IMAGING DIAGNOSTIC SYSTEMS INC /FL/, S-8, 1998-12-11

IMAGING DIAGNOSTIC SYSTEMS INC /FL/
S-8, 1998-12-11
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS

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As filed with the Securities and Exchange Commission on December 11, 1998
File No. ___________
------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

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

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

IMAGING DIAGNOSTIC SYSTEMS, INC.
--------------------------------
(Name of Small Business Issuer in its charter)

Florida 22-2671269
------- ----------
(State or other jurisdiction of (IRS Employer Indet. No.)
incorporation or organization)

6531 NW 18th Court, Plantation, Florida 33313
---------------------------------------------
(Address of Principal Executive Offices and Zip code)

Issuer's telephone number: (954)581-9800

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

Professional Consulting Agreements
(Full title of the plan)

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

Linda B. Grable
6531 NW 18th Court
Plantation, Florida 33313
(Name and address of agent of service)

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
---------------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 616,300 $0.645(1) $397,513.50(1) $120.46
(no par
value)

TOTAL 616,300 $0.645 $397,513.50(1) $120.46

</TABLE>
- --------------------------
(1) Pursuant to Rule 457(h)(1) and (c), the average of the bid and
asked price of the Registrant's Common Stock in the over-the-counter
market on December 9, 1998, was $0.645.

<PAGE>

IMAGING DIAGNOSTIC SYSTEMS, INC.

CROSS REFERENCE SHEET
---------------------
<TABLE>
<CAPTION>

Form S-8 Number and Caption Caption in Prospectus
- --------------------------- ---------------------
<S> <C>
Forepart of Registration Facing page of Registration
Statement and Outiside Statement and Cover Page of
Cover Page Prospectus

Inside Front and Outside Inside Cover Page of
Back Cover Pages of Prospectus and Outside
Prospectus Cover Page of Prospectus

Summary Information, Risk Not Applicable
Factors and Ratio of
Earnings to Fixed Charges

Use of Proceeds Not Applicable

Determination of Offering Not Applicable
Price

Dilution Not Applicable

Selling Security Holders Sales by Selling Security Holder

Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder

Description of Securities Description of Securities;
to be registered Professional Consulting Agreements

Interests of Named Experts Not Applicable
and Counsel

Material Changes Not Applicable

Incorporate of Certain Incorporation of Certain
Information by Reference Documents by Reference

Disclosure of Commission Indemnification
Position on Indemnification
of Securities Act Liabilities

</TABLE>

<PAGE>
PROSPECTUS

IMAGING DIAGNOSTIC SYSTEMS, INC.

616,300 Shares of Common Stock
(No par value)

To be Issued Pursuant to the Company's
Professional Consulting Agreements

This Prospectus is part of a Registration Statement which registers and
aggregate of 616,300 shares of Common Stock, no par value ("Common Stock") of
Imaging Diagnostic Systems, Inc. (the "Company") which will be issued, pursuant
to Professional Consulting Agreements (the "Agreement"). The Company has been
advised by the service provider that they may sell all or a portion of its
shares of Common Stock from time to time in the over-the-counter market in
negotiated transactions, directly or through brokers or otherwise, and that such
shares will be sold at market prices prevailing at the time of such sales or at
negotiated prices.

No person has been authorized by the Company to give any information or to make
any representation other than as contained in the Prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the shares of Common Stock shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

THE DATE OF THIS PROSPECTUS IS DECEMBER 10, 1998.

1
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, NW.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, NW., Washington, D.C. 20549. The Company's
Common Stock is traded the NASDAQ Electronic Bulletin Board under the symbol
"IMDS".

The Company has filed with the Commission a Registration Statement on form S-8
(the Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to an aggregate of 616,300 shares of the Company's Common
Stock, to be issued to a consultant to the Company pursuant to a Professional
Consulting Agreement. This Prospectus, which is Part I of the Registration
Statement, omits certain information contained in the Registration Statement.
For further information with respect to the Company and the shares of Common
Stock offered by this prospectus, reference is made to the Registration
Statement, including the exhibits thereto. Statements in this Prospectus as to
any document are not necessarily complete, and where any such document is an
exhibit to the Registration Statement or is incorporated by reference herein,
each such statement is qualified in all respects by the provisions of such
exhibit or other document, to which reference is hereby made, for a full
statement of the provisions thereof. A copy of the Registration Statement, with
exhibits, may be obtained from the Commission's office in Washington, D.C. (at
the above address) upon payment of the fees prescribed by the rules and
regulations of the Commission, or examined there without charge.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference and made a part hereof:

The Company incorporates by reference herein the following documents
filed with the Commission pursuant to the Exchange Act (the "34 Act"):

1. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarter ended September 30, 1998.

2. The Company's Annual Report on Form 10-KSB for the year ended June
30, 1998.

3. The Company's Registration Statement on Form S-2, as amended, dated
November 16, 1997;

4. In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference into this
Prospectus. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained in this Prospectus or in
any other subsequently filed document which also is or is deemed to
be incorporated by reference in this Prospectus or in a supplement
hereto modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

5. All reports and documents filed by the Company pursuant to Section
13, 14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective date of filing of

2
<PAGE>

such documents. Any statement incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this
Prospectus. The Company hereby undertakes to provide without charge
to each person, including any beneficial owner, to whom a copy of
the Prospectus has been delivered, or the written request of any
such person, a copy of any and all of the documents referred to
above which have been or may be incorporated by reference in this
Prospectus, other than exhibits to such documents. Written requests
for such copies should be directed to Corporate Secretary, Imaging
Diagnostic Systems, Inc., 6531 NW 18th Court, Plantation, Florida
33313. Telephone (954)581-9800.

where it has stayed ever since the Barrons article, despite a retraction from
Barrons. Based upon this decline the NASDAQ staff has refused to approve the
Company for listing on the NASDAQ Small Cap Market.

The Company appealed the denial of the listing at an oral hearing before the
Committee in Washington D.C. on January 22, 1998. Pursuant to this meeting the
Panel determined to approve the Company for listing on the NASDAQ Small Cap
Market, subject to the following conditions:

1. On or before May 11, 1998, the Company must effect a reverse stock
split sufficient to raise its bid price to, or above $4.00 per share for the
opening of one trading day or in the alternative, on or before May 11, 1998, the
Company must have and retain for 10 consecutive trading days a $4.00 bid price
through natural forces.

2. On or before May 11, 1998, the Company must make a public filing
with the SEC and NASDAQ evidencing a minimum of $5,000,000 in net tangible
assets.

The Board of Directors determined that a reverse split at this time would be
detrimental to the interests of its shareholders and vetoed the proposal for the
reverse split. The conditional listing expires on May 11, 1998. To date the
Company has been unable to comply with the above conditions.

The Company immediately appealed this decision. The Company, as of the date
hereof, has not received a ruling in this matter.

PATENTS
- -------

In December 1997, the patent for the CTLM(TM) was issued by the United States
Department of Commerce Patent and Trademark Office under Patent Number 5692311.
The Company holds an exclusive license for this patent. In addition, the Company
has twelve additional patents pending with regard to Optical Tomography.

PRIVATE PLACEMENTS
- ------------------

On February 4,1998, the Company finalized a $500,000 private placement to
foreign investors of 50 shares of its Series E Convertible Preferred Stock ("the
"Preferred Shares") and Warrants to purchase up to 25,000 shares of the
Company's common stock. The offering was conducted pursuant to Regulation S as
promulgated under the Securities Act of 1933, as amended (the "Regulation S
Sale");

The Preferred Shares are convertible, at any time, commencing 45 days from the
date of issuance and for a period of three years thereafter, in whole or in
part, without the payment of any additional consideration. The number of fully
paid and nonassessable shares of common stock, no par value, of the Company to
be issued upon conversion will be determined by dividing (i) the sum of $10,000
by (ii) the Conversion Price (determined as hereinafter provided) in effect at
the time of conversion. The "Conversion Price" is equal to seventy five percent
(75%) of the Average Closing Price of the Corporation's Common Stock for the

3
<PAGE>

five-day trading period ending on the day prior to the date of conversion but in
no event greater than $.82 per share.

In connection with the Regulation S Sale, the Company paid an unaffiliated
Investment Banker a total of 4 shares of the Preferred Stock and $5,000 for
placement and legal fees.

Net proceeds to the Company of $495,000 will be used for working capital and the
continuous research, development and testing of the Company's Computed
Tomography Laser Mammography (CTLM (TM)) device.

On February 20,1998, the Company finalized a $750,000 private placement to
foreign investors of 75 shares of its Series F Convertible Preferred Stock ("the
"Preferred Shares"). The Preferred Stock pays a dividend of 6% per annum. The
offering was conducted pursuant to Regulation S as promulgated under the
Securities Act of 1933, as amended (the "Regulation S Sale");

The Preferred Shares are convertible, at any time, commencing 45 days from the
date of issuance and for a period of three years thereafter, in whole or in
part, without the payment of any additional consideration. The number of fully
paid and nonassessable shares of common stock, no par value, of the Company to
be issued upon conversion will be determined by dividing (i) the sum of $10,000
by (ii) the Conversion Price (determined as hereinafter provided) in effect at
the time of conversion. The "Conversion Price" is equal to seventy five percent
(70%) of the Average Closing Price of the Corporation's Common Stock for the
five-day trading period ending on the day prior to the date of conversion.

In connection with the Regulation S Sale, the Company paid an unaffiliated
Investment Banker a total of $50,000 for expenses and legal fees.

Net proceeds to the Company of $700,000 will be used for working capital and the
continuous research, development and testing of the Company's Computed
Tomography Laser Mammography (CTLM (TM)) device.

INTERNATIONAL DISTRIBUTION
- --------------------------

In April 1998, the Company entered into an exclusive International Distribution
with Focus Surgical LTD, to distribute the CTLM(TM) device to hospitals and
clinics throughout the United Kingdom and Ireland. The term of the Agreement is
three years, with a minimum purchase requirement of 10, 12 and 15 CTLM(TM)
devices in the first, second and third year(s) of the Agreement, respectively.

