UNIT PURCHASE AGREEMENT



     THIS  UNIT  PURCHASE  AGREEMENT  is made as of the  date  set  forth on the
signature  page  attached  hereto  (the  "Signature   Page")  between  ACCUIMAGE
DIAGNOSTICS  CORP., a Nevada  corporation (the "Company"),  and the person whose
name  and  address   appear  on  the  Signature  Page  to  this  Agreement  (the
"Purchaser"):

                                    RECITALS:

     WHEREAS, the Company has authorized an offering of 1,283,334 Units at $0.60
per Unit (the  "Offering"),  each Unit  consisting of one share of the Company's
Common Stock (the "Common Stock") and a warrant (the "Warrants") to purchase one
share of Common Stock at an exercise price of $1.50 per share at any time during
a five year term commencing on the date of issuance (the Units, the Common Stock
and the Warrants  comprising the Units,  and the shares of Common Stock issuable
upon exercise of the Warrants are  hereinafter  collectively  referred to as the
"Securities"); and

     WHEREAS,  the Purchaser desires to purchase and the Company desires to sell
the Units 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 Units.  Subject to the terms and  conditions of
this  Agreement,  Purchaser  agrees to purchase at the Closing,  and the Company
agrees to sell and issue to the Purchaser at the Closing,  against cash payment,
that number of Units set forth below the Purchaser's  name on the Signature Page
to this  Agreement  at a  purchase  price of $0.60 per Unit.

     2. Closing Date; Delivery. The purchase and sale of the Units shall be held
at the offices of the  Company,  400 Oyster Point  Blvd.,  South San  Francisco,
California 94080, and may occur at successive closings,  the last of which shall
be March 31,  2000,  or at such other  times and places as the parties may agree
upon (collectively, the "Closing"). At the Closing, subject to the terms of this
Agreement,  the Company will deliver to the Purchaser a certificate representing
the number of Units to be purchased by the Purchaser  from the Company,  against
payment at the  Closing  of the cash  purchase  price.

     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 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 it business as presently conducted and as proposed to be conducted. The
Company is qualified or licensed as a foreign  corporation in all  jurisdictions
where the nature of its  activities or of its  properties  owned or leased makes
such qualification or licensing necessary.

          (b)  Corporate  Power.  The  Company has now all  requisite  legal and
corporate power to enter into this Agreement,  to sell the Securities hereunder,
and to carry out and perform its obligations  under the terms of this Agreement.


          (c)  Capitalization.  The  authorized  capital  stock  of the  Company
consists of 10,000,000  Preferred  Shares,  $0.001 par value,  none of which are
outstanding,  and 50,000,000 Common Shares, $0.001 par value, of which 9,748,200
are issued and  outstanding.  The issued and outstanding  shares of Common Stock
have been duly authorized and validly issued,  are fully paid and nonassessable.
There are currently 930,000 outstanding warrants to purchase Common Stock. There
are no other  outstanding  rights,  options,  warrants,  conversion  rights,  or
agreements for the purchase or acquisition from the Company of any shares of its
capital stock other than  2,100,000  shares of Common Stock  reserved  under the
Company's option plan.

          (d) Authorization.

               (i)  All  corporate  action  on  the  part  of the  Company,  its
officers, directors, and stockholders necessary for the sale and issuance of the
Securities  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   Securities,   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  Securities  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
Securities by the Company.

          (e) Financial Statements.  The Company's (a) audited balance sheet for
the fiscal years ended September 30, 1999 and 1998 and statements of operations,
cash flow,  and  stockholders'  equity for the fiscal years ended  September 30,
1997,  1998,  and 1999  together  with the report by Berg &  Company,  Certified
Public  Accountants,  thereon and the notes  thereto and (b)  unaudited  balance
sheet as of December  31, 1999 and  statements  of  operations,  cash flow,  and
stockholders'  equity for the three months ended December 31, 1999 and 1998, and
notes  thereto,  which have been supplied to the Purchaser are true and correct,
have been prepared in accordance with generally accepted  accounting  principles
consistently  applied  (except as  disclosed  therein  and except  that  interim
financial Statements do not contain the footnotes required by generally accepted
accounting  principles),  and fairly  present  the  financial  condition  of the
Company and the results of the  operations  of the Company as of the  respective
dates  thereof.

          (f) Material  Contracts and Commitments.  All the material  contracts,
commitments,  agreements,  and  instruments  to which the Company is a party are
legal, valid, binding, and in full force and effect in all material respects and
enforceable  by the Company in accordance  with their 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.  The Company is not in material  default under any of such  contracts.


