U S DIAGNOSTIC INC
8-K, 1999-03-01
MEDICAL LABORATORIES
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 22, 1999

                               US DIAGNOSTIC INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
             ------------------------------------------------------
                 (State or other jurisdiction of incorporation)

        1-13392                                           11-3164389
- ------------------------                      ---------------------------------
(Commission File Number)                      (IRS Employer Identification No.)

777 SOUTH FLAGLER DRIVE, SUITE 1201, EAST TOWER, WEST PALM BEACH, FLORIDA 33401
- -------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone no. including area code: (561) 832-0006  
                                                ----------------



<PAGE>   2


Item 2.  ACQUISITION OR DISPOSITION OF ASSETS

       On February 12, 1999, US Diagnostic Inc. (the "Company"), sold its 100%
interest in US Imaging, Inc., ("USI"), to United Radiology Associates, Inc.
("URA"). USI and its subsidiaries own and operate eight diagnostic imaging
centers in Houston and San Antonio, Texas. Additionally, on February 12, 1999,
the Company sold to URA certain assets relating to the Company's billing and
regional corporate offices located in Houston, Texas. URA is affiliated with
Dr. L.E. Richey, MD, who was Chairman of the Board of the Company. Effective
February 12, 1999, Dr. Richey resigned as Chairman of the Board and as a
Director of the Company. The Company obtained a fairness opinion in connection
with the transaction. The price for the stock of USI and for the billing and
regional corporate office assets was an aggregate of $11.7 million, consisting
of cash received of $8.6 million, a secured promissory note of $1.9 million,
due February 12, 2001, with interest at 6% payable semi-annually, and debt
assumed by USI of $1.2 million. Immediately upon the closing, $6.2 million of
the cash proceeds were used to repay a portion of the Company's revolving
credit loan with DVI Business Credit Corporation ("DVI"), and another $1.4
million was paid to DVI in full payment of an equipment loan.

Item 5.  OTHER EVENTS

       On January 22, 1999, the Company sold its interest in Integrated Health
Concepts, Inc. ("IHC") to Dr. Mohammad Athari, M.D, the owner of a minority
interest in IHC. IHC and its subsidiaries own and operate six diagnostic imaging
centers in Houston, Texas. The sales price was $11.7 million, consisting of cash
received of $3.3 million and the assumption by IHC of debt amounting to $8.4
million. Immediately upon the closing, $1.0 million of the cash proceeds were
used to repay a portion of the Company's revolving credit loan with DVI.

       The sale of IHC was not a significant disposition as defined by Item 2 of
Form 8-K. Accordingly, pro forma financial information was not required. The
Company has voluntarily included pro forma financial information for the sale of
IHC in this Form 8-K.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      not applicable

(b)      Pro Forma Financial Information

         (1)      US Diagnostic Inc. Unaudited Pro Forma Condensed Consolidated
                  Balance Sheet as of September 30, 1998

         (2)      US Diagnostic Inc. Unaudited Pro forma Condensed Consolidated
                  Statements of Operations:

                           For the nine months ended September 30, 1998
                           For the year ended December 31, 1997

       The following unaudited pro forma condensed consolidated balance sheet as
of September 30, 1998 gives effect to the sales of USI and IHC as if they had
occurred on September 30, 1998.

       The following unaudited pro forma condensed consolidated statements of
operations for the nine months ended September 30, 1998 and year ended December
31, 1997 give effect to the sales of USI and IHC as if they had occurred at the
beginning of the respective periods. Such statements of operations do not
include the estimated pro forma net loss after taxes of $4.0 million resulting
from the sale of USI, nor the estimated pro forma net gain after taxes of $1.1
resulting from the sale of IHC. The pro forma results are not necessarily
indicative of the results of operations that would have been achieved had the
dispositions been consummated at the beginning of the periods reflected.



                                       2
<PAGE>   3


US DIAGNOSTIC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         At September 30, 1998
                                                                                          USI              IHC
                                                                        Historical     Adjustments      Adjustments      Pro Forma
                                                                        ----------     -----------      -----------      ---------
<S>                                                                     <C>            <C>              <C>              <C>      
ASSETS
   Current Assets
      Cash and cash equivalents                                         $   9,781      $  1,050 (a)     $  1,900 (a)     $  12,523
                                                                                           (177)(b)          (31)(b)
      Accounts receivable, net                                             49,637        (6,263)(b)       (2,880)(b)        40,494
      Other receivables                                                     7,724           (10)(b)          (30)(b)         9,534
                                                                                          1,850 (a)
      Prepaid expenses and other current assets                             9,005          (229)(b)         (232)(b)         8,544
                                                                        ---------      --------         --------         ---------
         Total Current Assets                                              76,147        (3,779)          (1,273)           71,095

