STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is entered into as of
December 7, 2001, by and between ACCUIMAGE DIAGNOSTICS CORP., a Nevada
corporation (the "COMPANY"), and the undersigned investor (the "INVESTOR").

                                    RECITALS

         The Company is privately offering up to 11,904,762 shares of the
Company's Common Stock (the "SHARES") to certain potential investors at the per
share purchase price of $0.084 (the "OFFERING"), and each Investor has agreed to
purchase the number of Shares set forth in its subscription agreement, the form
of which is attached hereto as EXHIBIT A ("SUBSCRIPTION AGREEMENT"), such amount
not to be less than 119,047 shares.


                                    AGREEMENT

         NOW, THEREFORE, Company and Investor hereby agree as follows:

                                   SECTION 1
                           PURCHASE AND SALE OF SHARES

         1.1      PURCHASE. Investor hereby agrees to purchase, and the Company
hereby agrees to sell to Investor, the number of Shares set forth below
Investor's signature on the Subscription Agreement executed by Investor at the
purchase price of $0.084 per Share, such amount not to be less than 119,047
shares.

         1.2      FORM OF PAYMENT; CLOSING. The aggregate purchase price shall
be the product of the number of Shares set forth on the Subscription Agreement
executed by Investor multiplied by $0.084 (the "AGGREGATE PURCHASE PRICE").
Investor shall pay the Aggregate Purchase Price either: (i) by delivering a
check to Company in the amount of the Aggregate Purchase Price with said check
payable to "Accuimage Diagnostics Corp."; or (ii) by wiring the Aggregate
Purchase Price into an account as directed by the Company. The minimum
investment is $10,000.00 (119,047 Shares). The closing of the sale of Shares to
Investor (the "CLOSING") shall occur promptly after (i) all the conditions set
forth in Sections 4 and 5 of this Agreement have been satisfied; (ii) the
Company has received and approved executed Stock Purchase Agreements and
Subscription Agreements for a total of $150,000.06 (1,785,715 Shares). The
Company will not deposit any check received from Investor until the Closing. If
for any reason the Closing does not occur on or before December 7, 2001, then
the Company shall at its discretion return to Investor any check or wire
transferred funds provided pursuant to this Section 1.2 and the Company shall
have no further obligations to Investor.

                                      -1-
<PAGE>


                                   SECTION 2
                     COMPANY REPRESENTATIONS AND WARRANTIES

         The Company hereby represents and warrants to each Investor that as of
the Closing:

         2.1      ORGANIZATION. The Company is a corporation duly formed,
validly existing and in good standing under the laws of the State of Nevada and
has all requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted.

         2.2      AUTHORIZATION. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement and the performance of
all obligations of the Company hereunder and thereunder, and the authorization,
issuance, sale and delivery of the Shares being purchased by Investor hereunder
has been taken or will be taken prior to the Closing, and this Agreement
constitutes the valid and legally binding obligation of the Company, enforceable
in accordance with its terms, except as may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent
transfer or other similar laws of general application and by legal, equitable or
public policy principles relating to, limiting or affecting the enforceability
of creditors' rights generally, or (ii) general principles of equity, including
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law.

         2.3      VALID ISSUANCE OF THE SHARES. The Shares, when issued, sold
and delivered in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid, and nonassessable, and will be free of restrictions
on transfer other than restrictions on transfer under this Agreement and under
applicable state and federal securities laws.

         2.4      GOVERNMENTAL CONSENTS. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
the Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except for any filings that may be required
pursuant to Regulation D under the Securities Act of 1933, as amended (the
"ACT") or by any applicable state "Blue Sky" laws.


                                   SECTION 3
                     INVESTOR REPRESENTATIONS AND WARRANTIES

         Investor hereby represents and warrants that:

         3.1      AUTHORIZATION. Investor has full power and authority to
execute, deliver and perform this Agreement, and this Agreement constitutes the
valid and legally binding obligation of Investor, enforceable in accordance with
its terms except as may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other
similar laws of general application and by legal, equitable or public policy
principles relating to, limiting or affecting the enforceability of creditors'
rights generally, or (ii) general principles of

                                      -2-
<PAGE>


equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance and injunctive relief, regardless of whether considered in a
proceeding in equity or at law.