Focus Surgical currently distributes noncompetitive laser products for companies
such as Sunrise Medical Technologies and Baltec, among many others.

The Company has already secured exclusive distributors for the following
territories: Italy, France, South Korea, the Pacific Rim including China,
Switzerland, Moscow, Germany, Austria, the Republic of Turkey and Ecuador.

Based on its present research and development and supplier production schedules,
the Company anticipates that the CTLM(TM) device will be ready for distribution
this Summer.

FDA UPDATE
- ----------

On March 19, 1998 the Company submitted the final Report for the Company's IDE
and several supplements thereafter. As of the date hereof the Company is
awaiting approval for the IDE. Also on March 19, 1998 the Company met with
representatives of the FDA. The purpose of the meeting was to describe several
options to the Company's IDE and to get the FDA's perspective on these
approaches. It was decided that the Company will complete the first phase with
20 patient studies performed in-house and monitored by an Institutional Review
Board ("IRB") established by the Company. The information obtained from the
study will be submitted to the FDA to enable the Company to commence the second
phase at three unaffiliated clinical sites.

4
<PAGE>

In April 1998 the Company appointed eight specialists in the fields of
Gynecology and Obstetrics, Mammography, breast surgery, Neurology and optics and
laser engineering to serve on the IRB.

FEDERAL INCOME TAX EFFECTS

A person who receives shares of the Company in exchange for services rendered
will recognize taxable income on the date of the reciept of the shares based on
the fair market value of the Common Stock.

RESTRICTIONS UNDER SECURITIES LAW

The sale of any shares of Common Stock must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
shareholders of the Company, as well as certain other persons or parties whom
may be deemed "affiliates" of the Company under the Federal Securities Laws,
should be aware that shares acquired by affiliates are subject to certain resale
limitation imposed by Rule 144. Officers, directors and 10% or greater
shareholders are also subject to the "short swing" profit rule under Section
16(b) of the Securities Exchange Act of 1934. Section 16(b) of the Exchange Act
generally provides that if any officer, director or 10% and greater shareholder
sold any Common Stock of the Company acquired pursuant to the exercise of a
stock option, he would generally be required to pay any "profits" resulting from
the sale of the stock and receipt of the stock option. Section 16(b) exempts all
warrant exercises from being treated as purchases and, instead, treats a warrant
grant as a purchase of an underlying security, which grant/purchase may be
matched with the sale of the underlying security within six months of the date
of grant.

DESCRIPTION OF SECURITIES

The Company is currently authorized to issue up to 50,000,000 shares of stock of
which 48,000,000 shares are common stock no par value and 2,000,000 shares are
preferred, no par value. As of May 8, 1998, there were 29,533,942 shares of
common stock issued and outstanding. As of the Same Date, there were 450, 49, 40
and 75 shares of Series B,D,E and F, respectively, outstanding.

COMMON STOCK
Subject to the dividend rights of holders of Preferred Stock, if any, holders of
shares of Common Stock are entitled to share, on a ratable basis, such dividends
as may be declared by the Board of Directors out of funds legally available
therefor. Upon liquidation, dissolution or winding up of the Company, after
payment to creditors and holders of Preferred Stock that may be outstanding, the
assets of the Company will be divided pro rata on a per share basis among the
holders of the Common Stock.

Each share of Common Stock entitles the holders thereof to one vote.
Holders of Common Stock do not have cumulative voting rights. The By-laws of the
Company require that only a majority of the issued and outstanding shares of
Common Stock of the Company need be represented to constitute a quorum and to
transact business at a shareholder's meeting. The Common Stock has no
preemptive, subscription or conversion rights and is not redeemable by the
Company.

PREFERRED STOCK
The shares of preferred stock may be issued from time to time in series and
that the Board of Directors of the Corporation is authorized to establish and
designate series and to fix the number of shares and the relative voting,
dividend, conversion, liquidation, redemption, and other rights, preferences,
and limitations as between series, subject to such limitations as may be
prescribed by law; that the proper officers of the corporation are by this means
authorized to make, subscribe, acknowledge, execute, and file, or cause to be
filed, such certificate or certificates as may be required under the laws of the
state of New Jersey and other jurisdictions to give effect to the proposal, as
presented in the proxy statement, or as may be required in connection with the
issuance of shares of preferred stock in series from time to and things as in
its discretion may be necessary or advisable in connection with such proposal.

5
<PAGE>

NASDAQ
The Company's Common Stock is traded on the NASDAQ electronic bulletin
board under the symbol "IMDS".

TRANSFER AGENT
The Transfer Agent for the shares of Common Stock is Jersey Transfer & Trust,
201 Bloomfield Avenue, Verona, New Jersey 07044, (201) 239-2712.

LEGAL MATTERS
Certain legal matters in connection with the securities being offered hereby
will be passed upon for the Company by Rebecca J. Del Medico, Esq., General
Counsel of the Company.

EXPERTS
The financial statements of the Company appearing in Company's Form 10-KSB for
the period ended June 30, 1997, have been audited by Margolies, Fink and
Wichowski, independent certified public accountants, as set forth in their
report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Margolies, Fink, and Wichowski pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.

INDEMNIFICATION
Article XII of the Company's By-Laws provides as follows:

1. So long as permitted by law, no director of the corporation
shall be personally liable to the corporation or its shareholders for
damages for breach of any duty owed by such person to the corporation
or its shareholders; provided, however, that, to the extent required by
applicable law, this Article shall not relieve any person from
liability for any breach of duty based upon an act or omission (i) in
breach of such person's duty of loyalty to the corporation or its
shareholders, (ii) not in good faith or involving a knowing violation
of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no
amendment, repeal or termination of effectiveness of any law
authorizing this Article shall apply to or effect adversely any right
or protection of any director for or with respect to any acts or
omissions of such director occurring prior to such amendment, repeal or
termination of effectiveness.

2. So long as permitted by law, no officer of the corporation
shall be personally liable to the corporation or its shareholders for
damages for breach of any duty owed by such person to the corporation
or its shareholders; provided, however, that, to the extent required by
applicable law, this Article shall not relieve any person from
liability for any breach of duty based upon an act or omission (i) in
breach of such person's duty of loyalty to the corporation or its
shareholders, (ii) not in good faith or involving a knowing violation
of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no
amendment, repeal or termination of effectiveness of any law
authorizing this Article shall apply to or effect adversely any right
or protection of any director for or with respect to any acts or
omissions of such officer occurring prior to such amendment, repeal or
termination of effectiveness.

3. To the extent that a Director, Officer, or other corporate
agent of this corporation has been successful on the merits or
otherwise in defense of any civil or criminal action, suit, or
proceeding referred to in sections (a) and (b), above, or in defense of
any claim, issue, or matter therein, he shall be indemnified against
any expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

6
<PAGE>

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issues.

7
<PAGE>
IMAGING DIAGNOSTIC SYSTEMS, INC.

PART II

INFORMATION REQUIRED FOR THE REGISTRATION STATEMENT
---------------------------------------------------

ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------

The documents listed in (1) through (3) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof form the date of filing such documents.

(1) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, or, in the case of the Company,
either (1) the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Act"), that contains audited financial
statements for the Company's latest fiscal year for which statement have been
filed or (2) the Company's effective registration statement on Form 10-SB or 30F
filed under the Exchange Act containing audited financial statements for the
Company's latest fiscal year.

(2) All reports and documents filed by the Company pursuant to
Section 13(a), 14, or 15(d) of the Exchange Act. Written requests for such
copies should be directed to Corporate Secretary, Imaging Diagnostic Systems,
Inc., 6531 NW 18th Court, Plantation, Florida 33313, telephone (954)581-9800.

(3) The description of the Common Stock of the Company which is
contained in a Registration Statement filed under the Exchange Act, inlcuding
any amendment or report filed for the purpose of updating such description.

ITEM 4 - DESCRIPTION OF SECURITIES
-------------------------

The class of securities to be offered hereby is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Company's securities is set forth in the Registration Statment filed pursuant to
Form 10-SB: the Company registered common stock which is entitled to share, on a
ratable basis, such dividends as may be declared by the Board of Directors out
of funds legally available therefor. Each share of common stock entitles the
holders thereof to one vote. Holders of common stock do not have cumulative
voting rights nor does the common stock have preemptive, subscription nor
conversion rights and is not redeemable by the Registrant.

ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL
-------------------------------------

NOT APPLICABLE

ITEM 6 - INDEMNIFICATION
---------------

Article XII of the Company's By-Laws provides as follows:

1. So long as permitted by law, no director of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that, to the extent required by applicable law, this Article
shall not relieve any person from liability for any breach of duty based upon an
act or omission (i) in breach of such person's duty of loyalty to the
corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no amendment,
repeal or termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director for or with

II-1
<PAGE>

respect to any acts or omissions of such director occurring prior to such
amendment, repeal or termination of effectiveness.

2. So long as permitted by law, no officer of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed by such person to the corporation or its shareholders;
provided, however, that, to the extent required by applicable law, this Article
shall not relieve any person from liability for any breach of duty based upon an
act or omission (i) in breach of such person's duty of loyalty to the
corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law or (iii) resulting in receipt by such person of an improper
personal benefit. No amendment to or repeal of this Article and no amendment,
repeal or termination of effectiveness of any law authorizing this Article shall
apply to or effect adversely any right or protection of any director for or with
respect to any acts or omissions of such officer occurring prior to such
amendment, repeal or termination of effectiveness.

3. To the extent that a Director, Officer, or other corporate agent of
this corporation has been successful on the merits or otherwise in defense of
any civil or criminal action, suit, or proceeding referred to in sections (a)
and (b), above, or in defense of any claim, issue, or matter therein, he shall
be indemnified against any expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

4. Expenses incurred by a Director, Officer, or other corporate agent
in connection with a civil or criminal action, suit, or proceeding may be paid
by the corporation in advance of the final disposition of such action suit, or
proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issues.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------

Not Applicable.