   Property and Equipment, net                                             94,404        (7,173)(b)       (5,568)(b)        81,663
   Intangible Assets, net                                                  80,598        (1,375)(b)           --            79,223
   Other Assets                                                             3,972           (19)(b)         (201)(b)         3,752
   Investments In and Advances to Unconsolidated Subsidiaries               2,037            --               --             2,037
                                                                        ---------      --------         --------         ---------

         Total Assets                                                   $ 257,158      $(12,346)        $ (7,042)        $ 237,770
                                                                        =========      ========         ========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities
      Accounts payable and accrued expenses                             $  24,607      $   (723)(b)     $   (504)(b)     $  23,380
      Current portion of long-term debt                                    21,037          (597)(b)         (949)(b)        19,116
                                                                                           (375)(a)           --                --
      Obligations under capital leases - current portion                    6,613          (513)(b)           --             6,100
      Other current liabilities                                             7,362          (140)(b)          (87)(b)         7,135
      Purchase price due on companies acquired                                434            --               --               434
                                                                        ---------      --------         --------         ---------
         Total Current Liabilities                                         60,053        (2,348)          (1,540)           56,165

      Subordinated convertible debentures                                  56,425                                           56,425
      Long-term debt, net of current portion                               95,769        (7,237)(a)       (1,000)(a)        81,803
                                                                                           (113)(b)       (5,616)(b)
      Obligations under capital leases, net of current portion              9,894          (365)(b)           --             9,529
      Other liabilities                                                     4,448         1,671 (b)           --             6,119
                                                                        ---------      --------         --------         ---------

         Total Liabilities                                                226,589        (8,392)          (8,156)          210,041

   Minority Interest                                                        1,570            --               --             1,570

   Stockholders' Equity
      Preferred stock                                                          --            --               --                --
      Common stock                                                            227            --               --               227
      Additional paid-in capital                                          147,864            --               --           147,864
      Deferred stock-based compensation                                    (1,278)           --               --            (1,278)
      Accumulated deficit                                                (117,814)       (3,954)(c)        1,114 (c)      (120,654)
                                                                        ---------      --------         --------         ---------
         Total Stockholders' Equity                                        28,999        (3,954)           1,114            26,159

      Total Liabilities & Stockholders' Equity                          $ 257,158      $(12,346)        $ (7,042)        $ 237,770
                                                                        =========      ========         ========         =========
</TABLE>


BALANCE SHEET ASSUMPTIONS

(a)  To reflect net proceeds from the USI transaction of $8.6 million in cash
     and $1.9 million of note receivable, less $7.6 million repayment of
     long-term debt, and to reflect net proceeds from the IHC transaction of
     $2.9 million in cash less repayment of $1.0 million in long-term debt.

(b)  To reflect the elimination of the assets and liabilities upon the sale of
     USI and IHC.

(c)  To reflect the estimated net loss after taxes of $4.0 million from the
     sale of USI, and to reflect the estimated net gain after taxes of $1.1
     million from the sale of IHC.



                                       3
<PAGE>   4

US DIAGNOSTIC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                              For the Nine Months Ended September 30, 1998
                                                                                          USI              IHC
                                                                        Historical     Adjustments      Adjustments      Pro Forma
                                                                        ----------     -----------      -----------      ---------
<S>                                                                     <C>            <C>              <C>              <C>      
Revenue                                                                 $ 153,206      $(14,280)(d)     $ (7,890)(d)     $ 131,036
                                                                        ---------      --------         --------         ---------

Operating Expenses
   General and administrative                                             113,276       (11,614)(d)       (6,608)(d)        95,054
   Bad debt expense                                                         3,918          (341)(d)          (99)(d)         3,478
   Depreciation                                                            14,997        (1,106)(d)         (683)(d)        13,208
   Amortization                                                             3,851            --               --             3,851
   Stock-based compensation                                                   914            --               --               914
                                                                        ---------      --------         --------         ---------
      Total Operating Expenses                                            136,956       (13,061)          (7,390)          116,505

Gain on Sale of Subsidiaries                                                6,182            --               --             6,182
                                                                        ---------      --------         --------         ---------

Income from Operations                                                     22,432        (1,219)            (500)           20,713
                                                                        ---------      --------         --------         ---------

Other Income (Expense)
   Interest expense                                                       (15,827)          566 (f)           73 (f)       (14,399)
                                                                                            291 (d)          498 (d)
   Interest and other income                                                1,987           (62)(d)           15 (d)         1,940
                                                                        ---------      --------         --------         ---------

