MEDICAL RESOURCES INC /DE/
8-K, 1997-07-09
MEDICAL LABORATORIES
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                            FORM 8-K


                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):
                          June 30, 1997



                       MEDICAL RESOURCES, INC.                    
- - ----------------------------------------------------------------
      (Exact name of registrant as specified in its charter)



Delaware             0-20440             13-3584552              
- - ----------------------------------------------------------------
(State or other      (Commission            (I.R.S. Employer
 jurisdiction)        File Number)          Identification No.)


    155 State Street, Hackensack, New Jersey       07601         
- - ----------------------------------------------------------------  
 Address of principal executive offices)       (Zip Code) 


Registrant's telephone number, including area code: (201) 488-6230


                             N/A                                  
- - ----------------------------------------------------------------
(Former name and former address, if changed since last report)
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Item 5.  Other Events.

          On June 30, 1997, Medical Resources, Inc., a Delaware
corporation (the "Registrant"), through a wholly-owned subsidiary,
consummated the acquisition (the "Acquisition") of substantially
all of the business assets of Brooklyn Medical Imaging Center,
Meadows Medical Management, Inc. and The Staten Island Medical
Imaging, Inc. (collectively, the "Sellers").  The Acquisition was
consummated pursuant to an Asset Purchase Agreement (the
"Agreement"), dated as of June 27, 1997, by and among the
Registrant, its acquisition subsidiary, the Sellers, and certain
equity holders of the Sellers.  Pursuant to the Agreement, MRI's
acquisition subsidiary acquired substantially all of the business
assets owned by Sellers for approximately $2,850,000 in cash,
152,356 shares of the Registrant's common stock, $0.01 par value,
and the assumption of certain liabilities.
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<PAGE>

Item 7.   Financial Statements and Exhibits.



(c)       Exhibits.


Exhibit No.                Description

99(a)                    Asset Purchase Agreement, dated as of June
                         27, between Brooklyn Medical Imaging
                         Center, Meadows Medical Management, Inc.,
                         The Staten Island Medical Imaging, Inc.,
                         Mark Novick, M.D., Dennis Rossi, M.D., Art
                         Taylor, Eliezer Offenbacher, Aldonna
                         McCarthy, Queens/Kings Resources, Inc. and
                         the Registrant.



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<PAGE>

                           SIGNATURES



          Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                              MEDICAL RESOURCES, INC.



                              By:/s/ John P. O'Malley III       
                              ---------------------------------- 
                                 Name:  John P. O'Malley III
                                 Title: Executive Vice President -
                                        Finance


Dated:  July 8, 1997

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<PAGE>



                    ASSET PURCHASE AGREEMENT



          AGREEMENT, dated as of June   , 1997, between Brooklyn
Medical Imaging Center ("BMIC"), Meadows Medical Management, Inc.
("MMM") and The Staten Island Medical Imaging, Inc. ("SIMI")
(collectively, the "Sellers"), Mark Novick, M.D. ("Dr. Novick"),
Dennis Rossi, M.D. ("Dr. Rossi"), Art Taylor ("Taylor"), Eliezer
Offenbacher ("Offenbacher") and Aldonna McCarthy ("McCarthy")
(collectively, the "Stockholders"), and Queens/Kings Resources,
Inc. (the "Buyer") and Medical Resources, Inc. ("MRI") to the
extent set forth on the signature page hereto.

                      W I T N E S S E T H:

          WHEREAS, Sellers, BMIC, MMM and SIMI, respectively, own
and manage three imaging centers located at 450 Avenue P, Brooklyn,
NY 11223 (the "BMIC Center"); 163-03 Horace Harding Expressway,
Flushing, NY 11365 (the "MMM Center") and 1050 Forrest Hill Road,
Staten Island, NY 10314 (the "SIMI Center"), respectively,
(collectively, the "Centers"), and respectively own or have the
right to use certain of the assets, properties, business and
goodwill relating thereto (the "Business"); and
          
          WHEREAS, Buyer desires to acquire the Business and
substantially all of the properties and assets of Sellers used or
held for use in connection with the Business, and Sellers desire to
sell the Business and transfer such properties and assets to Buyer,
upon the terms and subject to the conditions hereinafter set forth;
and
          WHEREAS, the Stockholders and BMIC own the outstanding
common stock and partnership interests of the Sellers.
          
          NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, Seller and Buyer agree as
follows:

                            ARTICLE 
                                
                SALE OF ASSETS AND PURCHASE PRICE
               
     1.1  Sale and Purchase of Assets.  On the basis of the
representations, warranties, covenants and agreements contained in
this Agreement and subject to the terms and conditions set forth in
this Agreement, on the Closing Date (as defined in Section 1.2
hereof), Sellers shall sell, assign, transfer and deliver to Buyer,
and Buyer shall purchase and acquire from Sellers, free and clear
of all Liens (as defined in Section 2.5(b) hereof) except as
otherwise contemplated by Section 2.5(b) hereof, all of the assets 

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of the Business associated with the Centers, other than the assets
listed on Schedule 1.1 (the "Excluded Assets"), including, without
limitation, all machinery, equipment and furnishings used or held
for use exclusively or primarily in the Business, as set forth on
Schedule 2.5(A) hereto (the Business and all of the foregoing,
excepting only the Excluded Assets, being hereinafter referred to
as the "Purchased Assets").  As used herein, the term "Purchased
Assets" shall also include, without limitation of the foregoing: 

     (a)  all warranties and claims or potential claims against
Sellers' suppliers or lessors with respect to any assets included
in the Purchased Assets to the extent said warranties and claims
may be assignable; and
          
     (b)  all names, trademarks, contractual rights, telephone
numbers, Licenses (as defined in Section 2.6), books and records,
business and goodwill of Sellers relating to the Business and the
Purchased Assets; and
          
     (c)  all of Sellers' accounts receivable as of the Closing
Date (as herein defined) arising out of services performed by any
of the Sellers at the Centers (including, in all cases, any related
claims in respect of the collection thereof) (the "Accounts
Receivable"); and 
          
     (d)  the rights to any and all contracts and agreements which
Buyer agrees to assume and have the Sellers assign to it as listed
on Schedule 1.1(d) hereto (the "Assumed Contracts") (any agreement
not so identified on such Schedule 1.1(d) shall be retained by such
Seller and no obligation thereof will be assumed by the Buyer); and
          
     (e)  in addition, as an integral part of the Purchased Assets
and which Buyer is relying on in entering into this Agreement, the
restrictive agreements that the Sellers and the Stockholders shall
herein agree to in Article 8.
     
     1.2  Closing Date.  The purchase and sale of the Business and
the Purchased Assets (the "Closing") shall take place on June   ,
1997 at the offices of Werbel & Carnelutti, 711 Fifth Avenue, New
York, New York 10022 at 10:00 a.m. New York City time or as soon
thereafter as all of the conditions specified in Articles 5 and 6
of this Agreement shall be satisfied or waived, or at such other
place or time or on such other date as Sellers and Buyer may agree
upon in writing (such date and time being hereinafter called the
"Closing Date").

     1.3  Purchase Price.  As consideration for the Purchased
Assets (the "Purchase Price"), Buyer shall pay to each Seller, in
addition to the assumption of Assumed Liabilities (as herein
defined) (the "Assumed Liabilities"), the amounts as follows:
          
          (i)  to BMIC, $3,500,000, payable as follows:  a) 

<PAGE>

$1,750,000 to be paid in Common Stock and  b) $1,750,000 payable as
follows: 1.) payment of BMIC's obligation to pay certain
liabilities as hereinafter described in Section 1.3(c), and 2.) the
balance to be paid in cash at Closing;
          
          (ii) to MMM, $1,900,000, payable as follows:  a) $995,000
to be paid in Common Stock and b) $995,000 payable as follows: 1.)
payment of MMM's obligation to pay certain liabilities as
hereinafter described in Section 1.3(c), and 2.) the balance to be
paid in cash at Closing;
               
          (iii) to SIMI, $0.
          
     The aggregate cash portion of the Purchase Price, as adjusted,
shall be made by wire transfer in immediately available funds on
the Closing Date to the trust account of Solomon & Siris at EAB,
600 Old Country Road, Garden City, New York, Account No. 065-631814
(the "Closing Date Amount").  The amount to be paid in Common Stock
is herein referred to as the "Common Stock Amount".

     Buyer shall deliver to Sellers on or within two business days
following the Closing Date stock certificates evidencing the number
of shares (the "Closing Shares") of Common Stock of MRI, the parent
of Buyer, par value $.01 per share (the "MRI Common Stock"), which
equals the quotient obtained by dividing the Common Stock Amount
with respect to such Seller by the Market Value (as defined in
Section 10.15) of the MRI Common Stock, as quoted on NASDAQ as of
the trading day immediately prior to the execution of definitive
acquisition documentation (the "Closing Price").

     (b)  Allocation of Purchase Price.  The Sellers and the Buyer
agree to allocate the Purchase Price in accordance with IRC Section
1060 within 30 days of Closing.  In addition, the Sellers and the
Buyer hereby agree to file timely any information that may be
required to be filed pursuant to Treasury Regulations promulgated
under IRC Section 1060.
          
     (c)  Sellers' Obligations to Pay Certain Liabilities at
Closing.  Sellers shall be obligated to pay the obligations set
forth in Schedule 1.3(c) hereto.
          
     1.4  Liabilities.  Buyer shall not assume or be bound by any
duties, responsibilities, obligations or liabilities of Sellers,
Stockholders, the Business or the Centers of any kind or nature,
known, unknown, contingent or otherwise (including, without
limitation, any benefit plan maintained by Buyer, any trade
payables or any professional fees), except as specifically set
forth on Schedule 1.4 annexed hereto.  Except as specifically set
forth on Schedule 1.4, all other liabilities are retained by
Sellers and Stockholders, and are herein referred to as "Retained
Liabilities".  Such liabilities expressly assumed by Buyer in
Schedule 1.4 are herein referred to as "Assumed Liabilities."

<PAGE>

          
     1.5  Additional Closing Date Deliveries and Actions.
          
     (a)  On the Closing Date, Sellers shall (i) deliver, or
execute and deliver, to Buyer (w) a Bill of Sale, Assignment and
Assumption Agreement in substantially the form annexed hereto as
Exhibit A with respect to the Purchased Assets, (x) all evidences
of consent, waiver or approval obtained by Sellers in respect of
the Purchased Assets or the consummation of the transactions
contemplated by this Agreement, (y) all of the documents,
instruments and opinions contemplated to be delivered by Sellers to
Buyer on the Closing Date pursuant to Article 5 hereof, and (z) all
such other bills of sale, assignments and other instruments of
transfer or conveyances as Buyer may reasonably request or as may
otherwise be necessary to evidence and effect the sale, assignment,
transfer, conveyance and delivery of the Purchased Assets to Buyer
and the retention by the Sellers and Stockholders of the Retained
Liabilities and (ii) take all steps and actions as Buyer may
reasonably request or as may otherwise be necessary to put Buyer in
actual possession and control and provide Buyer with the benefits
of the Purchased Assets and the Business.  All of the documents
described in (w) through (z) hereof are hereinafter referred to as
"Sellers' Closing Documents".
          