ITEM 8 - EXHIBITS
(A) EXHIBITS

EXHIBIT DESCRIPTION
- ------- -----------

5 Legal opinion of Rebecca J. Del Medico, Esq., dated
December 10, 1998.

10.10-10.19 Professional Consulting Agreements

24.1 Consent of Rebecca J. Del Medico, Esq., included in the opinion
filed as Exhibit 5 hereto.

II-2

<PAGE>

24.2 Consent of Independent Certified Public Accountants.

(B) REPORTS ON FORM 8-K
None

ITEM 9 - UNDERTAKINGS
------------

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

(b) That, for the purposes of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and,

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Registration of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plantation and the State of Florida, on the 10th day
of December 1998.

IMAGING DIAGNOSTIC SYSTEMS, INC.

By: /s/ Linda B. Grable, Chairman of the Board, Director, and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Dated: December 10, 1998 By: /S/ LINDA B. GRABLE
----------------------
Linda B. Grable, Chairman of the Board
Director and President

Dated: December 10, 1998 By: /S/ RICHARD J. GRABLE
------------------------
Richard J. Grable, Director
and Chief Executive Officer

Dated: December 10, 1998 By: /S/ ALLAN L. SCHWARTZ
----------------------
Allan L. Schwartz, Director
and Executive Vice-President
Chief Financial Officer
(PRINCIPAL ACCOUNTING OFFICER)

II-4

<PAGE>

INDEX TO EXHIBITS

EXHIBIT DESCRIPTION

3.1 Articles of Incorporation (Florida)- Incorporated by reference
to Exhibit 3(a) of the Company's Form 10-KSB for the fiscal
year ending June 30, 1995.

3.2 Amendment to Articles of Incorporation (Designation of Series
A Convertible Preferred Shares) - Incorporated by reference to
Exhibit 3.(i).6 of the Company's Form 10-KSB for the fiscal
year ending June 30, 1996. File number 033-04008.

3.3 Amendment to Articles of Incorporation (Designation of Series
B Convertible Preferred Shares). Incorporated by reference
from Registration statement on Form S-1 Dated July 1997.

3.4 Amendment to Articles of Incorporation (Designation of Series
C Convertible Preferred Shares). Incorporated by reference
from Form 8-k dated October 15, 1997,

3.5 Amendment to Articles of Incorporation (Designation of Series
D Convertible Preferred Shares). Incorporated by reference
from Form 8-k dated January 12, 1998.

3.6 Amendment to Articles of Incorporation (Designation of
Series E Convertible Preferred Shares). Incorporated by
reference from Form 8-k dated February 19,1998.

3.7 Amendment to Articles of Incorporation (Designation of Series
F Convertible Preferred Shares). Incorporated by reference
from Form 8-k dated March 6, 1998.

3.8 Amendment to Articles of Incorporation (Designation of Series
H Convertible Preferred Shares). Incorporated by reference to
the Company's Registration Statement on Form S-2 File Number
333-59539.

3.9 Certificate of Dissolution - is incorporated by reference to
Exhibit (3)(a) of the Company's Form 10-KSB for the fiscal
year ending June 30, 1995.

3.10 Articles of Incorporation and By- Laws(New Jersey) -are
incorporated by reference to Exhibit 3 (i) of the Company's
Form 10-SB, as amended, file number 0-26028, filed on May 6,
1995 ("Form 10-SB").

3.11 Certificate and Plan of Merger - is incorporated by reference
to Exhibit 3(i) of the Form 10-SB.

3.12 Certificate of Amendment is incorporated by reference to
Exhibit 3(i) of the Form 10-SB.

4.1 Instruments Defining the Rights of Security Holders
Designation of Series B Convertible Preferred Shares. See
Exhibit 3.3, above.

4.2 Instruments Defining the Rights of Security Holders
Designation of Series C Convertible Preferred Shares. See
Exhibit 3.4, above).

4.3 Instruments Defining the Rights of Security Holders
Designation of Series D Convertible Preferred Shares. See
Exhibit 3.5, above).

<PAGE>

4.4 Instruments Defining the Rights of Security Holders
Designation of Series E Convertible Preferred Shares. See
Exhibit 3.6, above).

4.5 Instruments Defining the Rights of Security Holders -
Designation of Series F Convertible Preferred Shares. (See
Exhibit 3.7, above).

4.6 Instruments Defining the Rights of Security Holders -
Designation of Series H Convertible Preferred Shares. (See
Exhibit 3.8, above).

5. Legal opinion of Rebecca J. Del Medico, Esq., dated November
6, 1997.

10.1 Form of Subscription Agreement by and between Imaging
Diagnostic Systems, Inc. and Alfred Ricciardi. Incorporated by
reference to the Company's Registration Statement on Form S-2,
File Number 333-59539.

10.2 Patent Licensing Agreement. Incorporated by reference to the
Company's Registration Statement on Form S-2, File Number
333-59539.

10.3 Incentive Stock Option Plan - is incorporated by reference to
Exhibit 10(b) of the Form 10-SB.

10.4 Employment Agreement(s) for Richard J. Grable, Allan L.
Schwartz and Linda B. Grable are incorporated by reference to
Exhibit 10(c) of the Form 10-SB.

10.5 Lock Up Agreement By and Between the Company and Richard J.
Grable, Linda B. Grable, and Allan L. Schwartz, is
incorporated by reference to Exhibit 10.5 of the Company's
Form 10-KSB for the fiscal year ending June 30, 1996. File
number 033-04008.

10.6 Form of Series F Preferred Stock Subscription Documents.
Incorporated by reference to the Company's Registration
Statement on Form S-2, File Number 333-60405.

10.7 Form of Series H Preferred Stock Subscription Documents.
Incorporated by reference to the Company's Registration
Statement on Form S-2, File Number 333-60405.

10.8 OEM Agreement incorporated by reference to Exhibit 10.8 of the
Company's Form 10-KSB for the fiscal year ending June 30,
1998.

10.9 Form of Equity Line of Credit Agreement incorporated by
reference to Exhibit 10.9 of the Company's Form 10-KSB for the
fiscal year ending June 30, 1998.

10.10-10.19 Professional Consulting Agreements

24.1 Consent of Rebecca J. Del Medico, Esq., included in the
opinion filed as Exhibit 5 hereto.

24.2 Consent of Independent Certified Public Accountants.

December 10, 1998

Imaging Diagnostic Systems, Inc.
6531 N.W. 18th Court
Plantation, FL 33313

Re: Registration Statement on Form S-8/Professioal Consulting Agreements

Gentleman:

This opinion is submitted pursuant to applicable rules of the Securities and
Exchange Commission with respect to the registration by Imaging Diagnostic
Systems, Inc. (the "Company") of an aggregate of 616,300 shares of Common Stock,
no par value (the "Common Stock") pursuant to Professioal Consulting Agreements
(the "Agreement").

In my capacity as general counsel to the Company, I have examined the original,
certified, conformed, or other copies of the Professional Consulting Agreements,
the Company's Certificate of Incorporation, By-Laws and corporate minutes
provided to me by the Company. In all such examinations, I have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.

Based upon and in reliance of the foregoing, I am of the opinion that the Common
Stock, when issued in accordance with the terms and conditions of the Agreement,
will be validly issued, fully paid and non-assessable.

I hereby consent to the use of this opinion in the Registration Statement on
Form S-8 to be filed with the Commission.

/s/Rebecca J. Del Medico
General Counsel

PROFESSIONAL CONSULTING AGREEMENT

THIS PROFESSIONAL CONSULTING AGREEMENT is made this ____ day of
December 1998, by and between Global Financial Press, Inc., 1845 Walnut Street,
Philadelphia, PA 19103 ("Consultant"), and Imaging Diagnostic Systems, Inc.
("Client"), a Florida corporation with principal offices located at 6531 NW 18th
Court, Plantation, Florida 33313.

WHEREAS, Consultant renders consulting services with regard to filings
with the Securities and Exchange Commission and the use of the EDGAR filing
system (the "Services"); and

WHEREAS, Consultant has provided and Client wishes to enlist Consultant
to provide such Services, and Consultant and Client wish to formalize in a
written agreement the terms and conditions under which consultant has and will
provide such Services to Client;

NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:

1. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant has provided since
July 31, 1998 and will continue to provide the Services to the Client on an
"as-needed basis" as requested by the Client, in consideration of the
compensation provided under this Agreement.

2. COMPENSATION FOR SERVICES. In consideration of Consultant's
provision of the past and future services provided and to be provided as more
fully described in paragraph 1, Client's Board of Directors shall initially
authorize the issuance of 30,000 shares of the Company's Common Stock ("Shares")
to be registered pursuant to an S-8 Registration Statement. Consultant shall
invoice Client for work performed and Client shall deliver to Consultant that
number of Shares, determined by valuation of the common stock at $.50 per share
(the "Valuation"). Consultant shall invoice Client for work performed and Client
shall deliver to Consultant that number of Shares, based on the Valuation, equal
to the amount invoiced.

3. TERM AND TERMINATION. This Agreement shall become effective as of
July 31, 1998, and shall remain in effect eighteen months from that date
("Expiration Date"). Client and Consultant may mutually agree to extend the
Agreement for an additional period. In the absence of such an agreement, this
Agreement shall automatically terminate upon the Expiration Date.

4. REIMBURSEMENT FOR EXPENSES. Consultant shall receive reimbursement
for reasonable expenses and costs from Client no later than 30 days after
Consultant presents valid invoices or receipts for such expenses.