      Total Other Income (Expense)                                        (13,840)          795              586           (12,459)
                                                                        ---------      --------         --------         ---------
Income Before Minority Interest and Provision For Income Taxes              8,592          (424)              86             8,254
                                                                        ---------      --------         --------         ---------

Minority interest in income of subsidiaries                                 2,034            --               --             2,034
Provision for income taxes                                                  3,825          (147)(g)           -- (g)         3,678
                                                                        ---------      --------         --------         ---------

   Net Income                                                           $   2,733      $   (277)        $     86         $   2,542
                                                                        ---------      --------         --------         ---------

Basic Earnings per Customer Share
   Net income (loss)                                                    $    0.12      $  (0.01)        $     --         $    0.11
                                                                        ---------      --------         --------         ---------

   Average common shares outstanding                                       22,655        22,655           22,655            22,655
                                                                        ---------      --------         --------         ---------

Diluted Earnings per Common Share
   Net income                                                           $    0.12      $  (0.01)        $     --         $    0.11
                                                                        ---------      --------         --------         ---------

   Average common and dilutive equivalent shares outstanding               22,942        22,942           22,942            22,942
                                                                        ---------      --------         --------         ---------
                                                                                                      (Footnotes on following page)
</TABLE>



                                       4
<PAGE>   5


US DIAGNOSTIC INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                  For the Year Ended December 31, 1997
                                                                                          USI              IHC
                                                                        Historical     Adjustments      Adjustments      Pro Forma
                                                                        ----------     -----------      -----------      ---------
<S>                                                                     <C>            <C>              <C>              <C>      
Revenue                                                                 $ 216,222      $(18,673)        $(11,864)(d)     $ 185,685
                                                                        ---------      --------         --------         ---------

Operating Expenses
   General and administrative                                             165,549       (16,804)(d)      (11,295)(d)       137,450
   Asset impairment losses                                                 92,853       (22,799)(d)      (12,764)(d)        57,290
   Bad debt expense                                                        17,630        (7,118)(d)       (1,289)(d)         9,223
   Depreciation                                                            19,232        (1,479)(d)         (687)(d)        17,066
   Amortization                                                            10,790        (1,012)(e)         (131)(e)         8,887
                                                                                              4 (d)         (764)(d)
   Loss on settlement of lawsuits                                           5,739            --               --             5,739
   Settlement with Former Chief Executive Officer                           1,809            --               --             1,809
   Stock-based compensation                                                 1,261            --               --             1,261
                                                                        ---------      --------         --------         ---------

      Total Operating Expenses                                            314,863       (49,208)         (26,930)          238,725

Income (Loss) From Operations                                             (98,641)       30,535           15,066           (53,040)
                                                                        ---------      --------         --------         ---------

Other Income (Expense)
   Interest expense                                                       (19,114)          754 (f)           98 (f)       (16,938)
                                                                                            501 (d)          823 (d)
   Interest and other income                                                1,225            40 (d)           -- (d)         1,265
   Gain on marketable equity securities                                       407            --               --               407
                                                                        ---------      --------         --------         ---------

      Total Other Income (Expense)                                        (17,482)        1,295              921           (15,266)
                                                                        ---------      --------         --------         ---------
Income (Loss) Before Minority Interest and Provision For Income Taxes    (116,123)       31,830           15,987           (68,306)
                                                                        ---------      --------         --------         ---------

Minority interest income of subsidiaries                                    2,428            --               --             2,428
Provision for income taxes                                                 (1,839)          (22)(g)           --            (1,861)
                                                                        ---------      --------         --------         ---------

   Net Loss                                                             $(116,712)     $ 31,852         $ 15,987         $( 68,873)
                                                                        ---------      --------         --------         ---------

Basic Earnings per Common Share
   Net loss                                                             $   (5.26)     $   1.44         $   0.72         $   (3.10)
                                                                        ---------      --------         --------         ---------

   Average common shares outstanding                                       22,182        22,182           22,182            22,182
                                                                        ---------      --------         --------         ---------

Diluted Earnings per Common Share
   Net loss                                                             $   (5.26)     $   1.44         $   0.72         $   (3.10)
                                                                        ---------      --------         --------         ---------

   Average common and dilutive equivalent shares outstanding               22,182        22,182           22,182            22,182
                                                                        ---------      --------         --------         ---------
</TABLE>


STATEMENT OF OPERATIONS ASSUMPTIONS

(d)  To reflect the elimination of revenue and expenses of USI and IHC for the
     respective period.

(e)  To reflect the elimination of goodwill amortization related to USI and IHC
     for the respective period.