     (b)  On the Closing Date, Buyer shall (i) deliver, or execute
and deliver, to Sellers (x) the Closing Date Amount, (y) a Bill of
Sale, Assignment and Assumption Agreement in substantially the form
annexed hereto as Exhibit A with respect to the Purchased Assets,
and (z) all of the documents, instruments and opinions contemplated
to be delivered by Buyer to Sellers on the Closing Date pursuant to
Article 6 hereof, and (ii) take all steps and actions as may be
reasonably necessary to effectuate the transactions contemplated
hereby.  All of the documents described in (x) through (z) hereof
are hereinafter referred to as "Buyer's Closing Documents" and,
collectively with Sellers' Closing Documents, the "Closing
Documents".
          
     (c)  Apportionment of Certain Liabilities.  The Closing Date
Amount shall be adjusted for the apportionment of expenses as of
the Closing Date of the Centers, including, but not limited to,
office or building rent, equipment leases, payroll and service
contracts and other such expenses as set forth on Schedule 1.5(c). 
The parties shall determine such apportionment and settle such
amounts prior to or as promptly as practicable following the
Closing.
          
     (d)  SIMI Adjustment.  The Sellers shall deposit into escrow
at Closing the sum of $300,000 in cash (the "Escrow Amount"), which
sum shall be paid as provided in Section 1.3(c), and all parties
shall execute the form of Escrow Agreement attached hereto as
Exhibit B.  In the event that the Center heretofore operated by
SIMI (the "Staten Island Center") ceases operations at any time 

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during the six months following the Closing, (i) the Escrow Amount
shall be delivered to DVI Financial Services, Inc. and (ii) upon
liquidation of the Staten Island Center and after payment of all
liabilities associated therewith, remaining assets with respect
thereto shall be delivered to Sellers in accordance with their
written instructions.  If on the Business Day six months after the
Closing Date, the Staten Island Center is in operation or, if
within six months after ceasing operations, the Buyer or any
Affiliate thereof commences operations at the Staten Island Center
("ReOpening") (i) the Escrow Amount (or in the case of a ReOpening,
an amount equal to the Escrow Amount) shall be delivered to Solomon
& Siris as attorneys on behalf of the Sellers to be disbursed in
accordance with the Seller's written instructions and (ii) Buyer
shall pay to Solomon & Siris, on behalf of Sellers, as described in
Section 1.3(a) to be disbursed in accordance with the Sellers'
written instructions the sum of $175,000.  The determination to
continue or cease operations at the Staten Island Center shall be
in Buyer's sole and absolute discretion.
          
     1.6  Consents, Waivers and Further Assurances.   From time to
time following the Closing, Sellers shall execute and deliver, or
cause to be executed and delivered to Buyer such other instruments
of assignment, conveyance and transfer as Buyer may reasonably
request or as may be otherwise necessary more effectively to convey
and transfer to, and vest in, Buyer and put Buyer in possession of,
any part of the Purchased Assets and to convey to Buyer the benefit
of the bargain.
          
     (b)  With respect to any properties or assets sold hereunder
that cannot be physically delivered to Buyer because they are in
the possession of third parties, or otherwise, Sellers and
Stockholders shall give irrevocable instructions to the party in
possession thereof, if such be the case, with copies to Buyer, that
all right, title, and interest therein have been vested in Buyer
and that the same are to be held for Buyers' exclusive use and
benefit.
          
     1.7  Termination.  Anything contained in this Agreement to the
contrary notwithstanding, this Agreement may be terminated and the
transactions contemplated herein abandoned at any time prior to the
Closing Date: (a) by the mutual written agreement of Buyer and
Sellers; or (b) by Buyer or Sellers in the event of any material
breach by the other party of any of its agreements, representations
or warranties contained herein; or (c) by either Buyer or Sellers
if the Closing has not occurred on or before July 15, 1997
(provided, however, that if the party seeking to terminate this
Agreement pursuant to this clause (c) has failed to use good faith
and best efforts to bring about the Closing, that party shall not
have the right to terminate the Agreement pursuant to this clause),
or such later date as may be agreed upon in writing by Sellers and
Buyer or may result from the operation of the provisions of Section
4.3 (the "Termination Date").  Notwithstanding any such 

<PAGE>

termination, the provisions of Section 8.1 of this Agreement shall
remain in full force and effect and no such termination shall be
deemed to constitute a release or waiver by either party of any
claim against the other party hereto based on any breach by such
party of its agreements or its representations and warranties
contained herein.
          
     1.8  Registration of MRI Common Stock.   Within three months
following the Closing Date, MRI shall prepare and file a
registration statement with the Securities and Exchange Commission
(the "SEC"), and shall thereafter use its best efforts to cause all
Closing Shares to be registered under the Securities Act within six
months following the Closing Date, covering the resale by the
Sellers in a public distribution of the Closing Shares.  The date
such registration statement is declared effective by the SEC is
referred to herein as the "Effective Date".  MRI shall also use its
best efforts to keep any such registration statement, and the
accompanying prospectus, effective and current under the Securities
Act at its expense for a period ending on the earlier to occur of
six months from the Effective Date or the date on which Sellers
have completed their disposition of such shares pursuant to the
registration statement, provided that such six-month period shall
be extended for a period equal to the number of days during such
six-month period with respect to which trading in the MRI Common
Stock is suspended on The Nasdaq Stock Market or such registration
statement is not effective and current other than as a result of
any action or inaction by Sellers.

          (b)  In connection with the registration of the Closing
Shares pursuant to this Section 1.8:

     (i)  The Sellers will cooperate in furnishing promptly to MRI
in writing any information reasonably requested by MRI in
connection with the preparation, filing and processing of such
registration statement;

     (ii) MRI shall use reasonably diligent efforts to have the
Closing Shares qualified for listing on The Nasdaq Stock Market;

     (iii) MRI shall notify Sellers, at any time when a prospectus
relating to the Closing Shares is required to be delivered under
the Securities Act, of the happening of any event as a result of
which the prospectus included in the registration statement
contains an untrue statement of material fact or omits any fact
necessary to make the statements therein not misleading and MRI
shall take such steps at it shall deem necessary to correct such
prospectus;

     (iv) Except as set forth in subsection (v) below, MRI shall
bear all costs and expenses incident to any registration pursuant
to this Section 1.8; 


<PAGE>

     (v)  The Sellers shall pay any and all brokerage fees and
transfer taxes incident to the sale of any share of MRI Common
Stock sold by the Sellers pursuant to the registration effected
pursuant to this Section 1.8, and shall pay the fees and expenses
of any special attorneys or accountants retained by it; 

     (vi) MRI will prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such
registration statement effective and current for the period
required herein and use reasonably diligent efforts to comply with
the provisions of the Securities Act and the rules and regulations
of the SEC with respect to the sale or disposition of shares
covered by such registration statement; and

     (vii) MRI will furnish to the Sellers such number of
prospectuses or other documents incident to such registration as
may from time to time be reasonably requested, and cause its shares
to be qualified under the blue-sky laws of those states reasonably
requested by the Sellers (provided that MRI will not be required to
(A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify, (B) subject itself to
taxation in any such jurisdiction or (C) consent to general service
of process in any such jurisdiction);

     (c)  In the event MRI fails to file a registration statement
within three months of the Closing Date or the Closing Shares are
not registered by the end of such six-month period, Seller will
have the option, exercisable within ten days after the end of such
three or six-month period, and within ten days after written notice
in the event the Registration Statement is not filed within three
months or the Registration Statement has not been declared within
six months, as the case may be, to return the Closing Shares to MRI
and to require MRI to pay to Seller an amount equal to the Common
Stock Amount.  Buyer shall notify Sellers in writing as to whether
or not it has filed the registration statement by the three month
period and when the registration statement has been declared
effective.  

                           ARTICLE 2 
                 REPRESENTATIONS AND WARRANTIES
                   OF SELLERS AND STOCKHOLDERS
          
     As an inducement to Buyer to enter into this Agreement and to
consummate the transactions contemplated hereby, each Seller with
respect to its entity and the Stockholders who have an equity
interest in such Seller with respect to such entity, jointly and
severally, represent and warrant to Buyer and agree as follows:
     
     2.1  Organization and Qualification.  Each of MMM and SIMI is
a corporation duly organized, validly existing and in good standing
under the laws of the State of New York, and BMIC is a general 

<PAGE>

partnership duly organized under New York law.  Each Seller has all
requisite corporate or partnership power and authority to own or
lease its properties and assets and to conduct its business as
presently conducted.  Attached hereto as Schedule 2.1 is an
accurate list of the sole stockholders or partners of the Sellers
and own such shares or partnership interests of each Seller as is
set forth on Schedule 2.1 and no other person or entity has an
equity interest in any Seller or any right with respect to an
equity interest in any Seller.

     2.2  Authority to Effect Transactions.   Sellers and
Stockholders have all requisite power and authority to execute,
deliver and perform this Agreement and all of Sellers' Closing
Documents.  All necessary corporate or other action (including,
without limitation, action by Stockholders) on the part of the
Sellers has been duly taken to authorize the execution, delivery
and performance by Sellers of this Agreement and all of Sellers'
Closing Documents.  This Agreement has been duly authorized,
executed and delivered by each Seller, has been duly executed and
delivered by the Stockholders, and is the legal, valid and binding
obligation of each Seller and Stockholder, enforceable against each
Seller and Stockholder in accordance with its terms, except as may
be limited by the application of bankruptcy, insolvency, and
creditors rights, laws, and the application of principles of
equity.  Each of Sellers' Closing Documents has been duly autho-
rized by the applicable Seller and, upon execution and delivery by
such Seller, as contemplated hereby, will be the legal, valid and
binding obligation of such Seller, enforceable against such Seller
in accordance with its terms, except as may be limited by the
application of bankruptcy, insolvency, and creditors rights, laws,
and the application of principles of equity.