         3.2      PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with
Investor in reliance upon Investor's representation to the Company, which, by
Investor's execution of this Agreement, Investor hereby confirms that the Shares
to be purchased by Investor hereunder will be acquired for investment purposes
only and for Investor's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that Investor has no
present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, Investor further represents
that Investor does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Shares.

         3.3      DISCLOSURE OF INFORMATION. Investor has received all the
information Investor considers necessary or appropriate for deciding whether to
purchase the Shares to be purchased hereunder. Investor acknowledges that: (i)
Investor has pursued its own independent investigation of the Company and of any
information that Investor considers material to its investment decision; (ii)
Investor has read the Form 10-KSB filed by the Company for its fiscal year
ending September 30, 2000, the Forms 10-QSB filed by the Company for the
quarters ending December 31, 2000, March 31, 2001, and September 30, 2001, and
the Form 10-QSB/A filed by the Company for the quarter ending December 31, 2000;
and (iii) Investor is relying solely upon such independent investigation, the
information contained in the aforementioned Form 10-KSB, two Forms 10-QSB and
Form 10-QSB/A and the representations and warranties contained in Section 2 of
this Agreement. Investor further represents that Investor has had an opportunity
to ask questions and receive answers and information from the Company regarding
the terms and conditions of the Offering and the business, properties, prospects
and financial condition of the Company.

         3.4      INVESTMENT EXPERIENCE; NO ORAL REPRESENTATIONS. Investor is an
experienced investor in securities and acknowledges that Investor is able to
fend for him/her/itself, can bear the economic risk of Investor's investment,
and has such knowledge and experience in financial or business matters that
Investor is capable of evaluating the merits and risks of the investment in the
Shares to be purchased hereunder. In evaluating the merits and risks of an
investment in the Shares, Investor has relied, in part, upon the advice of
Investor's legal counsel, tax advisors, and/or other investment advisors. At no
time was any oral representation made to Investor relating to the purchase of
the Shares or was Investor presented with or solicited by any form of general
advertising relating to the purchase hereunder. Investor has not relied on any
verbal statements or representations made to Investor in determining whether to
purchase the Shares hereunder. Investor is prepared to bear the risk of losing
part or all of Investor's investment in the Shares, and Investor acknowledges
the inability to sell or transfer the Shares for an indefinite period of time or
at a price which would enable Investor to recoup the investment in the Shares.
INVESTOR UNDERSTANDS THAT NO PUBLIC MARKET NOW EXISTS FOR THE SHARES AND THAT
THERE IS NO ANTICIPATED FUTURE PUBLIC MARKET FOR THE SHARES.

                                      -3-
<PAGE>


         3.5      RESTRICTED SECURITIES. Investor understands that the Shares to
be purchased hereunder are characterized as "restricted securities" under the
federal and state securities laws inasmuch as they will be acquired from the
Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may not be resold without
registration under the Act and applicable state securities laws or pursuant to
an exemption therefrom. In this connection, Investor represents that Investor is
familiar with Rule 144 promulgated under the Act ("RULE 144") and understands
the resale limitations imposed thereby. Investor is aware that an investment in
non-publicly traded securities such as the Shares is nonmarketable,
nontransferable and will require Investor's capital to be invested for an
indefinite period of time, possibly without return. Investor has no need for
liquidity in this investment, has the ability to bear the economic risk of this
investment, and can afford a complete loss of the entire purchase price paid for
the Shares.

         3.6      NO DISPOSITION DURING FIRST YEAR. Investor understands that
the Shares to be purchased hereunder may not be sold, transferred or disposed of
for one year after the Closing Date. Investor understands that, pursuant to Rule
144, affiliates (as "affiliate" is defined in Rule 144) and non-affiliates may
resell the Shares only after holding such securities for at least one year,
subject to certain sales volume limitations and other requirements contained in
Rule 144. Investor further understands that the requirements of Rule 144 may
change prior to Investor selling any Shares and that the Company has provided no
assurance that the sale of any such securities will be eligible for resale
pursuant to Rule 144 under any particular circumstances.