5. REPRESENTATIONS AND WARRANTIES. Consultant represents and warrants
that services to be provided and materials to be produced or developed by
Consultant under this Agreement will be performed, produced, or developed by
competent, trained personnel in a workmanlike manner. Consultant and its
personnel shall comply with all applicable statues, rules and regulations
governing all aspects of the services to be performed under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information is accurate and complete.
Client understands and acknowledges that Consultant cannot guarantee that the
services provided hereunder will achieve any particular objective or fulfill any
specified goals. Client further understands and acknowledges that Consultant is
not registered or licensed as an investment advisor, financial planner, or
broker/dealer, nor is Consultant licensed as principal or representative of any
of the foregoing and that, by entering into this Agreement, Consultant is not
undertaking to provide, nor will Consultant provide, any services that require
any such registration or licensing. OTHER THAN THE FOREGOING EXPRESS WARRANTIES,
CONSULTANT MAKES NO WARRANTIES WITH RESPECT TO THE QUALITY OF THE GOODS AND
SERVICES TO BE PROVIDED HEREUNDER OR ANY RESULTS TO BE ACHIEVED, AND HEREBY
EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH REPRESENTATIONS AND WARRANTIES,
INCLUDING WITHOUT LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT SHALL HAVE NO LIABILITY FOR ANY

<PAGE>

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF
ANY FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES
HEREUNDER.

b. In order to induce the Company to issue the Shares, recognizing that
the Company will be relying on the information and on the representations set
forth below, you hereby represent, warrant, and agree as follows:

(i) I have determined that the purchase of the shares of the
Company (the "Shares") is a suitable investment for me and that I am a
person who is able to bear economic risks including a total loss of an
investment in the Shares.

(ii) I have acknowledge and am aware that except for the three
day rescission rights provided under Florida law (or other rights under
other applicable law), I am is not entitled to cancel, terminate or
revoke this subscription, and any agreements of mine in the connection
herewith shall survive my death or disability.

(iii) I have had the opportunity to ask questions of, and
receive answers from management of the Company regarding the terms and
conditions of this Agreement, and the transactions contemplated
thereby, as well as the affairs of the Company and related matters.

I may have access to whatever additional information concerning the
Company, its financial condition, its business, its prospects, its
management, its capitalization, and other similar matters that I or my
purchaser representative, if any, desires, provided that the Company
can acquire such information without unreasonable effort or expense. In
addition, as required by Section 517.061(11)(a)(3), Florida Statutes,
and Rule 3E-500.05(a) thereunder, I and my purchaser representative may
have, at the offices of the Company, at any reasonable hour, after
reasonable prior notice, access to the materials set forth in the Rule
which the Company can obtain without unreasonable effort or expense.

(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.

I hereby agree to indemnify and hold harmless the Company its
respective officers, directors, shareholders, employees, agents and attorneys
against any and all losses, claims, demands, liabilities and expenses (including
reasonable attorney fees, expert witness and accounting fees and other
disbursements and costs or other expenses) incurred by each such person in
connection with defending or investigating any such claims or liabilities,
whether or not resulting in any liability to such person) to which any such
indemnified party may become subject under the Act, under any other statute, at
common law or otherwise, insofar as such losses, claims, demands, liabilities
and expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in this Agreement, or (b) arise
out of or are based upon any breach of any representation, warranty or agreement
contained herein.

The representations, warranties, and agreements contained herein shall
survive the delivery of, and payment for, the Shares.
- --------------------------------------------------------------------------------
FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER
THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS
PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.

2
<PAGE>

6. MISCELLANEOUS.

a. This Agreement shall be interpreted and construed in accordance with
the laws of the State of Florida. The parties agree that jurisdiction and venue
of any dispute arising hereunder shall be in Broward County, Florida.

b. Any controversy or claim arising out of or relating to this
Agreement, or to the interpretation, breach or enforcement thereof, shall be
submitted to one arbitrator and settled by arbitration in Fort Lauderdale
Florida, in accordance with the rules, then obtaining, of the American
Arbitration Association. Any reward made by such arbitrator shall be final,
binding, and conclusive on all parties hereto for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof.

c. Neither party may assign its rights or duties under this Agreement
without the express prior written consent of the other party, except that
Consultant may assign to any other party, without Client's consent, its right to
receive all or any portions of the fees and expenses due and owing to it.

d. This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be altered
only by written agreement between the parties. The failure of either party to
object to or take affirmative action with respect to any conduct of the other
which is in violation of the terms of this Agreement shall not be construed as a
waiver of the violation or breach, or of any future similar violation or breach.

e. In the event of any cause of action, arbitration or litigation
arising hereunder, all costs and reasonable attorney's fees of the prevailing
party, including, without limitation, attorney's fees and costs at all
administrative and appellate levels and in all bankruptcy proceedings, shall be
paid by the non-prevailing party.

f. This Agreement may be executed in any number of counterparts, by
original or facsimile signature, all of which shall be deemed to be an original,
but all of which shall be deemed to constitute but one instrument.

g. Any notice or other communication required or permitted by this
Agreement must be in writing and shall be deemed to be properly given when
delivered in person to an officer of the other party, when deposited in the
United States mail for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for transmittal, or
when sent by facsimile transmission charges prepared, provided that the
communication is addressed to the parties as first set forth above or to such
other person or address designated by Client or Consultant to receive notice.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

IMAGING DIAGNOSTIC SYSTEMS, INC. GLOBAL FINANCIAL PRESS, INC.

BY: /S/ ALLAN L. SCHWARTZ, BY: /S/PHILIP KENDALL
EXECUTIVE VICE PRESIDENT
Title: __________________________

PROFESSIONAL CONSULTING AGREEMENT

THIS PROFESSIONAL CONSULTING AGREEMENT is made this ____ day of
December 1998, by and between Har-Les Tool, Inc., 4782 NE 11th Avenue, Ft.
Lauderdale, Florida 33334 ("Consultant"), and Imaging Diagnostic Systems, Inc.
("Client"), a Florida corporation with principal offices located at 6531 NW 18th
Court, Plantation, Florida 33313.

WHEREAS, Consultant renders prototype design consulting; and

WHEREAS, Consultant has provided and Client wishes to enlist Consultant
to provide such services, and Consultant and Client wish to formalize in a
written agreement the terms and conditions under which consultant has and will
provide such services to Client;

NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:

1. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant has provided since
January 1, 1998 and will continue to provide prototype design consultation with
respect to the Client's products and proposed products on an "as-needed basis"
as requested by the Client, in consideration of the compensation provided under
this Agreement.

2. COMPENSATION FOR SERVICES. In consideration of Consultant's
provision of the past and future services provided and to be provided as more
fully described in paragraph 1, Client's Board of Directors shall initially
authorize the issuance of 113,200 shares of the Company's Common Stock
("Shares") to be registered pursuant to an S-8 Registration Statement.
Consultant shall invoice Client for work performed and Client shall deliver to
Consultant that number of Shares, determined by valuation of the common stock at
$.50 per share (the "Valuation"). Consultant shall invoice Client for work
performed and Client shall deliver to Consultant that number of Shares, based on
the Valuation, equal to the amount invoiced.

3. TERM AND TERMINATION. This Agreement shall become effective as of
January 1, 1998, and shall remain in effect eighteen months from that date
("Expiration Date"). Client and Consultant may mutually agree to extend the
Agreement for an additional period. In the absence of such an agreement, this
Agreement shall automatically terminate upon the Expiration Date.

<PAGE>

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF
ANY FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES
HEREUNDER.

(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.

2
<PAGE>

6. MISCELLANEOUS.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

IMAGING DIAGNOSTIC SYSTEMS, INC. HAR-LES TOOL, INC.

BY: /S/ ALLAN L. SCHWARTZ, BY: /S/ EMIL MACK/S/
EXECUTIVE VICE PRESIDENT

Title: _____________________________

PROFESSIONAL CONSULTING AGREEMENT

THIS PROFESSIONAL CONSULTING AGREEMENT is made this ____ day of
December 1998, by and between Matrix Composites, Inc., 1240B Clearmont St. NE,
Unit 3, Palm Bay, Florida 32905 ("Consultant"), and Imaging Diagnostic Systems,
Inc. ("Client"), a Florida corporation with principal offices located at 6531 NW
18th Court, Plantation, Florida 33313.

WHEREAS, Consultant renders prototype design consulting; and

NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:

1. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant has provided since
September 1, 1998 and will continue to provide prototype design consultation
with respect to the Client's products and proposed products on an "as-needed
basis" as requested by the Client, in consideration of the compensation provided
under this Agreement.

2. COMPENSATION FOR SERVICES. In consideration of Consultant's
provision of the past and future services provided and to be provided as more
fully described in paragraph 1, Client's Board of Directors shall initially
authorize the issuance of 73,400 shares of the Company's Common Stock ("Shares")
to be registered pursuant to an S-8 Registration Statement. Consultant shall
invoice Client for work performed and Client shall deliver to Consultant that
number of Shares, determined by valuation of the common stock at $.50 per share
(the "Valuation"). Consultant shall invoice Client for work performed and Client
shall deliver to Consultant that number of Shares, based on the Valuation, equal
to the amount invoiced.

3. TERM AND TERMINATION. This Agreement shall become effective as of
September 1, 1998 above, and shall remain in effect twelve months from that date
("Expiration Date"). Client and Consultant may mutually agree to extend the
Agreement for an additional period. In the absence of such an agreement, this
Agreement shall automatically terminate upon the Expiration Date.

<PAGE>

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF
ANY FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES
HEREUNDER.

(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.

2
<PAGE>

6. MISCELLANEOUS.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

IMAGING DIAGNOSTIC SYSTEMS, INC. MATRIX COMPOSITES, INC..

By: /s/ Allan L. Schwartz, By: /s/ David A. Nesbitt, Jr.
Executive Vice President

Title: _____________________________

CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this _______ day
of December, 1998, by and between Richey & Diaz, LLC. with principal offices
located at 3450 First Union Financial Center 200 S. Biscayne Blvd., Miami,
Florida 33131-2303 ("Consultant") and Imaging Diagnostic Systems, Inc.
("Client"), a Florida corporation with principal offices located at 6531 NW 18th
Court, Plantation, Florida 33313.