     (b)  Except as set forth in Schedule 2.2(B) hereto, (i) no
consent, authorization, approval, order, license, certificate,
permit or act of or from, or declaration or filing with, any
foreign, federal, state, local or other governmental authority or
regulatory body or any court or other tribunal or any party to any
contract, agreement, instrument, lease or License (as defined in
Section 2.6) to which the Sellers or Stockholders is a party or by
which any of them is bound or to which any of the Purchased Assets
is subject, is required for the execution, delivery or performance
by Sellers or Stockholders of this Agreement or any of Sellers'
Closing Documents or the consummation of the transactions
contemplated hereby or thereby and (ii) neither the execution,
delivery or performance of this Agreement or any of Sellers'
Closing Documents nor the consummation of the transactions
contemplated hereby or thereby (v) conflicts with or will conflict
with, or (with or without the giving of notice or the passage of
time or both) results or will result in a breach of the terms,
conditions or provisions of, (w) constitutes or will constitute a
default under, (x) results or will result in the creation of any
Lien except for Permitted Liens (as defined in Section 2.5(b) 

<PAGE>

hereof) upon the Purchased Assets pursuant to, (y) constitutes or
will constitute an event creating rights of acceleration,
termination or cancellation, or loss of rights under, or (z)
results or will result in a violation of, (A) any  Seller's
organizational documents and agreements, each as amended to date,
(B) any law, statute, rule, regulation, order, award, judgment or
decree to which any Seller, Stockholder or any of the Purchased
Assets is subject or (C) any contract, agreement, instrument, lease
or License to which any Seller or Stockholder is a party or by
which any of them is bound.

     2.3  Financial Information.  Sellers have delivered to Buyer
the financial statements as set forth on Schedule 2.3A.  Such
financial statements were prepared in accordance with generally
accepted accounting principles consistently applied and fairly
reflect the result of operations and financial condition of the
Sellers.  The Centers' books and records are true, complete and
accurate in all material respects.  Except as set forth in Schedule
1.4 and 2.3 hereto, no Center is subject to any material liability
(including, without limitation, unasserted claims whether known or
unknown and liabilities for federal, state or local income tax),
whether absolute, contingent, accrued or otherwise. 

     2.4  Absence of Certain Developments.  Except as contemplated
by this Agreement or as otherwise set forth on Schedule 2.4 hereto,
since January 1, 1997, the Business has been conducted in all
respects only in the ordinary course of business of the Centers
consistent with past practice.  Except as set forth on Schedule 2.4
hereto, since January 1, 1997, there has been (a) no material
adverse change in the Purchased Assets or in the business,
liabilities, operations, profits, condition (financial or
otherwise) or prospects of the Centers other than general industry
conditions, if any, and, no fact or condition exists or is
contemplated or threatened which might be expected to cause such a
change in the future, and (b) no damage, destruction, loss or claim
or condemnation or other taking materially and adversely affecting
any Purchased Asset.
          
     2.5  Tangible Personal Property; Title and Liens.   Set forth
on Schedule 2.5(A) hereto is a list of all of the tangible personal
property included in the Purchased Assets.
          
     (b)  The Sellers have good title to all of the Purchased
Assets, free and clear of all mortgages, liens, security interests,
easements, encumbrances, equities, claims and obligations to other
Persons (as such term and all other defined terms used herein and
not otherwise defined are defined in Section 10.15) of every kind
and character (any of the foregoing, a "Lien"), other than as set
forth on Schedule 2.5(B)(1) hereto.  Upon delivery to Buyer on the
Closing Date of the instruments of assignment and transfer
contemplated by this Agreement, Sellers will thereby transfer to
and vest in Buyer good and marketable title to the Purchased 

<PAGE>

Assets, free and clear of all Liens other than Liens, if any,
created by Buyer and Liens set forth on Schedule 2.5(B)(1)
(collectively, "Permitted Liens").  Sellers shall discharge and
indemnify Buyer from and against any and all claims, suits,
actions, proceedings (formal and informal), investigations,
judgments, deficiencies, damages, settlements, liabilities, losses,
costs and legal and other expenses resulting or arising from any
Lien existing on the Closing Date (whether inchoate, or not, and
whether perfected or not) on or with respect to any of the
Purchased Assets other than any Permitted Lien. Except as set forth
on Schedule 1.1 hereto, the Purchased Assets constitute all assets
and properties presently used in the operation of the Business as
it is currently being operated.
          (c)  No real property owned by any Seller is used in the
conduct of the Business.

     2.6  Licenses and Authorizations.  Sellers own, hold or
possess all foreign, federal, state or local governmental licenses,
franchises, permits, privileges, approvals and other authorizations
and licenses which are necessary to entitle them to own or lease
the Purchased Assets and to operate and use the Purchased Assets to
conduct and carry on the Business as presently conducted at the
Centers (the "Licenses"). Set forth on Schedule 2.6 hereto is a
list and brief description of each of the Licenses.  Each of the
Licenses is valid and in full force and effect and, except as
disclosed in Schedule 2.6, may be assigned and transferred to Buyer
in accordance with this Agreement and will continue in full force
and effect thereafter, without default or forfeiture of any rights
thereunder.  No notice of cancellation, default or breach of or any
dispute concerning any of the Licenses owned, possessed or held by
any Seller or of any event or condition or state of facts described
in the next following sentence has been received by any Seller with
respect to any of such Licenses.  There is not now pending, or to
the knowledge of Sellers threatened, any action to revoke, cancel,
rescind, modify or refuse to renew in the ordinary course any of
the Licenses.  Sellers and, to the best of their knowledge, their
predecessors in interest have performed and fulfilled in all
respects all of their respective obligations under each of the
Licenses, and Sellers are not aware of any event or condition or
state of facts which constitutes or, after notice or lapse of time
or both, would constitute a breach or default under any of such
Licenses or which permits or, after notice or lapse of time or
both, would permit revocation or termination of any of such
Licenses or which would adversely affect any of the rights of any
Seller thereunder.
          
     2.7  Contracts and Other Instruments.  (a) Schedule 2.7(A)
hereto sets forth a list of all contracts, agreements, instruments
and leases to which any Seller or Stockholder is a party or by
which it is bound, relating to the Business or the Purchased Assets
or to which any of the Purchased Assets is subject (collectively,
together with any contracts, agreements, instruments and leases 

<PAGE>

entered into by any Seller with respect to the Business or the
Purchased Assets between the date hereof and the Closing Date
consistent with the terms of this Agreement, being herein called
the "Contracts").  Sellers have provided Buyer with a true and
complete copy of each Contract.
          
     (b)  Each of the Contracts constitutes the valid and binding
obligation of the applicable Seller and, to the best of Sellers'
and Stockholders' knowledge, the other party thereto, and is in
full force and effect.  Except as set forth in Schedule 1.3(c)
hereto, each Seller has performed and fulfilled all of its
obligations under each of such Contracts required to be performed
as of the date hereof by such Seller, is not in default or breach
thereunder, and, to the knowledge of Sellers and the Stockholders,
no other party is in default or breach thereunder.
     
     2.8  Employees.  (a) Schedule 2.8(A) hereto contains  a list
of the names and relationships with the Sellers of all employees of
the Sellers at the Centers as of April 30, 1997,  a description of
all agreements (oral or written) with such employees,  the dates on
which such employees commenced working for the Sellers,  any
increase in such employee's compensation since January 1, 1997, and 
the compensation of such employees.  Except as set forth on
Schedule 2.8(B) hereto, no Seller is a party to any collective
bargaining agreement, employment agreement, retirement plans
(whether qualified or non-qualified), deferred compensation or
severance (except to the extent that accrued vacation and accrued
sick days may be deemed to be severance under applicable law)
agreement, consulting or advisory agreement, confidentiality
agreement or covenant not to compete (except as set forth in this
Agreement) relating to the employees or otherwise relating to the
Business.  

     (b)  Each Seller has complied in all material respects with
all applicable laws, rules and regulations affecting the employment
of labor, including, but not limited to, those relating to wages,
hours, discrimination and the payment of social security, withhold-
ing and similar taxes, and is not liable for any arrears of wages
or any penalties for failure to comply with any of the foregoing. 
There are no controversies pending or threatened between any Seller
and any of its employees, or any labor unions or collective
bargaining unit representing or purporting to represent any of its
employees.
     
     2.9  Compliance with Laws; Litigation.  The Purchased Assets
and their uses comply with, and each Seller with respect to the
Purchased Assets and the operation of the Business and each Center
is in compliance with, all applicable laws, regulations, rules, or
ordinances of, and all applicable judgments, writs, decrees,
injunctions and orders of, any foreign, federal, state, local or
other governments or court or governmental departments,
commissions, bureaus, agencies or instrumentalities.  Sellers are 

<PAGE>

not, with respect to the Business, the Centers or the Purchased
Assets, subject to any judgments, writs, decrees, injunctions or
orders of any foreign, federal, state or local government or court
or governmental department, commission, bureau, agency or instru-
mentality.  Except as set forth on Schedule 2.9 hereto, there is no
suit, action, administrative proceeding, arbitration or other
proceeding or governmental investigation, including any medical
board or similar professional body proceeding, involving any
Seller, Stockholder or Center (including any medical professionals
practicing at any Center that involves activities performed at such
Center) pending or, to the best knowledge of the Sellers and the
Stockholders, threatened against any Seller or Stockholder or
otherwise with respect to the Business, the Centers or the
Purchased Assets (including, without limitation, any claim for
malpractice) nor is there any basis for any of the same, and there
are no suits, actions, administrative proceedings, arbitrations or
other proceedings or investigations pending in which any Seller or
Stockholder is the plaintiff or claimant relating to the Purchased
Assets, the Business or any Center.  There is no suit, action,
administrative proceeding, arbitration or governmental
investigation involving any Seller, Stockholder, or Center pending
or, to the best knowledge of Sellers and the Stockholders,
threatened, which questions the legality, validity or propriety of
the transactions contemplated by this Agreement.

     2.10 Machinery, Equipment and Supplies.  All machinery,
equipment and supplies of the Sellers included in the Purchased
Assets are in good and usable condition, ordinary wear and tear
excepted.
          
     2.11 Insurance.  Schedule 2.11 hereto sets forth a list of all
policies of insurance in force with respect to the Purchased
Assets, the Centers and the Business.  No Seller has received a
notice of any pending or threatened termination with respect to
such policies and each Seller is in compliance with all conditions
contained therein.  All such policies are valid and enforceable and
in full force and effect and are sufficient for all applicable
requirements of law. All such policies will remain in full force
and effect through the Closing Date.  
          