         3.7      FURTHER LIMITATIONS ON DISPOSITION. Without in any way
limiting the representations set forth above is this Section 3, Investor further
agrees not to make any disposition of all or any portion of the Shares purchased
hereunder unless:

                  (i)      There is then in effect a registration statement
under the Act and applicable state securities laws covering such proposed
disposition and such disposition is made in accordance with such registration
statement;

                  (ii)     Investor shall have (a) notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (b)
furnished the Company with evidence including an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
of such Shares or shares under the Act; or

                  (iii)    The disposition is pursuant to Rule 144.

         3.8      LEGENDS. It is understood that the Shares purchased hereunder
have not been registered under the Act and that Common Stock certificates
evidencing said Shares may bear one or all of the following legends:

                  (i)      "The securities evidenced hereby have not been
                           registered under the Securities Act of 1933, as
                           amended, or any state securities laws. They may not
                           be sold, offered for sale, pledged or hypothecated in
                           the absence of a registration statement in effect
                           with respect to the securities under such Act and any
                           applicable state securities laws or an opinion of
                           counsel

                                      -4-
<PAGE>


                           satisfactory to the Company that such registration is
                           not required or unless sold pursuant to Rule 144 of
                           such Act."

                  (ii)     Any legend required by any applicable state
                           securities laws.

         3.9      NO PREEMPTIVE RIGHTS OR ANTI-DILUTION PROTECTION. Investor
understands that Investor will not be entitled to any anti-dilution protection.
Investor understands that the Company may periodically issue additional Common
Stock or Preferred Stock or other equity or debt securities of the Company, and
that Investor has no right to participate in any such future securities offering
by the Company.

         3.10     INVESTOR'S PRINCIPAL RESIDENCE. Investor's principal residence
is as indicated on the signature page of this Agreement.

         3.11     ACCREDITED INVESTOR. Investor is an "accredited investor"
within the meaning of Securities and Exchange Commission Rule 501 or Regulation
D, as presently in effect.


                                   SECTION 4
                 CONDITIONS OF INVESTOR'S OBLIGATIONS AT CLOSING

         The obligations of Investor under Sections 1.1 and 1.2 hereof are
subject to the fulfillment on or before the Closing of each of the following
conditions:

         4.1      REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in Section 2 hereof shall be true and
correct on and as of the Closing.

         4.2      SUBSCRIPTION AGREEMENT. The Subscription Agreement shall have
been fully completed and executed by Investor and accepted by the Company.


                                   SECTION 5
               CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING

         The obligations of the Company under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions by the
undersigned Investor:

         5.1      REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the undersigned Investor contained in Section 3 hereof shall be
true on and as of the Closing.

         5.2      PAYMENT OF AGGREGATE PURCHASE PRICE. The undersigned Investor
shall have delivered the Aggregate Purchase Price for the Shares as specified in
Sections 1.1 and 1.2 hereof.

         5.3      SUBSCRIPTION AGREEMENT. The Subscription Agreement shall have
been completed, executed and delivered by the undersigned Investor in form and
substance satisfactory to the Company in its sole discretion.

                                      -5-
<PAGE>


         5.4      DELIVERY OF NOTES. The Company shall, within five (5) days
after the Closing, deliver to Investor a Common Stock certificate evidencing the
Shares purchased.


                                   SECTION 6
                                  MISCELLANEOUS

         6.1      SURVIVAL OF WARRANTIES. The warranties, representations and
covenants of the Company and Investor contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of Investor or the Company.

         6.2      SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any Shares). Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

         6.3      GOVERNING LAW. This Agreement and all matters related to or
arising under this Agreement shall be governed by and construed under the
internal laws of the State of California, regardless of any conflicts of law or
choice of law provisions of any jurisdiction.

