EXHIBIT 10.03


                        COMMON STOCK PURCHASE AGREEMENT


     THIS COMMON  STOCK  PURCHASE  AGREEMENT  (this  "Agreement")  is made as of
October 24, 2003, between ACCUIMAGE DIAGNOSTICS CORP., a Nevada corporation (the
"Company"), and the person executing this Agreement on the signature page hereof
(the "Signature Page") as Purchaser (the "Purchaser"):

                                   RECITALS:

     WHEREAS,  the Company has  authorized the issuance and sale pursuant to the
terms and  conditions  hereof of  25,050,000  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 the terms and conditions,  set forth in this Agreement,  the Purchaser agrees
to purchase  from the Company that number of shares of Common Stock set forth on
the Signature Page hereof (the "Shares") in  consideration  for a purchase price
(the "Purchase Price") of US$0.040 per share.

     2.  CLOSING  DATE;  DELIVERY.  The closing of the  purchase and sale of the
Shares shall be held at the offices of the Company, 501 Grand Avenue, Suite 100,
South San Francisco,  California 94080 on October 31, 2003 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 will deliver tothe 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 its activities or of its
properties owned or leased makes such qualification,  licensing or domestication
necessary at this time.


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          (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 a 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 nonassessable 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
or 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 11 1934 Act");  the Company's (a) Annual Report on Form lO-KSB for the
fiscal year ended September 30, 2002, (b) Annual Proxy Statement of Form 14A for
the fiscal year ended  September 30, 2002, (c) Current Reports on Form 8-K dated
January 24, 2003 and April 21, 2003, and (d) Quarterly  Reports on Forms I O-QSB
for the three  months ended  December  31, 2002;  the six months ended March 31,
2003,  and  nine  months  ended  June  30,  2003   (collectively,   the  "Public
Disclosure")  filed  by the  Company  with  the  U.S.  Securities  and  Exchange
Commission (the "SEC") have been so filed 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
therefor  or threat  thereof),  which,  either in any case or in the  aggregate,
might  result in any  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  desipation,  declaration,  or filing  with,  any  governmental  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 transaction contemplated


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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 encumbranches;

               (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 :

               (i) as soon as practicable, but in any event within 90 days after
the end of each fiscal year, a consolidated balance sheet of the Company and its
Subsidiaries,  as of the end of such  fiscal  year,  together  with the  related
consolidated  statements of operations,  shareholders'  equity and cash flow for
such fiscal year,  setting  forth in  comparative  form figures for the previous
fiscal  year,  all in  reasonable  detail and duly  certified  by the  Company's
independent public  accountants,  which accountants shall have given the Company
an opinion, unqualified as to the scope of the audit, regarding such statements.

               (ii)  with  reasonable  promptness,  such  other  financial  data
relating to the business, affairs and financial condition of the Company and any
Subsidiaries  as is  available  to the  Company  and as from  time  to time  the
Purchasers  may  reasonably  request.

          (j)  INSPECTION.  The Company will permit the Purchaser and any of its
partners,  officers or employees, or any outside  representatives  designated by
such  Purchaser,  to visit and  inspect at such  Purchaser's  expense any of the
properties of the Company or its Subsidiaries, including their books and records
(and to make  photocopies  thereof or make extracts  therefrom),  and to discuss
their  affairs,   finances,  and  accounts  with  their  officers,  lavyers  and
accountants,  except with  respect to trade  secrets  and  similar  confidential
information,  all to such  reasonable  extent and at such  reasonable  times and
intervals as such Purchaser may reasonably request. Except as otherwise required
by  laws  or  regulations  applicable  to the  Purchaser,  the  Purchaser  shall
maintain, and shall require his representatives to


<PAGE>


maintain,  all information obtained pursuant to Sections 3(i) and 3(j) hereof on
a confidential basis.

     4.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER.   The  Purchaser
represents and warrants to, 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  that no federal  or state  agency has
passed on 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  ftu-nished 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 to it 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, acknowledgments, 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.

          (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 and that they
must be held by the Purchaser  indefinitely,  and the Purchaser  must  therefore
bear the  economic  risk of such  investment  indefinitely  unless a  subsequent
disposition  thereof is registered  under the  Securities  Act or is exempt from
registration.  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 current 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,  the 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 not 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


<PAGE>


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, ASSIGNMENT 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.

     The  Company  need not  register  a  transfer  of  legended  Shares and may
instruct  its transfer  agent not to register the transfer of the Shares  unless
one of the conditions specified in the foregoing legends is satisfied.

          (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  requirements  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, 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 a 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. CONDITIONS PRECEDENT TO THE PURCHASER' S OBLIGGTIONS. 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:


<PAGE>


          (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,  with the same force and effect as if they
had been made on and as of 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 (A) the condition, financial or otherwise, or in the earnings,
business or operations, or in or affecting the properties of the Company, or (B)
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 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  of  trading  (A)
generally  on or by  the  New  York  Stock  Exchange  or  NASDAQ  or  (B) 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  Company  receiving  any  necessary
shareholder approval for the sale and issuance of the Shares, the performance by
the  Purchaser  of  its  obligations  hereunder,  and  the  satisfaction  of the
condition that the  representations and warranties made by the Purchaser in this
Agreement shall unless waived by the Company, be true and correct at the Closing
Date,  with the same force and effect as if they had been made on and as of, the
Closing Date. In addition,  the obligations of the Company hereunder are subject
to (i) the Investor  entering into an employment  agreement  with the Company on
terms  satisfactory to the Company pursuant to which the Investor shall agree to
become the Company's chief  executive  officer for a period of not less than one
year and for a salary  of $ 1. 00 per year;  and (ii) the  Investor  shall  have
entered into a loan agreement on terms  satisfactory to the Company  pursuant to
which the Investor  shall agree to lend the Company the sum of $ 1,000,000 for a
term of one year at an interest rate not to exceed 5% per annum.

     7. FEES AND EXPQNSES.  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  REDRESENTATIONS,  WARRANTIES.  ETC.  The  respective
agreements, representations,  warranties, indemnities, and other statements made
by or on behalf of the Company and 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  Agreem  ent 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.


<PAGE>


     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 confumed to the  Purchasers 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:

                     ACCUMAGE  DIAGNOSTICS  CORP.
                     501 Grand Avenue,  Suite 100
                     South San Francisco, California 94080
                     Tel: (650) 875-0192

     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.


<PAGE>


          (d) The headings of the sections of this  document  have been inserted
for  convenience  of reference only and shall not be deemed to be a part of this
Agreement.

     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 DIAGNOSTICS  CORP.


                                   By: /s/ DR. C. ALLEN WALL
                                       ________________________
                                       Dr. C. Allen Wall
                                       Chairman of the Board


Shares:  25,050,000                PURCHASER:


                                   AVI FALIKS, PhD
                                   ____________________________
                                   Print Name


                                   By: /s/ AVI FALIKS, PhD
                                   ____________________________
                                   Signature


                                   101 Summer Street, Apt. 414,
                                   Stamford, CT 06901
                                   ____________________________


                                   ____________________________
                                   Telephone Number



Total  Purchase  Price:

$1,002,000 in Cash for Stock
1,000,000  Loan to Compny for One (1) year @ 5% Simple Interest

Employment Agreement for One (1)year @ $1.00 per year as Chief Executive Officer