     2.12 Environmental Matters.  To the best of the Seller's
knowledge, there has been no (a) release or threatened release of
any hazardous substance, pollutant or contaminant as each such term
presently is defined by the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, resulting from any
activity by or on behalf of any Seller, Stockholder or any
predecessor in interest, including but not limited to, the
generation, handling, storage, treatment, transportation or
disposal of any hazardous substance, pollutant or contaminant at
any Center; (b) past action taken by any federal, state or local
entity or by any private party under any federal, state or local
statute, rule, regulation or guideline concerning the release of 

<PAGE>

any hazardous substance, pollutant or contaminant into the soil,
air, surface or subsurface waters or the environment in general
from any Center; and (c) claims or actions brought or which may be
brought by any third party for damages occurring at or outside of
a Center resulting from the alleged release or threatened release
of any hazardous substance, pollutant or contaminant by any Seller
or any predecessor in interest, including but not limited to,
claims for health effects to persons, property damage and/or damage
to natural resources; nor does any Seller have any knowledge of any
basis for any of the foregoing.
          
     2.13 Accounts Receivable.  Each Seller has good title, free
and clear of all Liens, except Permitted Liens as set forth on
Schedule 2.5 B(1), to the Accounts Receivables reflected on its
balance sheets and will have good title, free and clear of all
liens, to the Accounts Receivable which have arisen since the date
of the balance sheets.  The Accounts Receivable have arisen from
bona fide transactions entered into in the ordinary course of
business and are not in dispute or subject to defense, counterclaim
or set-off, provided that neither Sellers nor Stockholders warrant
the collectibility of the Accounts Receivable.
          
     2.14 Taxes.  (a) Each Seller has timely filed or will timely
file all returns and reports required to be filed by it with any
taxing authority with respect to Taxes (as hereinafter defined) (as
for any period ending on or before the Closing Date), taking into
account any extension of time to file granted to or obtained on
behalf of such Seller, (b) all Taxes shown to be payable on such
returns or reports that are due prior to the Closing Date have been
paid or will be paid when due, (c) as of the date hereof, no
deficiency for any material amount of tax has been asserted or
assessed by a taxing authority against any Seller, (d) all
liability for Taxes of each Seller that are or will become due or
payable have been paid or adequately reserved for on such financial
statements, and (e) no Tax return or reports of any Seller are
under examination.  As used herein, "Tax" or "Taxes" shall mean any
and all taxes, charges, fees, or levies payable to any federal,
state, local or foreign taxing authority or agency, including,
without limitation, (i) income, franchise, profits, gross receipts,
minimum, alternative minimum, estimated, ad valorem, value added,
sales, use, service, real or personal property, capital stock,
license, payroll, withholding disability, employment, social
security, workers compensation, unemployment compensation, utility,
severance, excise, stamp, windfall profits, transfer and gains
taxes, (ii) customs duties, imposts, charges, levies or other
similar assessments of any kind, and (iii) interest, penalties and
additions to tax imposed with respect thereto.
          
     2.15 No Referrals by Interested Parties.  From and after
January 1, 1995 and through the Closing Date, there have been no
referrals of Medicare or Medicaid patients to any Seller by
physicians owning equity interests in any Seller or a Center or 

<PAGE>

having any financial relationship with any Seller or a Center.
          
     2.16 Related Party Transactions.  Schedule 2.16 specifies all
entities that have transacted business with (a) the Sellers or the
Centers or (b) patients of any Seller or Center, that are "related"
through common ownership or control to the Sellers or the Centers
under the Medicare definition of such term, or the definition of
such term under the Medicaid program of any State.  For each such
entity, Schedule 2.16 also states the nature of the transaction and
the nature of the relationship, including, but not limited to, the
percentage of common ownership or relationship that creates
control.  Attached to Schedule 2.16 are all contracts or written
agreements between such entities and the Sellers or the Centers.

     2.17 Brokers.  Neither any Seller, Stockholder nor Affiliate
of any Seller or Stockholder has incurred any liability or
obligation to any broker, finder or agent for any brokerage fees,
finder's fees or commissions with respect to the transactions
contemplated by this Agreement.
          
     2.18 Disclosure.  All representations and warranties made by
the Sellers or the Stockholders to the Buyer are and when made were
true, accurate and complete.  
          
     2.19 Investment Intent.  The Sellers are acquiring the Closing
Shares which are issuable under this Agreement for investment for
its own account, not as a nominee or agent, and not with the view
to, or for resale in connection with, any distribution thereof and
understands that the Shares are being offered under an exemption
provided by Section 4(2) of the Securities Act upon reliance on
such representation.  Other than as set forth on Schedule 2.19
hereto, the Sellers and Stockholders are "accredited investors" as
such term is defined in Rule 501(a) under the Securities Act.  The
Sellers and Stockholders understand that the Closing Shares
representing the MRI Common Stock which are issuable hereunder,
have not been, and will not as of the Closing Date be, registered
under the Securities Act.  The Sellers and Stockholders acknowledge
that the Shares which are issuable hereunder must be held
indefinitely until subsequently registered under the Securities Act
or unless an exemption from such registration is available.  The
Sellers and Stockholders are aware of the provisions of Rule 144
promulgated under the Securities Act which permit limited resale of
shares subject to the satisfaction of the requirements set forth
therein.
          
     2.20 Other.  Notwithstanding anything contained herein, each
Seller and Stockholder has made the foregoing representations and
warranties, only with respect to itself and the Seller(s), in which
he or she has an ownership interest.  Each Seller and Stockholder
make no representation with respect to the Seller and Centers in
which he or she does not have an interest.


<PAGE>

                            ARTICLE 3
 
             REPRESENTATIONS AND WARRANTIES OF BUYER

     As an inducement to the Sellers and the Stockholders to enter
into this Agreement and to consummate the transactions contemplated
hereby, Buyer represents and warrants to the Sellers and the
Stockholders and agrees as follows:

     3.1  Organization.  Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.  Buyer has all requisite corporate power and authority
to own or lease its properties and assets and to conduct its
business as presently conducted.  Buyer is a wholly owned
subsidiary of MRI.
          
     3.2  Authority to Effect Transactions.  (a) Buyer has all
requisite corporate power and authority to execute, deliver and
perform this Agreement and Buyer's Closing Documents.  All
necessary corporate action on the part of Buyer has been duly taken
to authorize the execution, delivery and performance of this
Agreement and Buyer's Closing Documents.  This Agreement has been
duly authorized, executed and delivered by Buyer, and is the legal,
valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms.  Buyer's Closing Documents have been
duly authorized by Buyer and, upon execution and delivery by Buyer
as contemplated hereby, will be the legal, valid and binding
obligations of Buyer, enforceable against Buyer in accordance with
their terms.        
          
          (b)  Except as set forth in Schedule 3.2 hereto, (i) no
consent, authorization, approval, order, license, certificate or
permit of or from, or declaration or filing with, any foreign,
federal, state, local or other governmental authority or regulating
body or any court or other tribunal or any party to any contract,
agreement, instrument, lease or license to which Buyer is a party
or by which it is bound, is required for the execution, delivery or
performance by Buyer of this Agreement or any of Buyer's Closing
Documents or in connection therewith or for consummation of the
transactions contemplated hereby or thereby and (ii) neither the
execution, delivery or performance by Buyer of this Agreement or
any of Buyer's Closing Documents, nor the consummation of the
transactions contemplated hereby or thereby (w) conflicts with or
will conflict with or (with or without the giving of notice or the
passage of time or both) results or will result in a breach of the
terms, conditions or provisions of, (x) constitutes or will
constitute a default under, (y) constitutes or will constitute an
event creating rights of acceleration, termination or cancellation,
or loss of rights under, or (z) results or will result in a
violation of, (A) the certificate of incorporation or by-laws, each
as amended to date, of Buyer, (B) any law, statute, rule, regula-
tion, order, award, judgment or decree to which Buyer is subject, 

<PAGE>

or (c) any contract, agreement, instrument, lease or license to
which Buyer is a party or by which it is bound.
          
     3.3  Litigation.  Except as set forth on Schedule 3.3 hereto,
there is no suit, action, administrative proceeding, arbitration or
other proceeding or governmental investigation pending or, to the
best knowledge of Buyer, threatened against Buyer, MRI or any MRI
Group Entity, which questions the legality, validity or propriety
of the transactions contemplated by this Agreement.
          
     3.4  SEC Reports. Since January 1, 1997, MRI has timely filed
(i) all forms, reports, statements and other documents required to
be filed with (A) the SEC, including, without limitation (1) all
Annual Reports on Form 10-K, (2) all Quarterly Reports on Form
10-Q, (3) all proxy statements relating to meetings of stockholders
(whether annual or special), (4) all Current Reports on Form 8-K,
(5) all other reports or registration statements and (6) all
amendments and supplements to all such reports and registration
statements (collectively, the "SEC Reports"), (B) The Nasdaq Stock
Market and (C) any other applicable state securities authorities
and (ii) all forms, reports, statements and other documents
required to be filed with any other applicable federal or state
regulatory authorities, except where the failure to file any such
forms, reports, statements or other documents would not have an
material adverse effect on the business of MRI and its subsidiaries
taken as whole (all such forms, reports, statements and other
documents in clauses (i) and (ii) of this Section 3.4 being
referred to herein, collectively, as the "Reports").  The Reports,
including all Reports filed after the date of this Agreement and
prior to the Closing Date (x) were or will be prepared in all
material respects in accordance with the requirements of applicable
law (including, with respect to the SEC Reports, the Securities Act
and the Securities Exchange Act of 1934, as the case may be, and
the rules and regulations of the SEC thereunder applicable to such
SEC Reports) and (y) did not at the time they were filed, or will
not at the time they are filed, contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.  The outstanding shares of MRI Common Stock
are duly qualified for listing on The Nasdaq Stock Market.
          
     3.5  Closing Shares.  The issuance, sale and delivery of the
Closing Shares is not subject to any preemptive or similar rights
of any person.  The Closing Shares, when issued and delivered
pursuant to the terms hereof, shall be validly issued and fully
paid and non-assessable, free and clear of any liens.
<PAGE>
<PAGE>
                            ARTICLE 4
 
      CONDUCT OF BUSINESS AND TRANSACTIONS PRIOR TO CLOSING
                                
          Between the date hereof and the Closing Date:
          
     4.1  Access.  Sellers shall  afford to the officers, emplo-
yees, consultants, attorneys, agents, engineers, accountants and
other representatives ("Agents") of Buyer free and full access to
the properties, assets, books and records of Seller relating
exclusively or primarily to the Purchased Assets, (b) permit them
to make extracts from and copies of such books and records and (c)
from time to time furnish to Buyer or Buyer's Agents such financial
and operating data and other information concerning the results of
operations of the Centers and the Business as Buyer may reasonably
request including all interim financial statements with respect to
the Centers.  No investigation by or on behalf of Buyer shall
affect the representations and warranties of the Sellers hereunder.