(f)  To reflect the reduction in interest expense related to $7.6 million
     reduction of long term debt from the sale of USI at estimated interest
     rates of 9.75% to 11% per annum, and to reflect the reduction in interest
     expense related to $1.0 million reduction of long-term debt from the sale
     of IHC at 9.75% interest rate per annum.

(g)  To reflect the estimated impact on the Company's federal and state income
     tax liabilities resulting from the elimination of the results of USI and
     IHC, which are included in the Company's consolidated federal income tax
     return but for state purposes these entities file separately.



                                       5
<PAGE>   6


(a)      Exhibits

         2(a)     Stock Purchase Agreement, dated as of February 11, 1999, by
                  and among US Imaging, Inc., US Diagnostic Inc. and United
                  Radiology Associates, Inc.

         2(b)     Secured Promissory Note dated February 12, 1999

         2(c)     Guaranty dated as of February 12, 1999

         2(d)     Security Agreement dated as of February 12, 1999

         2(e)     Stock Purchase Agreement, dated as of January 21, 1999, by
                  and among Integrated Health Concepts, Inc., US Diagnostic
                  Inc., and Mohammad Athari, M.D.

         2(f)     Amendment No. 1 to Stock Purchase Agreement, dated as of
                  January 21, 1999, by and among Integrated Health Concepts, 
                  Inc., US Diagnostic Inc., and Mohammad Athari, M.D.

         2(g)     Asset Purchase Agreement, dated as of February 11, 1999, by
                  and among US Diagnostic Inc. and United Radiology Associates,
                  Inc.





                                   SIGNATURES

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


                                     US DIAGNOSTIC INC.


Dated:  March 1, 1999                By:  /s/ Joseph A. Paul  
                                          -------------------------------------
                                          Joseph A. Paul
                                          President and Chief Executive Officer



                                       6
<PAGE>   7


                                 Exhibit Index


Exhibit No.              Description
- -----------              -----------

     2(a)                Stock Purchase Agreement, dated as of February 11,
                         1999, by and among US Imaging, Inc., US Diagnostic
                         Inc. and United Radiology Associates, Inc.

     2(b)                Secured Promissory Note dated February 12, 1999

     2(c)                Guaranty dated as of February 12, 1999

     2(d)                Security Agreement dated as of February 12, 1999

     2(e)                Stock Purchase Agreement, dated as of January 21,
                         1999, by and among Integrated Health Concepts, Inc.,
                         US Diagnostic Inc., and Mohammad Athari, M.D.

     2(f)                Amendment No. 1 to Stock Purchase Agreement, dated as
                         of January 21, 1999, by and among Integrated Health
                         Concepts, Inc., US Diagnostic Inc., and Mohammad
                         Athari, M.D.

     2(g)                Asset Purchase Agreement, dated as of February 11,
                         1999, by and among US Diagnostic Inc. and United
                         Radiology Associates, Inc.


                                       7

<PAGE>   1
                                                                    EXHIBIT 2(a)


                            STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of February 11, 1999, by and amongst U.S.
Imaging, Inc., a Texas corporation ("USI" or the "Company"), US Diagnostic Inc.,
a Delaware corporation ("USD") and United Radiology Associates, Inc., a Texas
corporation ("URA").

                                   WITNESSETH:

         WHEREAS, USD owns 100% of the outstanding capital stock of USI (the
"Company Stock"), and Fort Bend Imaging, Inc., Fannin Street Imaging, Inc.,
Steeplechase Diagnostic Center, Inc., East Side Imaging, Inc., Gulf Coast
Imaging Services Inc., and San Antonio Diagnostic Imaging, Inc., all Texas
corporations, are direct wholly-owned subsidiaries of USI (collectively, the
"Subsidiaries"); and

         WHEREAS, the Company and the Subsidiaries are engaged in the business
of owning and operating diagnostic imaging centers primarily in Houston and San
Antonio, Texas; and

         WHEREAS, subject to the limitations and exclusions contained in this
Agreement and on the terms and conditions hereinafter set forth, USD desires to
sell, and URA desires to purchase, the Company Stock (the "Acquisition"); and

         WHEREAS, in addition, URA desires to acquire from USD, and USD desires
to sell to URA, certain assets relating to the south central billing office of
USD, which assets are being acquired pursuant to that certain Asset Purchase
Agreement by and between USD and URA of even date herewith (the "Asset Purchase
Agreement"); and

         NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein contained, the
parties hereto do hereby agree as follows:

                                    ARTICLE I
                     PURCHASE AND SALE OF THE COMPANY STOCK
                     --------------------------------------

         1.01. AGREEMENT TO PURCHASE. At the Closing, URA shall purchase the
Company Stock from USD, upon and subject to the terms and conditions of this
Agreement, in exchange for the Purchase Price (as defined in Section 1.02
hereof).