WHEREAS, Consultant has experience in providing legal and litigation
advice for private and public companies; and

WHEREAS, Client has retained and desires to continue to retain the
services of Consultant and Consultant desires to serve Client on the terms and
conditions set forth below.

NOW THEREFORE, in consideration of the mutual promises contained
herein, the benefits to be derive by each party hereunder, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
expressly acknowledged, Consultant and Client agree as follows:

1. ENGAGEMENT. Client hereby engages Consultant to provide Client with
services (as defined below), effective as of October 1, 1997, and continuing
through the Initial Consulting Period (as defined below).

2. SCOPE OF SERVICES TO BE PROVIDED. Consultant hereby accepts the
engagement on the terms and conditions set forth in the Agreement, and agrees to
provide the consulting services, which shall consist of but not be limited to:

A. Providing advice and analysis to Client in connection with
legal and litigation matters.

B. Assist Client in resolving litigation matters.

THIS AGREEMENT SHALL EXPRESSLY EXCLUDE MATTERS RELATING TO CAPITAL RAISING
ASSISTANCE.

3. TERM. This Agreement shall have an initial term of 18 months
effective as of October 1, 1997 (the "Initial Consulting Period"); thereafter,
this Agreement will automatically be extended on a month to month basis (the
"Extension Period"), subject to mutually agreed upon compensation, unless
Consultant or Client serve written notice on the other party terminating the
Agreement; provided, however, that Consultant and Client shall agree in writing
as Consultant's continuing compensation. Notice to terminate shall be in writing
and shall be delivered at least ten (10) days prior to the end of the Initial
Consulting Period or any subsequent Extension Period as provided herein. In the
event of termination pursuant to this Paragraph 3, neither party shall have any
further rights or obligation hereunder after the effective date of termination,
except that the obligation of Client to pay fees earned and to reimburse costs
and expenses of Consultant incurred prior to the effective date of termination
in performance of the services shall continue until such fees, costs and
expenses are paid in full by Client.

4. TIME AND EFFORT OF CONSULTANT. Consultant shall devote that amount
of working time, as necessary, on a weekly basis, to fulfill its obligations
under this Agreement. The particular amount of time may vary from day to day or
week to week. Consultant agrees that it will at all times, faithfully and to the
best of its experience, ability and talents, perform all the duties required of
it under this Agreement.

5. COMPENSATION. Compensation to be paid to Consultant for the services
provided under this Agreement shall be in the form of the Client's common shares
of stock ("Shares"), in lieu of cash, determined by valuation of the common
stock at $.50 per share (the "Valuation"). Consultant shall invoice Client for
work performed and Client shall have the option to deliver to Consultant that
number of Shares, based on the Valuation, equal to the amount invoiced or to pay
the invoiced amount in cash.

6. REGISTRATION OF CLIENT'S SHARES. Immediately following the execution
date hereof, Client will register the Shares with the SEC under an S-8
registration statement. At Client's sole discretion, the Shares may be issued or
reserved for issuance prior to registration in reliance on exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 (the "Act"),
Regulation D of the Act, and applicable state securities laws. Such issuance on

<PAGE>

reservation shall be in reliance on representations and warranties of Consultant
set forth in Paragraph 14(C) below.

7. COSTS AND EXPENSES. Any expenses incurred by Consultant in carrying
out the services set forth under this Agreement with the prior written approval
of Client shall be reimbursed by Client within thirty (30) days written notice
by Consultant. Unless otherwise agreed and approved in writing in advance, all
expenses, filing fees, copy and mailing expenses incurred by Consultant
performing the services under this Agreement are the responsibility of
Consultant.

8. PLACE OF SERVICES. The services provided by Consultant hereunder
will be performed primarily through Consultant's office, except as otherwise
mutually agreed by Consultant and Client. It is understood and expected that
Consultant may make contacts with persons and entities and perform services in
other locations as deemed appropriate and directed by Client.

9. INDEPENDENT CONTRACTOR. Consultant will act as an independent
contractor in the performance of duties under this Agreement. Accordingly,
Consultant will be responsible for payment of all federal, state and local taxes
on compensation paid under this Agreement, including income and social security
taxes, unemployment insurance, and any other taxes or business license fees as
may be required.

10. NO AGENCY EXPRESSED OR IMPLIED. This Agreement neither expressly
nor impliedly creates a relationship or principal agent between Consultant and
Client. Consultant is not authorized to enter into any agreements on behalf of
Client. Client expressly retains the right to approve, in its sole discretion,
any and all transactions introduced by Consultant (if any), and to make all
final decisions with respect to activities undertaken by Consultant related to
this Agreement.

11. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Consultant
agrees that non-public information concerning the finances, plans, strategies
and overall business operations of Client is highly confidential and proprietary
to Client ("Confidential Information"). This Confidential Information includes,
but is not limited to, the following:

A. Non-public information related to the business operations,
including financial and accounting information, plans of operations, and
potential mergers or acquisitions prior to the public announcement of Client;

B. Customer lists, call lists and other non-public customer
data of Client;

C. Memoranda, notes, records, sketches, plans, drawings and
any media used to store, communicate, transmit, record or embody such
Confidential Information of Client;

D. Information treated, marked, or otherwise identified by
Client as confidential or as trade secrets. Consultant acknowledges that such
Confidential Information represents legitimate, valuable and protected interest
of Client and gives Client a competitive advantage, which would otherwise be
lost if the Confidential Information was improperly disclosed. Consultant
further acknowledges that unauthorized or improper disclosure or use of
Confidential Information would cause Client irreparable harm and injury.
Consultant therefore agrees that, in perpetuity or for as long as the
Confidential Information remains confidential, it will not disclose or threaten
to disclose the Confidential Information to any person, partnership, company,
corporation, or to any other business or governmental organization or agency
without the express written consent of Client, as the case may be. Consultant
further agrees not to use or threaten to use the Confidential Information in any
way that is not specifically authorized by, or otherwise contrary to the
interest of Client, as the case may be. Consultant agrees that unauthorized
disclosure or use of Confidential Information constitutes misappropriation of
trade secrets and Confidential Information. Consultant further agrees that all
ownership rights to the Confidential Information are held or retained by Client
as the case may be, and that no right of ownership shall pass to Consultant by
virtue of this Agreement or the services provided hereunder.

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<PAGE>

12. TERMINATION.

A. TERMINATION FOR CAUSE. The Client, may at its option,
terminate this Agreement by giving written notice of termination to Consultant
without prejudice to any other remedy to which the Client may be entitled either
at law, in equity, or under this Agreement, if Consultant:

i. Neglects or willfully breaches the duties that
Consultant is required to perform under the terms of
this Agreement;
ii. Fails to promptly comply with and carry out all
directives of Client's Board of Directors;

iii. Commits any dishonest or unlawful act, in the judgment of
Client's Board of Directors;

iv. Engages in any conduct that disrupts the business of
Client or any entity affiliated with Client; v. If found
to have engaged in conduct, prior to or subsequent to the
date hereof, that may preclude client from obtaining any
local, state or federal regulatory approval of Client's
licenses or application of any required in Clients
business.

B. TERMINATION OTHER THAN FOR CAUSE. This Agreement shall
terminate immediately on the occurrence of any of the following events:

i. The occurrence of circumstances, in the judgment of
Client's Board of Directors, that makes it impracticable
for Client to continue in its present line(s) of
business;

ii. The decision of and upon notice by Consultant to
voluntarily terminate this Agreement;

iii. If either party files a petition in a court of
bankruptcy or is adjudicated as bankrupt;

iv. If either party institutes or has instituted against
it any bankruptcy proceeding for reorganization for
rearrangement of the party's financial affairs;

v. If either party has a receiver of the party's assets
or property appointed because of insolvency; vi. if
either party makes a general assignment for the benefits
of creditors; or vii if either party otherwise becomes
insolvent or unable to timely satisfy all obligations in
the ordinary course of business.

C. EFFECT OF TERMINATION ON COMPENSATION. In the event of the
termination of this Agreement for other than cause prior to the completion of
the Initial Consulting Period, Consultant shall be entitled to the compensation
earned prior to the date of termination as provided for in this Agreement,
computed pro rata up to and including that date. Consultant shall be entitled to
no further compensation after the date of termination.

13. REPRESENTATIONS AND WARRANTIES OF CLIENT. Client represents and
warrants to Consultant that:

A. CORPORATE EXISTENCE. Client is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida with corporate power to own property and carry on its business as it is
now being conducted.

B. FINANCIAL INFORMATION. Client has or will cause to be
delivered concurrently with the execution of this Agreement, copies of the
Disclosure Documents (as defined in Paragraph 14(D)(i) which accurately sets
forth the financial condition of Client as of the respective dates of such
documents.

C. NO CONFLICT. This Agreement has been duly executed by
Client and the execution and performance of this Agreement will not violate or
result in a breach of, or constitute a default in any agreement, instrument,
judgment, decree or order to which Client is a party or to which Client is
subject, nor will such execution and performance constitute a violation or
conflict of any fiduciary duty to which Client is subject.

D. FULL DISCLOSURE. The information concerning Client provided
to Consultant pursuant to this Agreement is, to the best of Clients knowledge
and belief, complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.

E. DATE OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of Client set forth in this Agreement is true and
correct at and as of the date of execution of this Agreement.

14. REPRESENTATIONS AND WARRANTIES OF CONSULTANT. Consultant represents
and warrants to client that:

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<PAGE>

A. PRIOR EXPERIENCE. Consultant has experience in the area of
securities and corporate law including mergers, acquisitions, and corporate
finance and is currently providing some, if not all, of the services
contemplated by this Agreement for the benefit of the Client.