          (g)  Compliance  with Other  Instruments,  None  Burdensome,  etc. The
Company is not in  violation  of any term of its  Articles of  Incorporation  or
Bylaws,  or in any  material  respect  of  any  mortgage,  indenture,  contract,
agreement,  instrument,  or, to the best knowledge of the Company, any judgment,
decree,  order,  statute,  rule, or regulation  applicable to it. The execution,
delivery, and performance by the Company of this Agreement, and the issuance and
sale of the Securities pursuant hereto, will not result in any such violation or
be in conflict  with or  constitute a default  under any such term, or cause the
acceleration of maturity of any loan or material obligation to which the Company
is a party or by which it is bound or with  respect to which it is an obligor or
guarantor,  or result in the creation or imposition of any material lien, claim,
charge,  restriction,  equity or encumbrance of any kind whatsoever upon, or, to
the best  knowledge of the Company  after due inquiry,  give to any other person
any interest or right (including any right of termination or cancellation) in or
with respect to any of the material properties,  assets,  business or agreements
of the Company.  To the best knowledge of the Company after due inquiry, no such
term or condition  materially  adversely affects or in the future (so far as can
reasonably  be  foreseen  by the  Company  at the  date of this  Agreement)  may
materially  adversely  affect  the  business,  property,  prospects,  condition,
affairs,  or  operations  of the  Company.

          (h)   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.

          (i) Governmental Consent, etc. No consent,  approval, or authorization
of, or  designation,  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 Securities, or
the consummation of any other transaction  contemplated hereby (except exemption
notice  filings  under  the Blue Sky  securities  laws of those  states in which
offers or sales may be made in connection with this Offering, which filings have
been or will be timely made so as to comply with such laws).

          (j)  Offering.  The offer,  sale and  issuance  of the  Securities  in
conformity  with the terms of this Agreement will not violate the Securities Act
of 1933 or any applicable state Blue Sky law.

          (k) Insurance. The Company has in full force and effect fire, casualty
and other  insurance  policies,  sufficient  in amount  (subject  to  reasonable
deductibles)  to allow it to replace any of its properties that might be damaged
or destroyed.

          (l)  Intellectual  Property,  etc. To the best of its  knowledge,  the
Company has sufficient title and ownership of all franchises,  permits, licenses
trademarks,  trademark rights,  copyrights,  service marks,  trade names,  trade
secrets,  know-how  information,  proprietary  rights and  processes,  and other
similar authority necessary for the conduct of its business as now conducted and
as proposed to be conduced by it (collectively,  the  "Intellectual  Property").
The Company is not in violation  of, nor will the  transaction  contemplated  by
this  Agreement  cause a violation  of the terms of any  franchises,  permits or
licenses to which it is a party. There is neither pending,  nor to the Company's
knowledge,  threatened,  any claim or litigation  against the Company contesting
the validity or right to use any of the Intellectual  Property. To the Company's
knowledge,  no person,  corporation or other entity is materially infringing the
Intellectual Property. To the Company's knowledge, it is not currently using the
confidential information or trade secrets of any person, or a grant of a license
or other right to use such information or trade secrets,  without the consent of
such other  person or entity.

          (m) Title to and  Condition  of  Properties.  The Company has good and
marketable  title  to all its  tangible  and  intangible  property  and  assets,
including those reflected in the Financial  Statements  (except such property or
assets as have since December 31, 1999 been sold or otherwise disposed of in the
ordinary  course of  business),  and such  property and assets are subject to no
mortgage or security  interests,  conditional  sales contract,  charge,  lien or
encumbrance  (except (i) as disclosed in the Financial  Statements  and (ii) for
the lien of current  taxes not yet due and  payable  and such  imperfections  of
title, easements and encumbrances,  if any, as are not substantial in character,
amount or extent and do not  materially  detract from the value of, or interfere
with the present use of the properties  subject thereto or affected thereby,  or
otherwise  materially  impair  the  business  operations  of the  Company),  and
subsequent  to December  31, 1999 the Company has not sold or disposed of any of
its  property  and assets or  obligated  itself to do so except in the  ordinary
course of  business.  Except for such minor  defects as are not  substantial  in
character  and which do not have a materially  adverse  effect upon the validity
thereof,  all material real and personal property leases to which the Company is
a party are in good standing,  valid and  effective,  and there is not under any
such lease any existing  material default or event which with notice or lapse of
time or both would  constitute  a material  default  and in respect of which the
Company has not taken reasonable steps to prevent such a default from occurring.