         1.02. PURCHASE PRICE. Subject to the terms and conditions of this
Agreement, in reliance on the representations, warranties and agreements of USD
and the Company contained herein, and in full and complete consideration of the
sale, assignment, transfer and delivery of the Company Stock, the purchase price
(the "Purchase Price") for the Company Stock shall be $11,650,000 (Eleven
Million, Six Hundred and Fifty Thousand Dollars) which shall be 






<PAGE>   2

comprised of (i) $8,612,351 (Eight Million, Six Hundred Twelve Thousand, Three
Hundred and Fifty-One Dollars), payable at the Closing, (ii) plus the
assumption, release and extinguishment of the specific liabilities set forth in
Section 4.03 in accordance with Section 4.03 and (iii) the delivery by URA of a
secured promissory note payable to USD in the aggregate principal amount of
$1,850,000 (One Million, Eight Hundred and Fifty Thousand Dollars) in the form
set forth as EXHIBIT A hereto (the "Promissory Note") which Promissory Note
shall be (i) personally guaranteed by Dr. L.E. Richey, M.D. pursuant to the form
of guaranty set forth as EXHIBIT B hereto (the "Personal Guaranty") and (ii)
secured by the security interest granted by URA pursuant to the form of Security
Agreement set forth as Exhibit C hereto (the "Security Agreement"). USD shall
cause the Company to continue to pay all payables in the ordinary course of
business through February 12, 1999 including, but not limited to all Company
payroll, taxes, notes, rental payments, insurance and trade, consistent with
prior practice of USD and the Company.

         1.03. CLOSING. The Closing of the transactions contemplated by this
Agreement will take place at the offices of USD or at such other place as the
parties may agree in writing at 5:00 p.m. (local time) on February 12, 1999, or
at such other time as the parties may agree in writing (the "Closing Date").

         1.04. FURTHER ASSURANCES. After the Closing, each party hereto shall
from time to time, at the request of any other party hereto and without further
cost or expense to the requesting party, execute and deliver such other
instruments of conveyance and transfer and take such other actions as the
requesting party may reasonably request, in order to carry out the intent of
this Agreement and the documents referred to herein. For a period of no less
than 90 days after the Closing Date, USD shall from time to time at the request
of URA, provide assistance in the transition of operations in the Company, which
shall include, but not be limited to, assistance with human resource issues,
transfer of utilities, computer related issues, insurance, service agreements
and other matters related to the operation of the Company.

                                   ARTICLE II
              REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND USD
              -----------------------------------------------------

         The Company and USD hereby represent, covenant and warrant to URA as
follows:

         2.01. ORGANIZATION, GOOD STANDING. Each of the Company and the
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas and has full corporate power and
authority to carry on its business as it is now being conducted and to own the
properties and assets it now owns. The copies of the articles of incorporation
of the Company and each of the Subsidiaries attached hereto as SCHEDULE 2.01 are
complete and correct copies of such instruments as presently in effect.


         2.02. CAPITALIZATION. (a) As of the date hereof, the authorized capital
stock of the Company is fully described in SCHEDULE 2.02 and is true and correct
in all respects. All issued 


                                       2

<PAGE>   3

and outstanding shares of capital stock of the Company are duly and validly
authorized, issued, fully paid and nonassessable. There are no outstanding (a)
securities convertible into or exchangeable for the Company capital stock; (b)
options, warrants or other rights to purchase or subscribe to capital stock of
the Company or securities convertible into or exchangeable for capital stock of
the Company; or (c) contracts, commitments, agreements, understandings or
arrangements of any kind relating to the issuance of any capital stock of the
Company, any such convertible or exchangeable securities or any such options,
warrants or rights. USD owns the Company Stock free and clear of all liens,
security interests and encumbrances and upon delivery of the certificates in
accordance with this agreement, URA will be the record and beneficial owner and
holder of Company Stock, free and clear of all security interests, liens and
encumbrances. The Company does not own any capital stock or other equity
securities of any corporation, partnership, or other entity or any rights to
acquire any equity or ownership interest in any business other than the
Subsidiaries listed on SCHEDULE 2.02.

         2.03. AUTHORIZATION, ETC. The Company has corporate power and
authority, and USD has corporate power and authority, to enter into this
Agreement and to carry out the transactions contemplated hereby. The Company has
taken all action required by law, its charter documents, or otherwise to be
taken by it to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, and this Agreement is a
valid and binding agreement of the Company and USD enforceable in accordance
with its terms.