B. NO CONFLICT. This Agreement has been duly executed by
Consultant and the execution and performance of this Agreement will not violate,
or result in a breach of, or constitute a default in any agreement, instrument,
judgment, decree or order to which Consultant is a party or to which Consultant
is subject, nor will such execution and performance constitute a violation or
conflict of any fiduciary duty to which Consultant is subject.

15. INDEMNIFICATION. Client and Consultant agree to indemnify, defend
and hold each other harmless from and against all demands, claims, actions
losses, damages, liabilities, costs and expenses, including without limitation,
interest, penalties and attorney's fees and expenses asserted against or imposed
or incurred by either party of or resulting from a breach of any representation,
warranty, covenant, condition or agreement of the other party to this Agreement.

16. AGREEMENT DOES NOT CONSTITUTE CORRUPT PRACTICE-DOMESTIC OR FOREIGN.
Any and all payments under this Agreement constitute compensation for services
performed and to be performed. This Agreement and all payments and the use of
payments by Consultant do not and shall not constitute and offer payment or
promise or authorization of payment of any money or gift to an official or
political party of, or candidate for political office within or outside the
United States. These payments may not be used to influence any act or decision
of any official, party or candidate to use his/her/its influence with a
government to assist Client in obtaining, retaining or directing business to
Client, or any office or employee of a government or any person acting in an
official capacity for or on behalf of any government; the term "government'
includes any department, agency or instrumentality of a government.

17. INSIDE INFORMATION - SECURITIES LAWS VIOLATIONS. In the course of
the performance of his duties, Consultant may become aware of information which
may be considered "Inside Information" within the meaning of the Federal
Securities Laws, Rules and Regulations. Consultant acknowledges that its use of
such information to purchase or sell securities of Client, or its affiliates, or
to transmit such information to any other party with a view to buy, sell or
otherwise deal in the securities of Client or its affiliates, is prohibited by
law and would constitute a breach of this Agreement and notwithstanding the
provision of this Agreement, will result in the immediate termination of the
Agreement. Consultant agrees to abide by standards of the corporation pertaining
to Inside Information as provided by Client.

18. NON-EXCLUSIVE SERVICES. Client agrees that the services to be
provided herein are not exclusive. Consultant shall be free to render services
of the same nature or of a similar nature to any other individual or entity
during the term hereof, without the written consent of Client. Consultant
understands and agrees that Client shall not be prevented or barred from
retaining other persons or entities to provide services of the same nature or
similar nature as those provided by Consultant.

19. SPECIFIC PERFORMANCE. Consultant and Client acknowledge that in the
event of a breach of this Agreement by either party, money damages would be
inadequate and the non-breaching party would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance. Such
remedy, however, shall be cumulative as non-exclusive and shall be in addition
to any other remedy to which the parties may be entitled.

20. MISCELLANEOUS.

A. SUBSEQUENT EVENTS. Consultant and Client each agree to
notify the other party if, subsequent to the date of this Agreement, either
party incurs obligations which could compromise their efforts and obligations
under this Agreement.

B. AMENDMENT. This Agreement may be amended or modified at any
time and in any manner only by an instrument, in writing, executed by the
parties hereto.

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<PAGE>

C. FURTHER ACTIONS AND ASSURANCES. At any time and from time
to time, each party agrees, at its or their expenses, to take actions and to
execute and deliver documents as may be reasonably necessary to effectuate the
purpose of this Agreement.

D. WAIVER. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owed. The failure of
any party to this Agreement to enforce at any time any of the provisions of this
Agreement shall in no way be construed to be a waiver of any such provision or a
waiver of the right of such party thereafter to enforce any such provision. No
waiver of any breach of or non-compliance with this Agreement shall be held to
be a waiver of any other or subsequent breach or non-compliance.

E. ASSIGNMENT. Subject to Paragraph 20(O) below, neither this
Agreement nor any right created by it shall be assignable by either party
without the prior written consent of the other.

F. NOTICES. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be deemed to be
properly given when delivered in person to an officer of the other party, when
deposited in the United States mail for transmittal by certified or registered
mail, postage prepaid, or when deposited with a public telegraph company for
transmittal, or when sent by facsimile transmission charges prepared, provided
that the communication is addressed:

i. In the case of Consultant:
Richey & Diaz, LLC.
3450 First Union Financial Center
200 S. Biscayne Blvd.
Miami, Florida 33131-2303

ii In the case of Client:
Imaging Diagnostic Systems, Inc.
6531 NW 18th Court
Plantation, Florida 33313.

or to such other person or address designated by Client or Consultant to receive
notice.

G. HEADINGS. The paragraph and subparagraph heading in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

H. GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Florida and shall be governed by the laws of the
State of Florida, notwithstanding any conflict of law provision to the contrary.

I. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

J. BINDING EFFECT. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.

K. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the parties relating to the
subject matter of this Agreement. No oral understandings, statements, promises
or inducements contrary to the terms of this Agreement exist. No
representations, warranties, covenants or conditions, express or implied, other
than as set forth herein, have been made by any party.

L. SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full force and
effect.

M. FACSIMILE COUNTERPARTS. A facsimile, telecopy, or other
reproduction of this Agreement may be executed by one or more parties hereto and
such executed copy may be delivered by facsimile of similar instantaneous
electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this Agreement as well as
any facsimile, telecopy or other reproduction hereof.

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<PAGE>

N. TERMINATION OF ANY PRIOR AGREEMENTS. Effective the date
hereof, all prior rights of Consultant relating to the accrual or payment of any
form of compensation or other benefits from Client based upon any agreements
other than this Agreement, whether written or oral, entered into prior to the
date hereof, are hereby terminated.

O. CONSOLIDATION OR MERGER. Subject to the provisions of
Paragraph 12 hereof, in the event of a sale of the stock, or substantially all
of the stock of Client, or consolidation or merger of Client with or into
another corporation or entity, or the sale of substantially all of the operating
assets of the Client to another corporation, entity or individual. Client may
assign its rights and obligations under this Agreement to its
successor-in-interest and such successor-in-interest shall be deemed to have
acquired all rights an assumed all obligations of Client hereunder; provided,
however, that in no event shall the duties and services of Consultant provided
for in Paragraph 2, hereof, or the responsibilities, authority of powers
commensurate therewith, change in any material respect as a result of such sale
of stock, consolidation, merger or sale of assets.

P. TIME IS OF THE ESSENCE. Time is of the essence of this
Agreement and of each and every provision hereof.

Q. ARBITRATION. Except for injunctive relief or specific
performance contemplated by Paragraph 19, any dispute, claim or controversy
arising from this Agreement shall be settled in binding arbitration before the
Commercial Rules of the American Arbitration Association. Venue for such
proceeding shall be in Fort Lauderdale, Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.

CONSULTANT

RICHEY & DIAZ, LLC.

By: /s/ William L. Richey, President

CLIENT

IMAGING DIAGNOSTIC SYSTEMS, INC.

By: /s/ Allan L. Schwartz, Executive Vice President

PROFESSIONAL CONSULTING AGREEMENT

THIS PROFESSIONAL CONSULTING AGREEMENT is made this ____ day of
December 1998, by and between Academy Design & Technical Services, Inc., 1303 N.
State Road 7, STE B3, Margate, Florida 33063 ("Consultant"), and Imaging
Diagnostic Systems, Inc. ("Client"), a Florida corporation with principal
offices located at 6531 NW 18th Court, Plantation, Florida 33313.

WHEREAS, Consultant renders risk management, GMP compliance and,
technical manual consulting services; and

NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:

1. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant has provided since
January 1, 1998 and will continue to provide risk management, GMP compliance and
technical manual consulting services with respect to the Client's products and
proposed products on an "as-needed basis" as requested by the Client, in
consideration of the compensation provided under this Agreement.

2. COMPENSATION FOR SERVICES. In consideration of Consultant's
provision of the past and future services provided and to be provided as more
fully described in paragraph 1, Client's Board of Directors shall initially
authorize the issuance of 88,400 shares of the Company's Common Stock ("Shares")
to be registered pursuant to an S-8 Registration Statement. Consultant shall
invoice Client for work performed and Client shall deliver to Consultant that
number of Shares, determined by valuation of the common stock at $.50 per share
(the "Valuation"). Consultant shall invoice Client for work performed and Client
shall deliver to Consultant that number of Shares, based on the Valuation, equal
to the amount invoiced.

<PAGE>

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF
ANY FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES
HEREUNDER.

(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.

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<PAGE>

6. MISCELLANEOUS.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

IMAGING DIAGNOSTIC SYSTEMS, INC. ACADEMY DESIGN & TECHNICAL SERVICES, INC.

BY: /S/ ALLAN L. SCHWARTZ, BY: /S/ THOMAS R. SCHOLAR
EXECUTIVE VICE PRESIDENT

Title: _________________________

PROFESSIONAL CONSULTING AGREEMENT

THIS PROFESSIONAL CONSULTING AGREEMENT is made this ____ day of
December 1998, by and between Richard Morefield, 941 NW 7th Street, Boca Raton
Fl. 33486 ("Consultant"), and Imaging Diagnostic Systems, Inc. ("Client"), a
Florida corporation with principal offices located at 6531 NW 18th Court,
Plantation, Florida 33313.

WHEREAS, Consultant renders video production consulting services; and

NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:

1. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant has provided since
August 1, 1998 and will continue to provide risk management, GMP compliance and
technical manual consulting services with respect to the Client's products and
proposed products on an "as-needed basis" as requested by the Client, in
consideration of the compensation provided under this Agreement.

2. COMPENSATION FOR SERVICES. In consideration of Consultant's
provision of the past and future services provided and to be provided as more
fully described in paragraph 1, Client's Board of Directors shall initially
authorize the issuance of 2,300 shares of the Company's Common Stock ("Shares")
to be registered pursuant to an S-8 Registration Statement. Consultant shall
invoice Client for work performed and Client shall deliver to Consultant that
number of Shares, determined by valuation of the common stock at $.50 per share
(the "Valuation"). Consultant shall invoice Client for work performed and Client
shall deliver to Consultant that number of Shares, based on the Valuation, equal
to the amount invoiced.