         6.4      COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Agreement and any other document or instrument relating hereto may be executed
by a party's signature transmitted by facsimile ("fax"), and copies of this
Agreement and any such document or instrument executed and delivered by means of
faxed signatures shall have the same force and effect as copies hereof executed
and delivered with original signatures. All parties hereto may rely upon faxed
signatures as if such signatures were originals. Any party executing and
delivering this Agreement and any such document or instrument by fax shall
promptly thereafter deliver a counterpart signature page of this Agreement and
the fully executed original or counterpart original of any such document or
instrument containing said party's original signature. All parties hereto agree
that a faxed signature may be introduced into evidence in any proceeding arising
out of or related to this Agreement or any such document or instrument as if it
were an original signature.

         6.5      TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

         6.6      NOTICES. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or five (5)
days after deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties.

                                      -6-
<PAGE>


         6.7      FINDER'S FEE. Investor agrees to indemnify and to hold
harmless the Company from any liability for any commission or compensation in
the nature of a finders' fee (and the costs and expenses of defending against
such liability or asserted liability) for which Investor or any of its officers,
partners, employees, or representatives is responsible. The Company agrees to
indemnify and hold harmless Investor from any liability for any commission or
compensation in the nature of a finders' fee (and the costs and expenses of
defending against such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.

         6.8      AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Shares issued and outstanding. Any amendment or waiver made in
accordance with this paragraph shall be binding upon each holder of any Shares
purchased under this Agreement at the time outstanding, each future holder of
all such securities, and the Company.

         6.9      SEVERABILITY. If any provision of this Agreement is held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

         6.10     NO WAIVER. The failure of any party in any instance to
exercise any right under this Agreement shall not constitute a waiver of any
other right that may subsequently arise under the provisions of this Agreement
or any other agreement between the parties. No waiver of any breach or condition
of this Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition, whether of like or different nature.

         6.11     REMEDIES FOR BREACH. It is expressly acknowledged and agreed
that irreparable injury will be suffered if Investor breaches any of the
provisions of Sections 3.6 or 3.7 of this Agreement and that the injured parties
shall be entitled to the equitable remedies of specific performance and
injunction for the enforcement of such provisions, without the necessity of
posting a bond or security or showing actual damages. The availability of
equitable remedies shall not be deemed to limit any other right or remedy to
which any party to this Agreement would otherwise be entitled. In the event of
any action to enforce this Agreement, the prevailing party shall be entitled to
recover all costs and expenses incurred in connection with such enforcement,
including but not limited to attorneys' fees.

         6.12     ENTIRE AGREEMENT. This Agreement and the documents referred to
herein constitute the entire agreement among the parties and no party shall be
liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.

                                      -7-
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                COMPANY:

                                ACCUIMAGE DIAGNOSTICS CORP.,
                                a Nevada corporation

                                By: /s/ LEON KAUFMAN
                                    --------------------------------------------
                                    Dr. Leon Kaufman, Chief Executive Officer

                                Address:   400 Grandview Drive
                                           South San Francisco, California 94080

                                Telephone: (650) 875-0192

                                INVESTOR:

                                           CHRIS R. SHEPHERD
                                           -------------------------------------
                                           Print Name of Investor

                                           /s/ CHRIS R. SHEPHERD
                                           -------------------------------------
                                           Signature

                                           -------------------------------------
                                           -------------------------------------
                                           Print Name and Title (if an entity)

                                Address of Principal Residence:

                                           2317 150B STREET
                                           -------------------------------------
                                           WHITE ROCK, BC
                                           -------------------------------------
                                           CANADA V4A 8B1
                                           -------------------------------------

                                Telephone: (604)-618-6777

                                      -8-
<PAGE>


                                    EXHIBIT A
                                       TO
                            STOCK PURCHASE AGREEMENT


                             SUBSCRIPTION AGREEMENT

                                December 7, 2001

Accuimage Diagnostics Corp.
400 Grandview Drive
South San Francisco, California 94080
Attn:  Dr. Leon Kaufman, Chief Executive Officer

To whom it may concern:

         The undersigned investor  ("INVESTOR"),  intending to be legally bound,
hereby agree with Accuimage Diagnostics Corp. as follows:

         1.       SUBSCRIPTION.  Investor hereby  subscribes to purchase (a) the
number of shares of Common Stock (the "SHARES") of Accuimage  Diagnostics Corp.,
a Nevada  corporation (the  "COMPANY"),  indicated on the signature page of this
Subscription Agreement ("AGREEMENT") at a per share price of $0.084.