         2.04. FINANCIAL STATEMENTS. The Company and USD have heretofore
delivered to URA audited consolidated financial statements of USD for the fiscal
years ended December 31, 1996 and 1997 (the "USD Financial Statements") and the
unaudited financial statements of the USI and it Subsidiaries on a consolidated
basis (i) for the fiscal year ended December 31, 1997, (ii) for the nine months
ended September 30, 1998 and (iii) for the month ended October 31, 1998 (the
"Company Financial Statements," and together with the USD Financial Statements,
the "Financial Statements") . The USD Financial Statements and the notes thereto
fairly present the assets, liabilities, financial condition and results of
operations of USD, and the Company Financial Statements and the notes thereto
fairly present the assets, liabilities, financial condition and results of
operations of USI and its Subsidiaries on as consolidated basis, all as at the
respective dates thereof and for the periods referred to therein, and all in
accordance with generally accepted accounting principles, subject, in the case
of interim Financial Statements, to normal recurring year-end adjustments and
the absence of notes, consistently applied throughout the periods involved,
except as disclosed in the notes to the Financial Statements.

         2.05. CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES AND OTHERS.
Except as set forth on SCHEDULE 2.05, no material consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority is required in connection with the execution, delivery
and performance of this Agreement or the consummation of the transactions
contemplated hereby.


                                       3

<PAGE>   4

         2.06. COMPLIANCE WITH LAW. Since June 4, 1996, the operations of the
Company have been conducted in accordance with all material applicable laws,
regulations and other requirements of all national governmental authorities, and
of all states, municipalities and other political subdivisions and agencies
thereof, having jurisdiction over, including, without limitation, all such laws,
regulations and requirements relating to consumer protection, equal opportunity,
health, occupational safety, pension and securities matters, including those
promulgated by the Health Care Financing Administration and the Texas Department
of Health. Except as set forth on SCHEDULE 2.06, the Company has not received
any notification of any assorted present or past failure by the Company to
comply with any material laws, rules or regulations.

         2.07. BROKERS AND FINDERS. Neither USD nor the Company, nor any of
their officers, directors or employees, has employed any broker or finder or
incurred any liability for any brokerage fees, commissions or finders' fees in
connection with the transactions contemplated by this Agreement.

         2.08. OWNERSHIP OF EQUIPMENT. The medical equipment and the office
equipment located at the centers listed on SCHEDULE 2.08 hereto, as of the date
hereof, is owned by either the Company or a Subsidiary.

                                   ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF URA
                      -------------------------------------

URA represents and warrants to the Company and USD as follows:

         3.01. CORPORATE ORGANIZATION; ETC. URA is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas and
has the power and authority to carry on its business as now being conducted and
to own the properties and assets it now owns.

         3.02. AUTHORIZATION, ETC. URA has corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
URA has taken all action required by law, its Articles of Incorporation and
By-Laws or otherwise to authorize the execution and delivery of this Agreement
and the transactions contemplated hereby, and this Agreement is a valid and
binding agreement of URA enforceable against URA in accordance with its terms.
URA has the absolute and unrestricted right, power, and authority to execute,
deliver, and perform its obligations under, this Agreement (and the agreements
referenced herein). No filing by URA under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 is required in connection with the Acquisition.

         3.03. CERTAIN PROCEEDINGS. There is no pending proceeding that has been
commenced against URA that challenges, or may have the effect of preventing,
delaying, making illegal, or 



                                       4
<PAGE>   5

otherwise interfering with, any of the transactions contemplated hereby. To
URA's actual knowledge, no such proceeding has been threatened.

         3.05 BROKERS OR FINDERS. Neither URA nor any of its officers,
directors, employees or shareholders has employed any broker or finder, or
incurred any liability, contingent or otherwise, for any brokerage fees,
commissions, finders' fees or other similar payment in connection with the
transactions contemplated by this Agreement and will indemnify and hold the
Company and USD harmless from any such payment alleged to be due by or through
URA as a result of the action of URA or any of its officers, directors,
employees or shareholders.

                                   ARTICLE IV
                      COVENANTS OF THE COMPANY, USD AND URA
                      -------------------------------------

The parties hereto hereby covenant and agree as follows:

         4.01. CONSENTS. The Company will use its best efforts to assist URA in
obtaining all necessary approvals from any governmental agencies or departments
as may be necessary or desirable in connection with the Acquisition.

         4.02. SUPPLEMENTS TO SCHEDULES. From time to time prior to the Closing,
USD and the Company will promptly supplement or amend any Schedule hereto with
respect to any matter hereafter arising which, if existing or occurring at the
date of this Agreement, would have been required to be set forth or described in
any such Schedule. No supplement or amendment of any such Schedule shall be
deemed to be a breach of any representation or warranty made in this Agreement.

