITY AGREEMENT




 




This Amendment No.

6 (“Amendment”) to the Loan and Security Agreement  is made and entered into as of July 31, 2001, by and between

HealthCare Integrated Services, Inc.; HIS of Rittenhouse Square, Inc. (successor

by assignment from Rittenhouse Square Imaging Associates, L.P.); HIS Imaging,

LLC (successor by assignment from HIS Imaging Co.) (collectively and

individually  referred to as the

“Borrower”) and DVI Business Credit Corporation (“Lender”).




 




RECITALS




A.            Borrower and Lender entered into a

Loan and Security Agreement dated December 26, 1996, and all related amendments

thereto (collectively referred to as the “Loan Agreement”);




 




B.            The parties hereto now desire to

amend the Loan Agreement on and subject to the terms and conditions set forth

herein.




 




NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth herein, and for other good and valuable consideration, the receipt

and sufficiency of which are being acknowledged and affirmed, the parties

hereto agree as follows:




 




1.       Section

1(l) “Eligible

Accounts” shall be amended and replaced in its entirety as

follows:




 




          Eligible

Accounts shall mean Borrower’s accounts receivable from commercial

insurance, Medicare, Medicaid, managed care providers, industrial authorized,

which have been due and payable for one hundred fifty (150) or fewer days from

the date of service, and worker’s compensation lien and personal injury claims,

which have been due and payable for one hundred eighty (180) or fewer days from

the date of service, and earned but unbilled charges for no-fault accounts up

to ninety (90) days from the date of service (collectively referred to as “Retail

Accounts”).




 




          Notwithstanding

the foregoing, for a period of sixty (60) days from the date of this Amendment

No. 6, the accounts receivable generated from commercial insurance, Medicare,

Medicaid, managed care providers, and industrial authorized, which have been

due and payable for one hundred eighty (180) or fewer days from the date of

service shall be considered an Eligible Account.




 




2.       The

Termination Date of the Loan Agreement is hereby extended to September 30,

2001.




 




Lender is entering

into this Amendment without any forbearance, and without waiver or prejudice of

any Event of Default or any Unmatured Default, or any rights or remedies Lender

has or may have under the Loan Agreement and applicable law.  Lender hereby expressly reserves the right

to declare an Event of Default and exercise all of Lender’s rights and remedies

thereunder.




 




All capitalized terms

used herein and not otherwise defined herein shall have the same meaning as in

the Loan Agreement. Any provision in this Amendment that may be contrary to any

provision of the Loan Agreement shall prevail and override the Loan

Agreement.  Except as expressly set

forth herein, all other provisions of the Loan Agreement and each other Loan

Document shall remain in full force and effect and are hereby ratified and

confirmed by the parties hereto. 

Borrower and Lender warrant to each other that this Amendment has been

authorized and duly executed and is binding on all parties hereto.




 




	

  BORROWER:


  	

   


  	

   


  	

  LENDER:


  	

   


  
	

  HealthCare Integrated Services, Inc.


  	

   


  	

  DVI Business Credit Corporation


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  
	

  Name:


  	

  Elliott H. Vernon


  	

   


  	

  Name:


  	

   


  
	

  Title:


  	

  Chief Executive Officer


  	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  BORROWER:


  	

   


  	

   


  	

  BORROWER:


  	

   


  
	

  HIS Imaging, LLC


  	

   


  	

   


  	

  HIS of Rittenhouse Square, Inc.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  
	

  Name:


  	

  Elliott H. Vernon


  	

   


  	

  Name:


  	

  Elliott H. Vernon


  
	

  Title:


  	

  Chief Executive Officer


  	

   


  	

  Title:


  	

  Chief Executive Officer