         2.       CLOSING.  Investor  understands  that the sale and purchase of
the  Shares  will be  concluded  as  provided  in and  subject  to the terms and
conditions  of the Stock  Purchase  Agreement  by and between  Investor  and the
Company dated as of December 7, 2001 (the "STOCK PURCHASE AGREEMENT").

         3.       MODIFICATION.  This  Agreement  may not be  modified or waived
except  by an  instrument  in  writing  signed by the  party  against  which any
modification or waiver is sought to be enforced.

         4.       ASSIGNABILITY.  Investor  understands  that  Investor  may not
assign this Agreement or Investor's rights,  interests and obligations hereunder
to any individual or entity without the Company's express prior written consent,
which the Company may withhold in its sole and absolute discretion, and that any
purported assignment without such consent is void ab initio.

         5.       ACCREDITED  INVESTOR.  Investor hereby represents and warrants
that Investor is (check ALL appropriate boxes):

[ ]      (i)      A bank as defined in Section  3(a)(2) of the Securities Act of
         1933 (the  "1933  ACT"),  or a savings  and loan  association  or other
         institution  as defined in Section  3(a)(5)(A)  of the 1933 Act whether
         acting in its  individual  or  fiduciary  capacity;  a broker or dealer
         registered pursuant to Section 15 of the Security Exchange Act of 1934;

                                    EXHIBIT A
                                       to
                            Stock Purchase Agreement
                                      -1-
<PAGE>


[ ]      (ii)     An insurance  company as defined in Section  2(13) of the 1933
         Act; an investment  company registered under the Investment Company Act
         of 1940 or any  business  development  company  as  defined  in Section
         2(a)(48) of that Act;

[ ]      (iii)    A Small Business Investment Company licensed by the U.S. Small
         Business  Administration  under  Section  301(c)  or (d)  of the  Small
         Business Investment Act of 1958;

[ ]      (iv)     A plan  established  and maintained by a state,  its political
         subdivisions,  or any  agency  or  instrumentality  of a  state  or its
         political subdivisions,  for the benefit of its employees, if such plan
         has total assets in excess of U.S.$5,000,000;

[ ]      (v)      An employee  benefit  plan within the meaning of the  Employee
         Retirement  Income  Security Act of 1974 if the investment  decision is
         made by a plan  fiduciary,  as defined  in  Section  3(21) of such Act,
         which  is  either  a bank,  savings  and  loan  association,  insurance
         company,  or registered  investment adviser, or if the employee benefit
         plan  has  total   assets  in  excess  of   U.S.$5,000,000   or,  if  a
         self-directed  plan, with  investment  decisions made solely by persons
         that are accredited investors;

[ ]      (vi)     A private business  development  company as defined in Section
         202(a)(22) of the Investment Advisers Act of 1940;

[ ]      (vii)    An organization described in Section 501(c)(3) of the Internal
         Revenue Code,  corporation,  Massachusetts  or similar  business trust,
         limited liability company, or partnership,  not formed for the specific
         purpose of  acquiring  the  securities  offered,  with total  assets in
         excess of U.S.$5,000,000;

[X]      (viii) A director, executive officer, or general partner of the issuer
         of the securities being offered or sold, or a director, executive
         officer, or general partner of a general partner of that issuer;

[ ]      (ix)     A natural  person  whose  individual  net worth,  or joint net
         worth with my spouse, exceeds U.S.$1,000,000;