         4.03. RELEASE AND ASSUMPTION OF DEBT. URA hereby covenants and agrees
to take any and all action necessary to, effective prior to or on the Closing
Date, (i) cause USD and/or the Company to be removed as guarantor (and all of
its obligations fully extinguished) on the debt instruments listed on SCHEDULE
4.03(a) hereto (collectively, the "Guaranteed Debt") and (ii) to relieve USD
and/or the Company from any and all obligations under or relating to (A) the
instruments and agreements listed on SCHEDULE 4.03(b), and (B) any and all other
instruments or agreements relating to the Company, the centers operated thereby,
or the debt or assets thereof, or arising in connection with USD's ownership of
the Company (collectively, the "Assumed Obligations") so as to fully and
completely extinguish any and all liabilities USD and/or the Company may have
with respect to such Assumed Obligations and Guaranteed Debt. Any such action
shall include, but not be limited to, the assumption and/or guarantee, as may be
necessary, of the Guaranteed Debt or Assumed Obligations by URA or, on URA's
behalf, by a third party. All such releases and instruments related to the
foregoing shall be in forms satisfactory to counsel for USD and the Company.

         4.04. PAYROLL AND BILLING/COLLECTION SERVICES. URA agrees that, in
connection with the consummation of the transactions contemplated hereby and by
the Asset Purchase Agreement, it 



                                       5
<PAGE>   6

will assume all of the obligations of USD pursuant to that certain Payroll and
Billing/Collection Services Agreement dated January 22, 1999 by and among USD,
Mohammad Athari, M.D. and Integrated Health Concepts, Inc., a Texas corporation
(the "Payroll Agreement"), except for the obligations set forth in Section 1
thereof entitled "Payroll Processing" which obligations shall remain the
obligations of USD. URA agrees to indemnify USD and hold it harmless from,
against and in respect of, and shall on demand reimburse USD for, all losses,
liabilities, damages, costs and expenses arising from or in connection with (i)
the assumption by URA of USD's obligations under the Payroll Agreement or (ii)
the performance, or lack of performance, by URA of the services required by the
Payroll Agreement. The provisions set forth in Section 10.03 shall apply to any
claim by USD for indemnification under this Section 4.04

                                    ARTICLE V
                CONDITIONS TO THE COMPANY"S AND USD"S OBLIGATIONS
                -------------------------------------------------

         Each and every obligation of the Company and USD under this Agreement
to be performed on or before the Closing shall be subject to the satisfaction,
on or before the Closing, of each of the following conditions, unless waived in
writing by the Company and USD:

         5.01. REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of URA contained herein shall be in all material respects true and
accurate as of the date when made and at and as of the Closing as though such
representations and warranties were made at and as of such date, except for
changes expressly permitted or contemplated by the terms of this Agreement.

         5.02. PERFORMANCE. URA and Dr. L.E. Richey shall have performed and
complied with all agreements, obligations and conditions required by this
Agreement to be performed or complied with by them on or prior to the Closing.

         5.03. NO GOVERNMENTAL PROCEEDING OR LITIGATION; HSR. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative proceeding shall have been instituted or
threatened which questions the validity or legality of the transactions
contemplated hereby. The waiting period, if applicable, and any extensions
thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall
have expired.

         5.04. NO INJUNCTION. On the Closing Date there shall be no injunction,
writ, preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby which USD deems
unacceptable in its sole discretion.

         5.05. ITEMS TO BE DELIVERED AT CLOSING BY URA. At the Closing, URA
shall deliver to USD (i) a bank cashier's check or certified check in the amount
of the Purchase Price (or a wire transfer of immediately available funds
pursuant to wire instructions provided on or before the 



                                       6
<PAGE>   7

Closing Date); (ii) an officer"s certificate of URA that the representations and
warranties contained in Article 3 of this Agreement are true and correct in all
material respects at and as of the Closing Date as if made on the Closing Date
(except for representations and warranties specifically relating to a time or
times other than the Closing Date, which shall be true and correct in all
material respects at such time or times); (iii) an executed copy of the Asset
Purchase Agreement, Promissory Note, Personal Guaranty and Security Agreement;
and (iv) the resignation of Dr. L.E. Richey, M.D., as Chairman of the Board and
director of USD.

         5.06. FAIRNESS OPINION. USD shall have received a fairness opinion from
an investment banking firm, appraisal firm or accounting firm, in each case of
national standing, to the effect that the transactions contemplated by this
Agreement and the agreements referenced herein are fair to USD from a financial
point of view.