     4.2  Conduct of Business.  Sellers and Buyer shall refrain
from taking any action which would render any of their respective
representations and warranties inaccurate as of the Closing Date,
except for changes therein permitted by this Agreement or resulting
from transactions carried out pursuant to this Agreement.  Each
party shall promptly notify the other of any action, suit,
proceeding or investigation that may be threatened, brought,
asserted or commenced of which it becomes aware that would have
been listed, in the case of Sellers, on Schedule 2.9 hereto or, in
the case of Buyer, on Schedule 3.3 hereof, if such action, suit,
proceeding or investigation had arisen or were in existence on or
prior to the date hereof.  Sellers shall act diligently and reason-
ably with respect to their respective Centers (a) to preserve the
Purchased Assets intact, (b) to keep available, if so requested by
Buyer, the services of the present personnel of the Centers and (c)
to preserve the goodwill of suppliers and customers of the Centers
and others having business relations therewith.  Except as
otherwise contemplated by this Agreement or consented to in writing
by Buyer, Sellers shall conduct the business and operations of
their respective Center in all material respects only in the
ordinary course and substantially as presently operated.  Notwith-
standing the foregoing, except as otherwise contemplated by this
Agreement or consented to in writing by Buyer, Sellers shall not,
with respect to the Purchased Assets, sell, lease, transfer or
otherwise dispose of (including transfers to any Affiliate of a
Seller), or mortgage or pledge, or impose or suffer to be imposed
any Lien on, any Purchased Assets.  In addition, except with
respect to the liabilities and obligations set forth on Schedule
4.2 and 1.3(c) attached hereto, Sellers shall ensure that all of
their respective liabilities and obligations to vendors, lenders
and other creditors are current and not past due ("Current" shall
mean paid in full within thirty (30) days of the provision of goods
or services or, if longer, pursuant to the terms of the invoice)
and the Sellers and Stockholders shall indemnify and hold Buyer <PAGE>
<PAGE>

harmless against all past due obligations of their respective
Centers only as of the Closing incurred prior to Closing, except
for Assumed Liabilities.  Additionally, pending the Closing, and
except as otherwise specifically contemplated by this Agreement,
Sellers:

     (i)  shall not issue or sell rights (including, without
limitation, conversion rights), options, warrants to purchase or to
subscribe to, or enter into any arrangement or contract with
respect to any of its securities;

     (ii) shall not declare, pay or set aside for payment any
dividend or other distribution in respect to any of its securities
or directly or indirectly redeem, purchase or otherwise acquire any
shares of its securities;

     (iii) shall not enter into contracts or commitments involving,
individually, in excess of $5,000 (or $25,000 in the aggregate);

     (iv) will not grant any increase in compensation to any
officer, employee or agent or enter into or amend any stock option
plan or any employment or consulting agreement;

     (v) shall not dispose of or encumber any of its properties and
assets;

     (vi) shall not merge or consolidate with any other
corporation, or acquire any stock, business, or substantially all
of the property or assets of any other person, firm, association,
corporation or other business organization; and

     (vii) shall not do any act or omit to do any act which with or
without the giving of notice or the passage of time, or both, would
result in a breach of or default under any contract, commitment or
obligation of the Sellers.
               
     4.3  Maintenance.  Sellers shall act reasonably and in
accordance with its prior practice with respect to the Business to
preserve, maintain in good and usable condition and insure and
repair the Purchased Assets and the Centers in the ordinary course. 
In the event of any material loss of, or material damage to,
tangible Purchased Assets or any Center prior to the Closing,
Sellers shall either pay the lesser of the repair or replacement
cost thereof to Buyer at the Closing or, at the option of Buyer,
promptly repair or replace the lost or damaged Purchased Assets in
order to minimize the interruption to the Business.  If, despite
the best efforts of Sellers to repair or replace such lost or
damaged Purchased Assets prior to the Closing Date, such repair or
replacement is not completed prior to the Termination Date, then,
at the option of Buyer, (a) the Termination Date shall be extended
for an additional period not to exceed ten days or (b) Sellers <PAGE>
<PAGE>

shall pay to the Buyer on the Closing Date the lesser of the repair
or replacement cost of the lost or damaged Purchased Assets.

     4.4  Consents and Approvals.  Sellers shall act diligently and
reasonably to secure the consents and approvals of any governmental
agencies and authorities and any other Persons, as set forth on
Schedule 2.2(B) annexed hereto, required to be obtained in order to
assign or transfer to Buyer, any contract or License included
within the Purchased Assets or to otherwise satisfy the conditions
set forth in Sections 5.4 and 5.7 hereof, provided, that Sellers
shall not make any agreement or understanding affecting the
Purchased Assets, the Centers or the Business as a condition for
obtaining any such consent or waiver except with the prior written
consent of Buyer.  Buyer shall act diligently and reasonably to
cooperate with Sellers to obtain the consents or approvals contem-
plated by this Section 4.4.
          
     4.5  Renewal of Contracts.  Sellers shall consult with Buyer
fully with respect to the renewal of any Contracts that are
scheduled to expire between the date hereof and the Termination
Date and will not enter into any such renewals without the prior
written consent of the Buyer.  
          
     4.6  Stockholders Covenants.  Insofar as the Stockholders
control the Sellers, any covenant contained herein requiring action
on the part of any Seller shall require the Stockholders to cause
such Seller to take such action.
          
     4.7  Financing Arrangements.  Sellers shall provide Buyer with
information concerning all oral and written financing arrangements
to which any Seller is a party.  Sellers shall permit Buyer to
renegotiate the terms and conditions of any such financing
arrangement which Buyer determines, in its sole discretion, should
be renegotiated.
          
     4.8  Staten Island Permit.  For the purpose of operating CT
scan and magnetic resonance equipment at the Center owned by SIMI
(the "SIMI Center") pursuant to the Revocable Permit (the "Permit")
with the State of New York, following the Closing, Dr. Novick will
cause Novick Medical Imaging, P.C. ("P.C.") to enter into an
agreement with Orlando Manfredi, M.D. or any other duly licensed
person or entity designated by Buyer to furnish diagnostic imaging
services at the Center on the terms reasonably requested by Buyer
and consistent with laws, rules and regulations pertaining to
health care and with the Permit.  Neither Dr. Novick nor P.C. shall
be required to operate at a loss with respect to the performance of
such agreement from the commencement thereof.  In addition, Dr.
Novick will, and Dr. Novick will cause P.C. and use his best
efforts to cause other persons or entities to cooperate with Buyer
in obtaining an assignment of the Permit to any party Buyer
designates upon the election of Buyer.  Dr. Novick herein makes no<PAGE>
<PAGE>

representation as to the assignability of the Permit and shall have
no responsibility for obtaining the assignment other than
cooperating with Buyer as set forth above.  Pending such
assignment, Dr. Novick agrees to operate the SIMI Center in the
ordinary course of business, to cooperate fully with the Buyer in
the operation of the Center and not to take any action which would
cause the revocation of the Permit.
          
     4.9  Financing Statements.  Sellers hereby grant, and to the
extent necessary, Sellers shall cause Mark Novick, M.D., P.C. (the
"Related PC") to grant, a security interest in the Accounts
Receivables, and Sellers shall, and shall cause their Related PC,
to execute and deliver to Buyer such financing statements as Buyer
deems necessary or desirable to perfect such security interests. 
Sellers shall, and shall cause any recipient of proceeds from the
Accounts Receivable, to turn over to Buyer all collections received
relating to the Accounts Receivable as promptly as practicable
after receiving the same.  The recipient thereof, to the extent not
the Buyer, shall hold all collections with respect to Accounts
Receivable in trust for the benefit of Buyer, subject to fees due
to Medical Database pursuant to Schedule 2.5(b)(1).  

                            ARTICLE 5
 
               CONDITIONS TO OBLIGATIONS OF BUYER

          The obligations of Buyer under this Agreement shall be
subject, at the option of Buyer, to the fulfillment of each of the
following conditions as of the Closing Date:

     5.1  Accuracy of Representations and Compliance With Condi-
tions.  All representations and warranties of the respective
Sellers and the Stockholders contained in this Agreement shall be
true and accurate when made and, except (a) as a result of the
taking of any action contemplated hereby or (b) insofar as any
representation or warranty relates to any specified earlier date,
shall be true and accurate as of the Closing Date, as though such
representations and warranties were then made by the Seller and the
Stockholders; and the Sellers and the Stockholders shall have
performed and complied with all of their covenants and agreements
set forth in this Agreement to be performed or complied with at or
before the Closing.
          
     5.2  No Changes; Destruction of Property and Due Diligence. 
Between the date hereof and the Closing Date, there shall have been
(a) no material adverse change in the Business or any of the
Purchased Assets; (b) no federal, state or local legislative or
regulatory change adversely affecting the Business or the Purchased
Assets; (c) no damage, destruction, loss or claim or condemnation
or other taking materially and adversely affecting the Business or
the Purchased Assets that has not been repaired or replaced in
accordance with Section 4.3 hereof; (d) no lawsuit, proceeding or<PAGE>
<PAGE>

claim filed or asserted against any Seller that, if adversely
determined, may have a material adverse effect on the Business or 
the Purchased Assets and (e) no event or fact concerning the
Sellers, Stockholders, Centers or Business shall have come to the
attention of the Buyer during Buyer's due diligence investigation
that would cause the Buyer, in its reasonable judgment, not to
proceed with the Closing.
          
     5.3  Opinion of Counsel for Sellers.  Buyer shall have
received from counsel to the Sellers and the Stockholders, an
opinion dated the Closing Date in the form set forth in Exhibit B
hereto.
          
     5.4  Necessary Government Approvals.  The parties shall have
received all governmental and regulatory approvals, actions and
consents, if any, necessary to consummate the transactions
contemplated hereby.
          
     5.5  Assumption of Leases and Assumed Contracts.  The
landlords of the Centers shall have agreed to the lease or
assumption by Buyer of the leases for the Centers.  The Assumed
Contracts shall be assigned to Buyer on terms reasonably
satisfactory to Buyer.
          
     5.6  Necessary Consents.  The parties shall have received
written consents, in form and substance reasonably satisfactory to
Buyer, to the transactions contemplated hereby from all Persons
whose consent is required therefor, as set forth on Schedule 2.2(B)
or otherwise under any Contract.
          