[ ]      (x)      A natural  person  who had an  individual  income in excess of
         U.S.$200,000  in each of the two most recent  years or joint  income my
         spouse in excess of U.S.$300,000 in each of those years and I/we have a
         reasonable expectation of reaching the same income level in the current
         year;

[ ]      (xi)     A trust,  with total assets in excess of  U.S.$5,000,000,  not
         formed for the specific  purpose of acquiring the  securities  offered,
         whose  purchase  is  directed  by a person who has such  knowledge  and
         experience in financial and business  matters that he or she is capable
         of evaluating the merits and risks of this prospective investment; or

[ ]      (xii)    An  entity  in which  all of the  equity  owners  satisfy  the
         requirements of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii),
         (ix), (x) and/or (xi) immediately above.

                                    EXHIBIT A
                                       to
                            Stock Purchase Agreement
                                      -2-
<PAGE>


         6.       DATE OF ACCREDITED INVESTOR QUALIFICATION. The above
representations and warranties regarding Investor's Accredited Investor status
are true and accurate as of the date hereof and shall be true and accurate as of
the closing of the purchase of the Shares as "CLOSING" is defined in the Stock
Purchase Agreement. If in any respect such representations and warranties shall
not be true and accurate prior to or as of the Closing, Investor shall give
immediate notice of such fact to the Company by facsimile to (650) 875-0194 to
the attention of Dr. Leon Kaufman, Chief Executive Officer of the Company, with
an additional copy of that notice sent by overnight delivery to Dr. Leon Kaufman
at 400 Grandview Boulevard, South San Francisco, California 94080.

         7.       MISCELLANEOUS.

         Investor understands that this Agreement and any and all matters
related to or arising under this Agreement shall be governed by the internal
laws of the State of California, without regard to any conflicts of law or
choice of law provisions of any jurisdiction.

         Investor's representations and warranties made in this Agreement will
survive execution and delivery of the Stock Purchase Agreement and the issuance
and sale of the Shares thereunder.

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement and any other document or instrument
relating hereto may be executed by a party's signature transmitted by facsimile
("fax"), and copies of this Agreement and any such document or instrument
executed and delivered by means of faxed signatures shall have the same force
and effect as copies hereof executed and delivered with original signatures. All
parties hereto may rely upon faxed signatures as if such signatures were
originals. Any party executing and delivering this Agreement and any such
document or instrument by fax shall promptly thereafter deliver a counterpart
signature page of this Agreement and the fully executed original or counterpart
original of any such document or instrument containing said party's original
signature. All parties hereto agree that a faxed signature may be introduced
into evidence in any proceeding arising out of or related to this Agreement or
any such document or instrument as if it were an original signature.

                            [SIGNATURE PAGE FOLLOWS.]

                                    EXHIBIT A
                                       to
                            Stock Purchase Agreement
                                      -3-
<PAGE>


         Please  indicate  your  agreement  with the  foregoing  by signing  and
completing the required  information in the places indicated below and returning
a copy of this letter to  Accuimage  Diagnostics  Corp.  at the  address  stated
above.

                                             Very truly yours,

                                             CHRIS R. SHEPHERD
                                             -----------------------------------
                                             [Print Name of Investor]

                                             By: /s/ CHRIS R. SHEPHERD
                                                 -------------------------------

                                                 Name:
                                                      --------------------------
                                                 Its:
                                                      --------------------------

                                             2317 150B STREET
                                             -----------------------------------
                                             Street Address

                                             WHITE ROCK, BC CANADA V4A 8B1
                                             -----------------------------------
                                             City, State, Zip Code

                                             -----------------------------------
                                             Tax ID Number

                                             261,904
                                             -----------------------------------
                                             Number of Shares Subscribed For

ACCEPTED AND AGREED TO:

ACCUIMAGE DIAGNOSTICS CORP.,
a Nevada corporation

By:   /s/ LEON KAUFMAN
      ---------------------------
      Dr. Leon Kaufman,
      Chief Executive Officer

Date: December 6, 2001


                                    EXHIBIT A
                                       to
                            Stock Purchase Agreement
                                      -4-