          (n) Taxes. Prior to the date of this Agreement,  the Company has filed
all tax returns that are required to have been filed with  appropriate  federal,
state, county and local governmental  agencies or instrumentalities and paid the
taxes   thereon.

          (o)   The    Units,    the    Common    Stock   and   the    Warrants:

               (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 preemptive or other similar rights of the holders of
any  securities  of the  Company;

               (iv) will not subject the holders  thereof to personal  liability
by reason of being  such  holders.

     4.   Representations  and  Warranties  of  the  Purchaser.   The  Purchaser
represents  and  warrants to, and agrees  with,  the Company as follows:

          (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  Securities,  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 Securities.

          (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  Securities 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 Securities.


          (e)  The  Purchaser  is  aware  that  the  Securities  have  not  been
registered under the Securities Act 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 for an indeterminate period 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.

          (f) Each instrument  representing  the Securities may 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  Securities  and may
instruct  its transfer  agent not to register  the  transfer of the  Securities,
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 Securities shall
be removed, and the Company shall issue an instrument without such legend to the
holder of such Securities if such Securities 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  Securities,  reasonably  satisfactory  to the
Company,  to the effect  that a public  sale,  transfer  or  assignment  of such
Securities  may be made without  registration.

          (h)  The   Purchaser  is  either  (A)  acquiring  the  Units  for  the
Purchaser's  own  account;  or (B) 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 Units 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.  "Accredited  Investors"
are  defined  in  Rule  501 to  include  among  others:  (A)  Various  specified
institutional investors (such as banks, savings and loan associations,  licensed
brokers or dealers,  insurance companies,  investment companies,  small business
investment  companies,  employee  benefit  plans  having  assets  in  excess  of
$5,000,000,  and self-directed plans having investment  decisions made solely by
persons  that are  Accredited  Investors);  (B) Any entity with total  assets in
excess of  $5,000,000,  not formed for the  specific  purpose of  acquiring  the
securities  offered;  (C) Any  person  who had  individual  income  in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation  of reaching the same income  level this year;  (D) Any person whose
individual  net worth (or joint net worth with the person's  spouse) at the time
of purchase  exceeds  $1,000,000;  (E) Directors  and executive  officers of the
Company; (F) Trusts with total assets in excess of $5,000,000 not formed for the
specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated  person prescribed in Rule 506(b)(2)(ii);  and (G) Any entity
in which all the equity owners are deemed accredited.

     5. Conditions 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  additional
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,  with the same force and effect as if they
had been made on and as of the Closing Date.

          (b) After the date hereof and 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  Units;

               (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 Units.

     6. Conditions  Precedent to the Company's  Obligations.  The obligations of
the Company under this Agreement are subject to the performance by the Purchaser
of its obligations  hereunder and to 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.


     7.  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 of, or person controlling or under common control with, such party, and
will survive  delivery of any payment of the Units.

     8.  Miscellaneous.

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

          (b) All notices  under this  Agreement  shall be given in writing,  by
registered or certified mail,  postage prepaid,  addressed to the Company at 400
Oyster Point Blvd.,  South San Francisco,  California 94080 and to the Purchaser
at the  addresses  set forth  opposite  his or her name  below or at such  other
address  as may be  designated  in writing by the  parties to one  another.  Any
notice  addressed  or mailed as  specified  herein  shall be deemed to have been
given  three days after such  notice  has been  deposited  in the United  States
mails.

          (c) This  Agreement  shall inure to the benefit of and be binding upon
the parties hereto, their respective successors,  and no other person shall have
any right or obligation hereunder.

          (d) This  Agreement  shall be governed by, and construed in accordance
with, the laws of the State of California.

          (e) 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  WHEREOF,  the parties  have duly  executed and  delivered  this
Agreement, all as of March __, 2000.

                                COMPANY:

                                ACCUIMAGE DIAGNOSTICS CORP.




                                By:
                                   ---------------------------------------
                                   Robert Taylor, Chief Executive Officer


                                PURCHASER:

                                -------------------------------------------


                                -------------------------------------------
                                 Name of Purchaser [type or print]


                                -------------------------------------------
                                 Street Address


                                -------------------------------------------
                                 City, State and ZIP Code


                                 Amount of Investment: $
                                                        -------------------

                                 Units Purchased:
                                                 --------------------------