     5.7  Review of Proceedings.  All actions, proceedings,
instruments and documents required to carry out the transactions
contemplated by this Agreement or any other agreement to be
executed and delivered by any of the parties hereunder or in
connection herewith shall be subject to the reasonable approval of
Buyer's counsel, and the Sellers shall have furnished to such
counsel such documents as such counsel may have reasonably
requested for the purpose of enabling such counsel to pass upon
legal matters incidental thereto.
          
     5.8  Threatened or Pending Proceedings.  No proceedings shall
have been initiated or threatened by any governmental department,
commission, bureau, board, agency or instrumentality seeking to
enjoin or otherwise restrain the consummation of the transactions
contemplated hereby.
          
     5.9  Authorization to Endorse Certain Checks.  Buyer shall
have received a duly executed letter from each Seller in the form
of Exhibit C annexed hereto, dated the Closing Date, authorizing
Buyer to endorse certain checks made payable to such Seller.
<PAGE>
<PAGE>
          
     5.10 Execution of Radiology and Consulting Agreements.  The
TurnKey License Agreement and Consulting Agreement attached hereto
as Exhibits D and E, respectively, shall have been executed and
delivered by all parties thereto.
          
     5.11 Deliveries Complete.  All documents required to have been
delivered by the Sellers to Buyer and all actions required under
this Agreement to have been taken by the Sellers, at or prior to
the Closing shall have been delivered or taken.
          
     5.12 Accounts Payable.  All trade and lender accounts payable
relating to the Business shall, as of the Closing Date, be Current
or made Current by payment by its attorneys from the Closing Date
Amount in accordance with Section 4.2.  
          
     5.13 Closing Certificates.  On the Closing Date, the
respective Sellers and the respective Stockholders shall deliver to
Buyer certificates signed by the President of each Seller and the
Stockholders to the effect that: (a) all representations and
warranties of the respective Sellers and the respective
Stockholders contained in this Agreement are true and correct as if
made on and as of such date, except (i) as a result of the taking
of any action contemplated hereby, (ii) insofar as any such
representation or warranty relates to a specified earlier date; (b)
each Seller has performed and complied with all of its covenants
and agreements set forth in this Agreement to be performed or
complied with at or before the Closing; and (c) each of the other
conditions precedent to Buyer's obligations to close under this
Agreement has been fulfilled.
          
     5.14 Employees.  Subject to Buyer's normal recruiting
standards, anticipated needs and wage scale and fringe benefit
program, Buyer shall consider each of Sellers' employees employed
at the Centers (the "Employees") for possible employment by Buyer
at the Centers from and after the Closing Date, it being agreed,
however, that Buyer shall have no obligation to employ any such
person.  At least three business days prior to the Closing Date,
Buyer shall deliver to the Sellers a list of those Employees that
Buyer wishes to so employ and the Sellers shall use their best
efforts to cause each such designated Employee to accept such
employment.  As to any Employees not entering into Buyer's employ
on the Closing Date, the applicable Seller shall be solely
responsible for (i) properly notifying such Employees of their
termination, and (ii) making all severance and related payments,
including but not limited to payments for accrued vacation and
accrued sick days, if any.            



<PAGE>
<PAGE>         
                                
                            ARTICLE 6
 
            CONDITIONS TO OBLIGATIONS OF THE SELLERS
                      AND THE STOCKHOLDERS

     The obligations of the Sellers and the Stockholders under this
Agreement shall be subject, at the option of Sellers, to the
fulfillment of each of the following conditions as of the Closing
Date:

     6.1  Accuracy of Representations and Compliance With Condi-
tions.  All representations and warranties of Buyer contained in
this Agreement shall be true and accurate when made and, except (a)
as a result of the taking of any action contemplated hereby or (b)
insofar as any representation or warranty relates to any specified
earlier date, shall be true and accurate as of the Closing Date, as
though such representations and warranties were then made by Buyer;
and Buyer shall have performed and complied with all of its
covenants and agreements set forth in this Agreement to be
performed or complied with at or before the Closing.
          
     6.2  Orders.  No order shall have been rendered enjoining or
otherwise restraining the consummation of the transactions
contemplated hereby and no proceedings shall have been instituted
or threatened by any governmental body, commission, bureau, board,
agency or instrumentality seeking to enjoin or otherwise restrain
the consummation of the transaction contemplated herein.
          
     6.3  Opinion of Counsel to Buyer.  Sellers shall have received
from Werbel & Carnelutti, counsel for Buyer, an opinion dated the
Closing Date in the form set forth in Exhibit F hereto.
          
     6.4  Execution of Certain Agreements.  The TurnKey License
Agreement and the consulting agreement between Art Taylor and the
Buyer shall have been executed and delivered by all parties
thereto.
          
     6.5  Deliveries Complete.  All documents required to have been
delivered by Buyer to Sellers and all actions required under this
Agreement to have been taken by Buyer, at or prior to the Closing
shall have been delivered or taken.
          
     6.6  Closing Certificate.  On the Closing Date, Buyer shall
deliver to Sellers a certificate signed by the President (or a Vice
President) of Buyer to the effect that: (a) all representations and
warranties of Buyer contained in this Agreement are true and
correct as if made on and as of such date, except (i) as a result
of the taking of any action contemplated hereby, (ii) insofar as
any such representation or warranty relates to a specified earlier
date; (b) Buyer has performed and complied with all of its
covenants and agreements set forth in this Agreement to be
performed or complied with at or before the Closing; and (c) each 
<PAGE>


of the other conditions precedent to Sellers' obligations to close
under this Agreement has been fulfilled.
          
     6.7  Releases.  On the Closing Date, Sellers and Stockholders
shall receive complete releases from DVI and Siemans Credit 

Corporation of all obligations and liabilities under the leases set
forth in Schedule 6.7.
                                
                            ARTICLE 7
 
               TRANSACTIONS SUBSEQUENT TO CLOSING

     7.1  Record Retention; Access (a) Buyer shall retain the books
and records of the Center and the Purchased Assets transferred to
it hereunder for a period of not less than six (6) years; provided,
however that Buyer shall have the right to dispose of or destroy
any such books and records at any earlier time upon giving Sellers
reasonable notice of such intent and the right to obtain from Buyer
those books and records which it intends to dispose of or destroy. 
Sellers shall have the right, at the expense of Sellers, (i) of
reasonable access to and examination of such records and books for
a period of six (6) years from and after the Closing Date upon
reasonable notice to Buyer and during normal business hours and
(ii) to make copies of such of the books, contracts and records
included in the Purchased Assets as are in Buyer's possession which
relate to any period prior to the Closing. With the approval of
Buyer, which approval shall not be unreasonably withheld or
delayed, Sellers may remove from Buyer's possession the originals
of such of the books and records included in the Purchased Assets
as Sellers may require, for use in litigation, provided that
Sellers shall indemnify Buyer against losses, expenses, or damages
resulting from the loss, destruction or non-return of such books
and records.
          
     (b)  Sellers shall retain the books and records of the Centers
not transferred to Buyer hereunder for a period of not less than
six (6) years; provided, however that Sellers shall have the right
to dispose of or destroy any such books and records at any earlier
time upon giving Buyer reasonable notice of such intent and the
right to obtain from Sellers those books and records which it
intends to dispose of or destroy.  Buyer shall have the right at
the expense of Buyer, (i) of reasonable access to and examination
of such records and books for a period of six (6) years from and
after the Closing Date upon reasonable notice to Sellers and during
normal business hours, and (ii) to make copies of such books,
contracts and records as are in Sellers' possession.  With the
approval of any Seller, which approval shall not be unreasonably
withheld, Buyer may remove from Seller's possession the originals
of such books and records as Buyer may require, for use in 
<PAGE>
<PAGE>    

litigation, provided that Buyer shall indemnify such Seller against
any losses, expenses or damages resulting from the loss,
destruction or non-return of the same.

                            ARTICLE 8
 
                 CONFIDENTIALITY AND NON-COMPETE


     8.1  Confidentiality.  (a)  Prior to and after the Closing, no
party to this Agreement shall directly or indirectly make or cause
to be made any public announcement or disclosure, or issue any
notice with respect to this Agreement or the transactions
contemplated hereby without the prior consent of the other parties
hereto, except for disclosures or notices, based upon the advice of
MRI's counsel, to be made by MRI as a result of its public status,
including, but not limited to a press release announcing the
transaction contemplated by this Agreement.  In the event this
Agreement terminates without the purchase and sale of the Purchased
Assets having taken place, the parties and their respective
Affiliates and Agents will (i) hold in confidence and refrain from
using all non-public information received in connection with the
transactions contemplated in this Agreement, and (ii) promptly
return all such non-public information and any and all copies
thereof to the party to which such information relates.  The
Sellers and Stockholders acknowledge that the common stock of
Buyer's parent, MRI, is publicly traded and agree to refrain from
using non-public information regarding this transaction in
connection with the purchase or sale of such securities.

     (b)  During the period commencing on the date hereof and
ending seven years from the date hereof, neither the Stockholders,
Sellers nor any Affiliate of any Seller or Stockholder, shall
disclose intentionally to anyone, or use or otherwise exploit for
such Stockholder's, Seller's or any Affiliate of Seller's or
Stockholder's benefit, or for the benefit of anyone other than
Buyer or MRI Group Entities, (i) any confidential information of
Buyer or MRI Group Entities relating to the Business or any Center,
including, without limitation, any trade secrets, customer lists,
details of client or consultant contracts, marketing plans, product
or service development plans, business acquisition plans of the
Buyer or MRI Group Entities related to the Business, or (ii) any
portion or phase of any technical information, ideas, "know-how",
discoveries, product designs, computer programs (including source
or object codes), processes, procedures, formulae or improvements
relating to any Center that is valuable, and whether or not in
written or tangible form, and including all memoranda, notes,
plans, reports, records, documents and other evidence thereof (all
such information, documents and materials being hereinafter called
"Confidential Information").
<PAGE>
<PAGE>
          
     (c)  The foregoing notwithstanding, the term "Confidential
Information" does not include, and there shall be no obligation
hereunder with respect to, (i) information that becomes generally
available to the public, other than as a result of a disclosure by
a Stockholder, Seller or any Affiliate of Seller or Stockholder or
any agent or other representative thereof, and (ii) business and
technical methods applicable to diagnostic imaging businesses
generally.  Neither the Stockholders, Sellers nor any Affiliate of
Sellers shall have any obligation hereunder to keep confidential
any Confidential Information if and to the extent disclosure of any
thereof is required by law, and the Stockholders, Sellers or any
Affiliate of Sellers or Stockholders concerned shall provide Buyer
with prompt notice of such requirement, prior to making any
disclosure, so that the Buyer may seek an appropriate protective or
restrictive order.
     (d)  At the request of Buyer, Stockholders and Sellers agree
to deliver to Buyer, at any time during the term of this Agreement,
all Confidential Information which any of them may possess or
control.
     