3. TERM AND TERMINATION. This Agreement shall become effective as of
August 1, 1998, and shall remain in effect eighteen months from that date
("Expiration Date"). Client and Consultant may mutually agree to extend the
Agreement for an additional period. In the absence of such an agreement, this
Agreement shall automatically terminate upon the Expiration Date.

<PAGE>

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF
ANY FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES
HEREUNDER.

(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.

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<PAGE>

6. MISCELLANEOUS.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

IMAGING DIAGNOSTIC SYSTEMS, INC.

BY: /S/ ALLAN L. SCHWARTZ, /S/ RICHARD MOREFIELD
EXECUTIVE VICE PRESIDENT

PROFESSIONAL CONSULTING AGREEMENT

THIS PROFESSIONAL CONSULTING AGREEMENT is made this ____ day of
December 1998., by and between Transmedia Consultants, Inc 6001 Broken Sound
Parkway NW, Suite 414, Boca Raton, Florida 33487 ("Consultant"), and Imaging
Diagnostic Systems, Inc. ("Client"), a Florida corporation with principal
offices located at 6531 NW 18th Court, Plantation, Florida 33313.

WHEREAS, Consultant renders corporate finance services designed to
heighten public awareness of the business conducted and performance results
achieved by specified companies, which services consist primarily of organizing
and assembling information provided to the Consultant by the company in a format
which profiles the company and which is conducive to dissemination in
appropriate information channels and networks, and disseminating such
information; and

WHEREAS, Consultant has provided and Client wishes to enlist Consultant
to provide such services, and to distribute such information and Consultant and
Client wish to formalize in a written agreement the terms and conditions under
which consultant has and will provide such services to Client;

NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:

1. INFORMATION TO BE FURNISHED BY CLIENT. Client shall furnish
Consultant with current public information about Client, including any and all
statements and reports filed by Client with the United States Securities and
Exchange Commission, its most recent Annual Report to Shareholders and shall
also provide any other public information reasonable requested by Consultant
("Client Information"). Client shall not provide to Consultant any confidential
or nonpublic information concerning Client, and any and all information
concerning Client provided to Consultant by Client shall be deemed
nonconfidential and public.

2. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant has provided since
July 1, 1998 and will continue to provide corporation public relation advice and
consultation to Client on an "as-needed basis" as requested by the Client, in
consideration of the compensation provided under this Agreement.

3. COMPENSATION FOR SERVICES. In consideration of Consultant's
provision of the past and future services provided and to be provided as more
fully described in paragraph 2, Client's Board of Directors shall initially
authorize the issuance of 21,900 shares of the Company's Common Stock ("Shares")
to be registered pursuant to an S-8 Registration Statement. Consultant shall
invoice Client for work performed and Client shall deliver to Consultant that
number of Shares, determined by valuation of the common stock at $.50 per share
(the "Valuation"). Consultant shall invoice Client for work performed and Client
shall deliver to Consultant that number of Shares, based on the Valuation, equal
to the amount invoiced.

4. TERM AND TERMINATION. This Agreement shall become effective as July
1, 1998, and shall remain in effect twelve months from that date ("Expiration
Date"). Client and Consultant may mutually agree to extend the Agreement for an
additional period. In the absence of such an agreement, this Agreement shall
automatically terminate upon the Expiration Date.

5. REIMBURSEMENT FOR EXPENSES. Consultant shall receive reimbursement
for reasonable expenses and costs from Client in cash no later than 30 days
after Consultant presents valid invoices or receipts for such expenses.

6. REPRESENTATIONS AND WARRANTIES. Consultant represents and warrants
that services to be provided and materials to be produced or developed by
Consultant under this Agreement will be performed, produced, or developed by
competent, trained personnel in a workmanlike manner. Consultant and its
personnel shall comply with all applicable statues, rules and regulations
governing all aspects of the services to be performed under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information is accurate and complete.
Client understands and acknowledges that Consultant cannot guarantee that the

<PAGE>

services provided hereunder will achieve any particular objective or fulfill any
specified goals. Client further understands and acknowledges that Consultant is
not registered or licensed as an investment advisor, financial planner, or
broker/dealer, nor is Consultant licensed as principal or representative of any
of the foregoing and that, by entering into this Agreement, Consultant is not
undertaking to provide, nor will Consultant provide, any services that require
any such registration or licensing. OTHER THAN THE FOREGOING EXPRESS WARRANTIES,
CONSULTANT MAKES NO WARRANTIES WITH RESPECT TO THE QUALITY OF THE GOODS AND
SERVICES TO BE PROVIDED HEREUNDER OR ANY RESULTS TO BE ACHIEVED, AND HEREBY
EXPRESSLY DISCLAIMS THE EXISTENCE OF ANY SUCH REPRESENTATIONS AND WARRANTIES,
INCLUDING WITHOUT LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. CONSULTANT SHALL HAVE NO LIABILITY FOR ANY
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF
ANY FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES
HEREUNDER.

(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.

The representations, warranties, and agreements contained herein shall
survive the delivery of, and payment for, the Shares.

- --------------------------------------------------------------------------------
FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER
THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS
PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.

2
<PAGE>

7. MISCELLANEOUS.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

IMAGING DIAGNOSTIC SYSTEMS, INC. TRANSMEDIA CONSULTANTS, INC.

BY: /S/ ALLAN L. SCHWARTZ, BY: /S/ TOM MADDEN
EXECUTIVE VICE PRESIDENT
Title: ____________________________

PROFESSIONAL CONSULTING AGREEMENT

THIS PROFESSIONAL CONSULTING AGREEMENT is made this ______ day of December 1998,
by and between Wayne Coleson ("Consultant"), and Imaging Diagnostic Systems,
Inc. ("Client"), a Florida corporation with principal offices located at 6531 NW
18th Court, Plantation, Florida 33313.

WHEREAS, Consultant renders and has rendered corporate, finance, public
relations and other consulting services to the Company, and

WHEREAS, Client wishes to retain Consultant to provide such services, and
Consultant and Client wish to formalize in a written agreement the terms and
conditions under which consultant will provide such services to Client;

NOW, THEREFORE, for the mutual promises and other consideration described
herein, the parties hereto agree as follows:

1. INFORMATION TO BE FURNISHED BY CLIENT. Client shall furnish Consultant with
current public information about Client, including any and all statements and
reports filed by Client with the United States Securities and Exchange
Commission, its most recent Annual Report to Shareholders and shall also provide
any other public information reasonably requested by Consultant to assist
Consultant in providing services to Client ("Client Information").

2. SERVICES PROVIDED AND TO BE PROVIDED BY CONSULTANT. Consultant has provided
since November 1998, and will continue to provide, for the term of this
Agreement, corporate, finance, public relation and other advice and consultation
to Client as requested by the Client in consideration of the compensation
provided under this Agreement. As part of its duties, the Consultant has and
shall, on request of the Company, provide advice and guidance in the following
areas:

a. Assist the Company in long-term financial planning, corporate
reorganization and expansion;

b. Advise the Client about operational and structural
considerations with regard to the company's existing
resources and potential growth requirements.

c. Advise the Client regarding the feasibility of financial and
operational considerations connected with the proposed
projects.

d. Attend the RSNA on behalf of the Client.

e. Perform such other lawful consulting and advisory services
relating to such aspects of the Client, its management,
operation and development or otherwise as the principal
executive, financial, sales and/or operating officer(s) of the
Client may reasonably request consistent with the provisions
of this Agreement (hereafter collectively referred to as the
"Services").

f. Notwithstanding anything herein to the contrary, Consultant
shall not provide services pursuant to this Agreement in
connection with the offer or sale of securities or other
capital-raising transaction.

Consultant will provide such assistance on an as-needed basis at the request of
the Company's president or other officers. Consultant will respond to all
telephone calls from the aforementioned persons within a time period of 24 hours
from the time the call was placed. In addition, Consultant will attend board of
directors' and committee meetings as a guest and meet with management from time
to time, if requested by the Company to do so.

3. COMPENSATION FOR SERVICES. In consideration of Consultant's provision of past
and future services described in paragraph 2, Client's Board of Directors shall
authorize the issuance of 100,000 shares of the Company's Common Stock
("Shares") to be registered pursuant to an S-8 Registration Statement.

4. TERM AND TERMINATION. This Agreement shall become effective as of November 1,
1998, and shall remain in effect for one year. Client and Consultant may
mutually agree to extend this Agreement for an additional period.

<PAGE>

5. REIMBURSEMENT FOR EXPENSES. Consultant shall bear all of its expenses and
costs without reimbursement from Client.

6. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that the
Consultant shall be an independent contractor, and not an employee of the
Client. Consultant shall not have the authority to act as the agent of the
Client, except when such authority is specifically delegated to Consultant
herein or by any officer of the Client. Subject to the express provisions
herein, the manner and means utilized by Consultant in the performance of
Consultant's Services hereunder shall be the sole control of the Consultant.

7. REPRESENTATIONS AND WARRANTIES.

a. Consultant represents and warrants that services to be provided and
materials to be produced or developed by Consultant under this Agreement will be
performed, produced, or developed by competent, trained personnel in a
workmanlike manner. Consultant and its personnel shall comply with all
applicable statues, rules and regulations governing all aspects of the services
to be performed under this Agreement; provided that, as described in paragraph 1
of this Agreement, Client shall be fully responsible to assure all Client
Information is accurate and complete. Client understands and acknowledges that
Consultant cannot guarantee that the services provided hereunder will achieve
any particular objective or fulfill any specified goals. Client further
understands and acknowledges that Consultant is not registered or licensed as an
investment advisor, financial planner, or broker/dealer, nor is Consultant
licensed as principal or representative of any of the foregoing and that, by
entering into this Agreement, Consultant is not undertaking to provide, nor will
Consultant provide, any services that require any such registration or
licensing. OTHER THAN THE FOREGOING EXPRESS WARRANTIES, CONSULTANT MAKES NO
WARRANTIES WITH RESPECT TO THE QUALITY OF THE GOODS AND SERVICES TO BE PROVIDED
HEREUNDER OR ANY RESULTS TO BE ACHIEVED, AND HEREBY EXPRESSLY DISCLAIMS THE
EXISTENCE OF ANY SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT
LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. CONSULTANT SHALL HAVE NO LIABILITY FOR ANY INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF ANY
FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES HEREUNDER.