     8.2  Non-Competition/Noninterference.  During the period
commencing on the date hereof and ending three (3) years from the
date hereof, neither BMIC, SIMI, Dr. Novick, Dr. Rossi,
Offenbacher, Taylor (collectively, the "BMIC and SIMI Entities and
Stockholders") nor any Affiliate of the BMIC and SIMI Entities and
Stockholders (a "Restricted Party") shall, directly or indirectly:
          
     (a)  anywhere within a four (4) mile radius, limited by
recognized significant water boundaries (the "Restricted Area"), of
the BMIC and SIMI Centers in which such Restricted Party owns, as
disclosed herein, an equity interest (a "Restricted Center"), own,
manage, operate, advise (whether or not for compensation), control,
or invest or acquire an interest in any business, or otherwise
engage or participate in, whether as a proprietor, partner,
stockholder, director, officer, Key Employee, joint venturer,
lender, advisor, consultant, investor or other participant, any
business which offers diagnostic imaging services (a "Competitive
Business"); provided, however, that Eliezer Offenbacher shall be
permitted to perform professional reading services for Competitive
Businesses located more than one mile from the Brooklyn Center.
     
     (b)  solicit, induce or influence any customer, supplier, or
any other person or entity which has a business relationship with
Buyer or a Restricted Center to discontinue or reduce the extent of
such relationship with Buyer or a Restricted Center; or
     
     (c)  (i)  recruit, solicit, or otherwise induce or influence
any employee of Buyer or a Restricted Center to discontinue such
employment with Buyer or a Restricted Center or any radiologist
who, at the time has a business relationship with Buyer or a
Restricted Center, from discontinuing such relationship with Buyer
or a Restricted Center, or (ii) employ or seek to employ, or cause<PAGE>
<PAGE>

any Competitive Business or permit any Competitive Business to
employ or seek to employ any person who is then (or was at any time
six moths prior to the date either Seller or the Competitive
Business employs or seeks to employ such person) employed by Buyer
or a Restricted Center.
     
     (d)  Notwithstanding the foregoing, the provisions of this
Section 8.2 will not be deemed breached merely because a BMIC  or
SIMI Entity or Stockholder beneficially owns, in the aggregate, not
more than 5% of the outstanding common stock of a corporation, if,
at the time of its acquisition by such BMIC or SIMI Entity or 
Stockholder, such stock is listed on a national securities
exchange, is reported on Nasdaq, or is regularly traded in the
over-the-counter market by a member of a national securities
exchange.
     
     (e)  Each BMIC and SIMI Entity and Stockholder acknowledges
and agrees that in the event of any breach or likely breach of any
of the covenants of Article 8 herein, the Buyer and any relevant
Affiliate would incur damages in an amount difficult to ascertain
and/or be irreparably harmed and could not be made whole solely by
monetary damages.  It is accordingly agreed that such persons, in
addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to injunctive relief in respect of
such breach or likely breach as may be ordered by any court of
competent jurisdiction including, but not limited to, an injunction
restraining any violation of Article 8 herein and without the proof
of actual damages.  It is intended that full third party rights are
granted under this provision.
     
     (f)  Such BMIC and SIMI Entity and Stockholder acknowledges
and agrees that the covenants and other provisions set forth in
Article 8 herein are reasonable, including with respect to duration
and subject matter, and that they are receiving valuable and
adequate consideration for such covenants under this Agreement. 
The parties acknowledge that it is their intention that all such
covenants and provisions be enforceable to the fullest extent
possible under applicable law.  If any of the provisions set forth
in this Article 8 are found to be unenforceable in any instance,
such finding or invalidity shall not effect the enforceability of
any remaining provision and such unenforceable provision to the
specific extent that it is unenforceable, shall be interpreted to
extend only over the maximum period of time and to the maximum
extent as to the which it is enforceable, in order to effectuate
the parties' intention, as represented hereby, to the greatest
extent possible. 
     
     8.3  Non-Competition/Noninterference.  During the period
commencing on the date hereof and ending three (3) years from the
date hereof, neither MMM, Novick, Taylor, Aldonna McCarthy
(collectively, the "MMM Stockholders") nor any Affiliate of MMM or
MMM Stockholders (a "Restricted Party") shall, directly or
indirectly:<PAGE>
<PAGE>
          
     (a)  anywhere within a four (4) mile radius, limited by
recognized significant water boundaries (the "Restricted Area"),
from the MMM Center, own, manage, operate, advise (whether or not
for compensation), control, or invest or acquire an interest in any
business, or otherwise engage or participate in, whether as a
proprietor, partner, stockholder, director, officer, Key Employee,
joint venturer, lender, advisor, consultant, investor or other
participant, any business which offers diagnostic imaging services
(a "Competitive Business"); provided, however, that Aldonna 
McCarthy shall not be prohibited from selling diagnostic imaging
equipment in the Restricted Area.
     
     (b)  solicit, induce or influence any customer, supplier, or
any other person or entity which has a business relationship with
Buyer or the MMM Center to discontinue or reduce the extent of such
relationship with Buyer or the MMM Center; or
     
     (c)  (i)  recruit, solicit, or otherwise induce or influence
any employee of Buyer or the MMM Center to discontinue such
employment with Buyer or the MMM Center or any radiologist who, at
the time has a business relationship with Buyer or the MMM Center,
from discontinuing such relationship with Buyer or the MMM Center,
or (ii) employ or seek to employ, or cause any Competitive Business
or permit any Competitive Business to employ or seek to employ any
person who is then (or was at any time within six months prior to
the date either any Restricted Party or the Competitive Business
employs or seeks to employ such person) employed by Buyer or the
MMM Center.
     
     (d)  Notwithstanding the foregoing, the provisions of this
Section 8.2 will not be deemed breached merely because MMM or any
affiliate thereof beneficially owns, in the aggregate, not more
than 5% of the outstanding common stock of a corporation, if, at
the time of its acquisition by MMM or MMM Stockholder, such stock
is listed on a national securities exchange, is reported on Nasdaq,
or is regularly traded in the over-the-counter market by a member
of a national securities exchange.
     
     (e)  Each of MMM and the MMM Stockholders acknowledges and
agrees that in the event of any breach or likely breach of any of
the covenants of Article 8 herein, the Buyer and any relevant
Affiliate would incur damages in an amount difficult to ascertain
and/or be irreparably harmed and could not be made whole solely by
monetary damages.  It is accordingly agreed that such persons, in
addition to any other remedy to which they may be entitled at law
or in equity, shall be entitled to injunctive relief in respect of
such breach or likely breach as may be ordered by any court of
competent jurisdiction including, but not limited to, an injunction
restraining any violation of Article 8 herein and without the proof
of actual damages.  It is intended that full third party rights are
granted under this provision.
<PAGE>
<PAGE>    


     (f)  Each of MMM and the MMM Stockholders acknowledge and
agree that the covenants and other provisions set forth in Article
8 herein are reasonable, including with respect to duration and
subject matter, and that they are receiving valuable and adequate
consideration for such covenants under this Agreement.  The parties
acknowledge that it is their intention that all such covenants and
provisions be enforceable to the fullest extent possible under
applicable law.  If any of the provisions set forth in this Article
8 are found to be unenforceable in any instance, such finding or
invalidity shall not effect the enforceability of any remaining 
provision and such unenforceable provision to the specific extent
that it is unenforceable, shall be interpreted to extend only over
the maximum period of time and to the maximum extent as to the
which it is enforceable, in order to effectuate the parties'
intention, as represented hereby, to the greatest extent possible. 

                            ARTICLE 9

                         INDEMNIFICATION

     9.1  Indemnity by the Sellers and the Stockholders.  Each
Seller and Stockholder, jointly and severally with respect only to
its respective Center, subject to Section 9.4 hereof, agrees to
indemnify and hold harmless Buyer and its successors and assigns
and its and their respective officers, directors, controlling
Persons (if any), employees, attorneys, agents, Affiliates,
partners and stockholder, in each case past, present, or as they
may exist at any time after the date of this Agreement (including
Buyer, the "Buyer Indemnitees") against and in respect of any and
all:

     (a)  claims, suits, actions, proceedings (formal and infor-
mal), investigations, judgments, deficiencies, damages,
settlements, liabilities, losses, costs and legal and other
expenses (collectively, "Losses") arising out of or based upon (i)
any breach of any representation, warranty, covenant or agreement
of such Seller or Stockholder contained in this Agreement or in any
other agreement executed and delivered by such Seller or
Stockholder hereunder or in connection herewith, (ii) any Retained
Liability, (iii) the waiver by Buyer of compliance by Sellers with
the provisions of applicable bulk sales laws, and (iv) the
application of appropriate health care laws as they pertain to the
provision of services by the Centers prior to the Closing Date; and 

     (b)  claims, suits, actions and proceedings, including but not
limited to professional liability claims, (formal and informal) of
Persons not a party to this Agreement and related Losses arising
from events occurring on or prior to the Closing Date relating to
the Purchased Assets or the operation or conduct of the Business of
the applicable Center and not an Assumed Liability.
<PAGE>
<PAGE>

     9.2  Indemnity by Buyer.  Buyer agrees to indemnify and hold
harmless the Sellers and the Stockholders and their successors and
assigns and their respective partners, controlling Persons (if
any), employees, attorneys, agents, Affiliates, partners and
stockholder (the "Seller Indemnitees") against and in respect of
any and all:

     (a)  Losses arising out of or based upon (i) any breach of any
representation, warranty, covenant or agreement of Buyer contained
in this Agreement, or in any other agreement executed and delivered
by Buyer hereunder or in connection herewith and (ii) any Assumed
Liability; and

     (b)  claims, suits, actions and proceedings (formal and
informal) of Persons not a party to this Agreement and related Los-
ses arising from events occurring after the Closing Date relating
to the Purchased Assets or the operation or conduct of the Business
except to the extent that same results from the breach of any
representation or warranty of Seller hereunder.

     9.3  Defense of Claims.  Any Buyer Indemnitee or Seller
Indemnitee (the "Indemnified Party") seeking indemnification under
this Agreement shall give to the party obligated to provide
indemnification to such Indemnified Party (the "Indemnitor") a
notice (a "Claim Notice") describing in reasonable detail the facts
giving rise to any claim for indemnification hereunder promptly
upon learning of the existence of such claim. Upon receipt by the
Indemnitor of a Claim Notice from an Indemnified Party with respect
to any claim of a third party, such Indemnitor may assume the
defense thereof with counsel reasonably satisfactory to the
Indemnified Party and, in such event, shall agree to pay and
otherwise discharge with the Indemnitor's own assets all judgments,
deficiencies, damages, settlements, liabilities, losses, costs and
legal and other expenses related thereto; and the Indemnified Party
shall cooperate in the defense or prosecution thereof and shall
furnish such records, information and testimony and attend all such
conferences, discovery proceedings, hearings, trials and appeals as
may be reasonably requested in connection therewith.  If the
Indemnitor does not assume the defense thereof, the Indemnitor
shall similarly cooperate with the Indemnified Party in such
defense or prosecution.  The Indemnified Party shall have the right
to participate in the defense or prosecution of any lawsuit with
respect to which the Indemnitor has assumed the defense and to
employ its own counsel therein, but the fees and expenses of such
counsel shall be at the expense of the Indemnified Party unless (i)
the Indemnitor shall not have promptly employed counsel reasonably
satisfactory to such Indemnified Party to take charge of the
defense of such action or (ii) such Indemnified Party shall have
reasonably concluded that there exists a significant conflict of
interest with respect to the conduct of such Indemnified Party's
defense by the Indemnitor, in either of which events such fees and<PAGE>
<PAGE>

expenses shall be borne by the Indemnitor and the Indemnitor shall
not have the right to direct the defense of any such action on
behalf of the Indemnified Party.  The Indemnitor shall have the
right, in its sole discretion, to settle any claim solely for
monetary damages for which indemnification has been sought and is
available hereunder, provided that the Indemnitor shall not agree
to the settlement of any claim which constitutes the subject of a
Claim Notice which settlement in the reasonable opinion of the
Indemnified Party would have an adverse continuing effect on the
business of the Indemnified Party without the prior written consent
of the Indemnified Party.  The Indemnified Party shall give written
notice to the Indemnitor of any proposed settlement of any suit,
which settlement the Indemnitor may, if it shall have assumed the
defense of the suit, reject in its reasonable judgment within 10
days of receipt of such notice.  Notwithstanding the foregoing the
Indemnified Party shall have the right to pay or settle any suit
for which indemnification has been sought and is available
hereunder, provided that, if the defense of such claim shall have
been assumed by the Indemnitor, the Indemnified Party shall
automatically be deemed to have waived any right to indemnification
hereunder.
          
     9.4  Limitations.  The indemnifications provided in this
Article 9 shall expire 18 months after the Closing Date.  In
addition, no party hereto shall be indemnified for any amount with
respect to which it received insurance proceeds.  Any Stockholder's
obligation to indemnify with respect to a Seller, shall be limited
to the amount of the Loss multiplied by Stockholder's proportionate
equity interest in such Seller.  No indemnification shall be
required until the amount of Loss sought to be indemnified exceeds
$10,000.

                           ARTICLE 10

                          MISCELLANEOUS

     10.1 Bulk Sales Laws  Buyer waives compliance by Sellers with
any applicable bulk sales law and Sellers severally hereby agree to
indemnify Buyer from any liability thereunder regarding their
respective Centers, subject to Article 9 hereof.
          
     10.2 Payment of Sales, Use and Similar Taxes.  Sellers shall
be responsible for, and shall pay when due, all taxes (but
excluding any income taxes), of any nature whatsoever, applicable
to, or resulting from, the sale and purchase of the Purchased
Assets hereunder; provided, however, that Buyer shall bear sales
tax in connection with the purchases contemplated herein.
          
     10.3 Expenses.  Each party hereto shall pay its own expenses
incident to the negotiation, preparation and consummation of this
Agreement and all other agreements, instruments and documents
executed and delivered by it hereunder or in connection herewith,<PAGE>
<PAGE>

including all fees and expenses of its or their respective counsel
and accountants, whether or not the transactions contemplated
hereby or thereby are consummated.
          
     10.4 Further Actions.  At any time and from time to time after
the Closing, each party hereto agrees, at its own expense (except
as otherwise provided herein), to take such actions and to execute
and deliver such documents as may be reasonably necessary to
effectuate the purposes of this Agreement.

     10.5 Survival.  The representations, warranties, covenants and
agreements contained in or made pursuant to this Agreement shall
survive the Closing, except to the extent that they relate to a
specified earlier date.
          
     10.6 Entire Agreement; Modification.  This Agreement (includ-
ing the Schedules and Exhibits hereto) sets forth the entire
understanding of the parties with respect to the subject matter
hereof, supersedes all existing agreements among them concerning
such subject matter and may be modified only by a written
instrument duly executed by each party hereto.
          
     10.7 Notices.  Any notice given pursuant to this Agreement to
any party hereto shall be deemed to have been duly given when
mailed by registered or certified mail, return receipt requested,
or when hand delivered as follows:
     
     If to Sellers or the Stockholders:

          Mark Novick, M.D.
          450 Avenue P
          Brooklyn, New York 11223

                -and-

          Dennis R. Rossi, M.D.
          1575 Hillside Avenue
          New Hyde Park, New York  11040

with a copy to:

          Solomon & Siris, LLP
          585 Stewart Avenue
          Suite 770
          Garden City, New York 11530
          Attention:  Stuart Siris, Esq.

<PAGE>
<PAGE>

     If to Buyer:

          Queens/Kings Resources, Inc.
          c/o Medical Resources, Inc.
          155 State Street
          Hackensack, New Jersey 07601
          Attention:  Mr. William D. Farrell

with a copy to:

          Werbel & Carnelutti
          711 Fifth Avenue
          New York, New York 10022
          Attention:  Stephen M. Davis, Esq.


or at such other address as either such party shall from time to
time designate by written notice, in the manner provided herein, to
the other party hereto.  All references to days in this Agreement
shall be deemed to refer to calendar days, unless otherwise
specified.

     10.8 Waiver.  Any waiver must be in writing, and any waiver by
any party of a breach of any provision of this Agreement shall not
operate as or be construed to be a waiver of any other breach of
that provision or of any breach of any other provision of this
Agreement.  The failure of a party to insist upon strict adherence
to any term of this Agreement on one or more occasions will not be
considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of
this Agreement.
          
     10.9 Binding Effect; Assignment.  (a) Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be
assigned by either of the parties hereto without the prior written
consent of the other party, and any purported assignment without
such consent shall be void; provided, however, that the Buyer may
assign any of its rights hereunder to an Affiliate without the
consent of any other party hereto; provided, however, that Buyer
and MRI where applicable shall remain liable for all obligations
relating thereto.
     
     (b) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.
     
     10.10 Separability.  If any provision of this Agreement is
invalid, illegal or unenforceable, such provision shall be ineffec-
tive to the extent, but only to the extent of, such invalidity,
illegality or unenforceability, without invalidating the remainder
of such provision or the remaining provisions of this Agreement,
unless such a construction would be unreasonable.
<PAGE>
<PAGE>
          
     10.11 Headings.  The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the
construction and interpretation of this Agreement.
          
     10.12 Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
          
     10.13 Governing Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of New York,
without giving effect to conflict of laws.
          
     10.14 Incorporation by Reference.  The Schedules and Exhibits
attached hereto and the letters referred to herein as having been
executed or delivered concurrently with the execution of this 
Agreement are an integral part of this Agreement and are incorpora-
ted herein by reference.
          
     10.15 Definitions.  As used herein, the following terms shall
have the meanings herein specified unless the context otherwise
requires.  Defined terms in this Agreement shall include in the
singular number the plural and in the plural number the singular.
     
     "Affiliate" of a Person shall mean any other Person control-
ling, controlled by or under common control with such Person.  For
purposes of this Agreement, Stockholders of Long Island Radiology
Associates P.C. and Harold Tice, M.D. shall not be deemed
Affiliates of Dr. Rossi, so long as Dr. Rossi does not obtain any
economic benefit, provide any assistance or take any action set
forth in Section 8.2 in connection with a Competitive Business
established by such persons.
     
     "Key Employee" shall mean any person who is employed in a
management, executive, supervisory, marketing or sales capacity for
another person.
     
     "Market Value" shall mean, with respect to any trading day,
the average of the closing price per share of the MRI Common Stock
on the five consecutive trading days ending on such date.  the
closing price for each such day shall be the last sale price
regular way or, in case no such sale takes place on such day, the
average of the closing bid and asked prices of such MRI Common
Stock, in either case on The Nasdaq Stock Market or the principal
securities exchange on which the shares of MRI Common Stock are
listed or admitted to trading.
     
     "MRI" shall mean Medical Resources, Inc., a Delaware
corporation.
<PAGE>
<PAGE>
     
     "Person" shall mean and include any individual, partnership,
firm, corporation, association, joint venture, trust or other
entity, or any government or political subdivision or agency,
department or instrumentality thereof.
     
          IN WITNESS WHEREOF, the parties hereto have duly executed
this Asset Purchase Agreement as of the date first written above.

                              SELLERS:


                              BROOKLYN MEDICAL IMAGING CENTER


                              By:______________________________
                                 Name:
                                 Title:


                              MEADOWS MEDICAL MANAGEMENT, INC.


                              By:______________________________
                                 Name:
                                 Title:


                              STATEN ISLAND MEDICAL IMAGING, INC.



                              By: _____________________________
                                  Name:
                                  Title:



<PAGE>
<PAGE>

                              STOCKHOLDERS:



                              _________________________________
                              Name:  Mark Novick, M.D.

                              Address:



                              _________________________________
                              Name:  Dennis Rossi, M.D.

                              Address:
                                      


                              _________________________________
                              Name:  Art Taylor

                              Address:



                              _________________________________
                              Name:  Eliezer Offenbacher

                              Address:



                              _________________________________
                              Name:  Aldonna McCarthy

                              Address:




                              QUEENS/KINGS RESOURCES, INC.



                              By:______________________________
                                 Name:
                                 Title:

<PAGE>
<PAGE>

                              With respect to Sections 1.3, 1.4,
                              1.8, 9.2, 10.2 and Article 3 hereof:


                              MEDICAL RESOURCES, INC.



                              By: _____________________________
                                  Name:
                                  Title:


<PAGE>
<PAGE>

     The undersigned hereby (i) disclaims, title, to or any
ownership interest it may have in, the property listed on Schedule
2.5(A), a copy of which Schedule the undersigned has received and
reviewed, and (ii) agrees to be bound by the provisions of Section
9.1(b) regarding the obligation to indemnify Buyer from
professional liability claims.  



                              ___________________________, P.A.
                              (doing business as 
                              ____________________)



                              By:                             


99888


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