2
<PAGE>

(iv) I have had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (e) hereof.

The representations, warranties and agreements contained herein shall
survive the delivery of, and payment for, the Shares.
- --------------------------------------------------------------------------------
FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER
THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS
PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.

8. MISCELLANEOUS.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

IMAGING DIAGNOSTIC SYSTEMS, INC.

By: /s/ Linda B. Grable, President /s/Wayne Coleson

CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this 10th day of December,
1998, by and between Lerner & Pearce, P.A., with offices at 2888 East Oakland
Park Boulevard, Fort Lauderdale, Florida 33306 ("Consultant") and Imaging
Diagnostic Systems, Inc. ("Client"), a Florida corporation with principal
offices located at 6531 NW 18th Court, Plantation, Florida 33313.

WHEREAS, Consultant has experience in providing corporate and
securities advice for emerging private and public companies; and

WHEREAS, Consultant has been engaged for litigation services by Client
on October 26, 1998; and

WHEREAS, Client has retained and desires to continue to retain the
services of Consultant and Consultant desires to serve Client on the terms and
conditions set forth below.

1. ENGAGEMENT. Client hereby engages Consultant to provide Client with
services (as defined below), effective as of August 1, 1998 and continuing
through the Initial Consulting Period (as defined below).

A. Providing representation involving Client's current
litigation under the engagement letter of October 26, 1998 (said letter
incorporated herein by reference);

B. Providing advice and analysis to Client in connection with
mergers, acquisitions and other strategic business opportunities.

C. Assist Client with matters relative to regulatory agencies,
I.E. United States Securities and Exchange Commission ("SEC"), National
Association of Securities Dealers ("NASD"), Florida Division of Securities
("FDS"), ETC. including filings, disclosure, press releases, listing
requirements and the like. THIS AGREEMENT SHALL EXPRESSLY EXCLUDE MATTERS
RELATING TO CAPITAL RAISING ASSISTANCE.

3. TERM. This Agreement shall have an initial term of six (6) months
commencing August 1, 1998 (the "Initial Consulting Period"); thereafter, this
Agreement will automatically be extended on a month to month basis (the
"Extension Period"), subject to mutually agreed upon compensation, unless
Consultant or Client serve written notice on the other party terminating the
Agreement; provided, however, that Consultant and Client shall agree in writing
as to Consultant's continuing compensation. Notice to terminate shall be in
writing and shall be delivered at least ten (10) days prior to the end of the
Initial Consulting Period or any subsequent Extension Period as provided herein.
In the event of termination pursuant to this Paragraph 3, neither party shall
have any further rights or obligation hereunder after the effective date of
termination, except that the obligation of Client to pay fees earned and to
reimburse costs and expenses of Consultant incurred prior to the effective date
of termination in performance of the services shall continue until such fees,
costs and expenses are paid in full by Client.

<PAGE>

reserved for issuance prior to registration in reliance on exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 (the "Act"),
Regulation D of the Act, and applicable state securities laws. Such issuance on
reservation shall be in reliance on representations and warranties of Consultant
set forth in Paragraph 14(C) below.

B. Customer lists, call lists and other non-public customer
data of Client;

C. Memoranda, notes, records, sketches, plans, drawings and
any media used to store, communicate, transmit, record or embody such
Confidential Information of Client;

12. TERMINATION.

i. Neglects or willfully breaches the duties that
Consultant is required to perform under the terms of this
Agreement;

ii. Fails to promptly comply with and carry out all
directives of Client's Board of Directors;

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<PAGE>

iii. Commits any dishonest or unlawful act, in the
judgment of Client's Board of Directors;

iv. Engages in any conduct that disrupts the business of
Client or any entity affiliated with Client;

v. If found to have engaged in conduct, prior to or
subsequent to the date hereof, that may preclude client
from obtaining any local, state or federal regulatory
approval of Client's licenses or application of any
required in Clients business.

B. TERMINATION OTHER THAN FOR CAUSE. This Agreement shall
terminate immediately on the occurrence of any of the following events:

i. The occurrence of circumstances, in the judgment of
Client's Board of Directors, that makes it impracticable
for Client to continue in its present line(s) of
business;

ii. The decision of and upon notice by Consultant to
voluntarily terminate this Agreement;

iii. If either party files a petition in a court of
bankruptcy or is adjudicated as bankrupt;

iv. If either party institutes or has instituted against
it any bankruptcy proceeding for reorganization for
rearrangement of the party's financial affairs;

C. EFFECT OF TERMINATION ON COMPENSATION. In the event of the
termination of this Agreement for other than cause prior to the completion of
the Initial Consulting Period, Consultant shall be entitled to the compensation
earned and to the rights under the option vesting prior to the date of
termination as provided for in this Agreement, computed pro rata up to and
including that date. Consultant shall be entitled to no further compensation
after the date of termination.

13. REPRESENTATIONS AND WARRANTIES OF CLIENT. Client represents and
warrants to Consultant that:

E. DATE OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of Client set forth in this Agreement is true and
correct at and as of the date of execution of this Agreement.

14. REPRESENTATIONS AND WARRANTIES OF CONSULTANT. Consultant represents
and warrants to client that:

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<PAGE>

20. MISCELLANEOUS.

B. AMENDMENT. This Agreement may be amended or modified at any
time and in any manner only by an instrument, in writing, executed by the
parties hereto.

E. ASSIGNMENT. Subject to Paragraph 20(O) below, neither this
Agreement nor any right created by it shall be assignable by either party
without the prior written consent of the other.

F. NOTICES. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be deemed to be

3
<PAGE>

properly given when delivered in person to an officer of the other party, when
deposited in the United States mail for transmittal by certified or registered
mail, postage prepaid, or when deposited with a public telegraph company for
transmittal, or when sent y facsimile transmission charges prepared, provided
that the communication is addressed:

i. In the case of Consultant:
Lerner & Pearce, P.A.
2888 E. Oakland Park Blvd.
Fort Lauderdale, FL 33306
ii In the case of Client:
Imaging Diagnostic Systems, Inc.
6531 NW 18th Court
Plantation, Florida 33313.

or to such other person or address designated by Client or Consultant to receive
notice.

G. HEADINGS. The paragraph and subparagraph heading in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

J. BINDING EFFECT. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.

L. SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full force and
effect.

P. TIME IS OF THE ESSENCE. Time is of the essence of this
Agreement and of each and every provision hereof.

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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.

CONSULTANT

LERNER & PEARCE, P.A.

By:______________________________
Allan M. Lerner, President

CLIENT

IMAGING DIAGNOSTIC SYSTEMS, INC.

By:_____________________________

CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made this _______ day
of December, 1998, by and between Lerner & Pearce, P.A., with offices at 2888
East Oakland Park Boulevard, Fort Lauderdale, Florida 33306 ("Consultant") and
Imaging Diagnostic Systems, Inc. ("Client"), a Florida corporation with
principal offices located at 6531 NW 18th Court, Plantation, Florida 33313.

WHEREAS, Consultant has experience in providing corporate and
securities advice for emerging private and public companies; and

WHEREAS, ConsultantWHEREAS, Client has retained and desires to continue
to retain the services of Consultant and Consultant desires to serve Client on
the terms and conditions set forth below.

1. ENGAGEMENT. Client hereby engages Consultant to provide Client with
services (as defined below), effective as of March 1, 1998 and continuing
through the Initial Consulting Period (as defined below).
2. SCOPE OF SERVICES TO BE PROVIDED. Consultant hereby accepts the
engagement on the terms and conditions set forth in the Agreement, and agrees to
provide the consulting services, which shall consist of but not be limited to:

A. Providing advice and analysis to Client in connection with
mergers, acquisitions and other strategic business opportunities.

B. Assist Client with matters relative to regulatory agencies,
I.E. United States Securities and Exchange Commission ("SEC"), National
Association of Securities Dealers ("NASD"), Florida Division of Securities
("FDS"), ETC. including filings, disclosure, press releases, listing
requirements and the like.

C. Assist Client in negotiating joint venture opportunities.
THIS AGREEMENT SHALL EXPRESSLY EXCLUDE MATTERS RELATING TO CAPITAL RAISING
ASSISTANCE.

3. TERM. This Agreement shall have an initial term of twelve months
comencing March 1, 1998 the ("Initial Consulting Period"); thereafter, this
Agreement will automatically be extended on a month to month basis (the
"Extension Period"), subject to mutually agreed upon compensation, unless
Consultant or Client serve written notice on the other party terminating the

<PAGE>

Agreement; provided, however, that Consultant and Client shall agree in writing
as Consultant's continuing compensation. Notice to terminate shall be in writing
and shall be delivered at least ten (10) days prior to the end of the Initial
Consulting Period or any subsequent Extension Period as provided herein. In the
event of termination pursuant to this Paragraph 3, neither party shall have any
further rights or obligation hereunder after the effective date of termination,
except that the obligation of Client to pay fees earned and to reimburse costs
and expenses of Consultant incurred prior to the effective date of termination
in performance of the services shall continue until such fees, costs and
expenses are paid in full by Client.

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<PAGE>
A. Non-public information related to the business operations,
including financial and accounting information, plans of operations, and
potential mergers or acquisitions prior to the public announcement of Client;