         5.07. GUARANTEED DEBT AND ASSUMED DEBT. USD shall have been fully and
completely released and relieved of all liabilities and obligations under the
debt instruments listed on SCHEDULES 4.03(a) AND 4.03(b) hereto to the
reasonable satisfaction of counsel to USD.

         5.08. RELEASE OF LIENS ON ACCOUNTS RECEIVABLE. DVI Business Credit
Corporation, a Delaware corporation, shall have executed, delivered and filed in
the appropriate jurisdictions Termination Statements in the forms attached to
SCHEDULE 5.08 hereto relating to the accounts receivable of the Company and its
Subsidiaries as set forth on SCHEDULE 5.08 hereto.

                                   ARTICLE VI
                         CONDITIONS TO URA'S OBLIGATIONS
                         -------------------------------

         Each and every obligation of URA under this Agreement to be performed
on or before the Closing shall be subject to the satisfaction, on or before the
Closing, of each of the following conditions, unless waived in writing by URA:

         6.01. REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties contained in Article II hereof, the Schedules and in all certificates
and other documents delivered and to be delivered by the Company and USD
pursuant hereto or in connection with the transactions contemplated hereby shall
be true, complete and accurate in all material respects as of the date when made
and at and as of the Closing Date as though such representations and warranties
were made at and as of such date, except for changes expressly permitted or
contemplated by the terms of this Agreement and except for representations
expressly made as of a particular date.

         6.02. PERFORMANCE. The Company and USD shall have performed and
complied, in all material respects, with all agreements, obligations and
conditions required by this Agreement to be performed or complied with by them
on or prior to the Closing.



                                       7

<PAGE>   8

         6.03. NO GOVERNMENT PROCEEDING OR LITIGATION. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative proceeding shall have been instituted or
threatened which questions the validity or legality of the transactions
contemplated hereby.

         6.04. NO INJUNCTION. On the Closing Date there shall be no injunction,
writ, preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby which URA deems
unacceptable in its sole discretion.

         6.05. DELIVERIES BY USD AND THE COMPANY. At the Closing, the Company
and USD shall deliver to URA:

         (i) Certificates representing the Company Stock duly endorsed (or
accompanied by duly executed stock powers);

         (ii) An officer's certificate of each of the Company and USD that the
representations and warranties contained in Article 2 of this Agreement are true
and correct in all material respects at and as of the Closing Date as if made on
the Closing Date (except for representations and warranties specifically
relating to a time or times other than the Closing Date, which shall be true and
correct in all material respects at such time or times) after giving full effect
to any supplements to the Schedules which were delivered by the Company or USD
to URA prior to or on the Closing Date;

         (iii) A Good Standing certificate including tax status dated within ten
days prior to the Closing Date from the Secretary of State of Texas for each of
the entities referred to collectively as the Company; and

         (iv) An executed copy of the Asset Purchase Agreement.

         6.06. RESIGNATIONS. On or prior to the Closing Date, the Company shall
have received the written resignations of all officers and directors requested
by URA.

                                   ARTICLE VII
              CONDUCT OF THE COMPANY'S BUSINESS PENDING THE CLOSING
              -----------------------------------------------------

         7.01. CONDUCT OF BUSINESS. Pending the Closing and except as otherwise
expressly consented to or approved by URA in writing, the Company will (i) carry
on its business diligently, in the ordinary course, and substantially in the
same manner as heretofore conducted, (ii) use its best efforts to preserve its
business, to keep available the services of its present personnel, to preserve
in full force and effect the contracts, agreements, instruments, leases,
licenses, arrangements, and understandings of the Company, and to preserve the
good will of its 




                                       8
<PAGE>   9

suppliers, customers, and others having business relations with any of them, and
(iii) give to URA"s officers, employees, counsel, accountants and other
representatives reasonable free and full access to and the right to inspect,
during normal business hours, all of the premises, properties, assets, records,
contracts and other documents relating to its business and shall permit them to
consult with the officers, employees, accountants, counsel and agents of the
Company for the purpose of making such investigation of the Company as URA shall
desire to make, provided that such investigation shall not unreasonably
interfere with the Company"s business operations.

                                  ARTICLE VIII
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES
                   ------------------------------------------

         8.01. SURVIVAL OF WARRANTIES; INVESTIGATION. The representations,
warranties and agreements of the Company, USD and URA contained herein or in any
certificates or other documents delivered prior to or at the Closing shall
survive the Closing for a period of one (1) year and not be deemed waived or
otherwise affected by any investigation made by any party hereto.

                                   ARTICLE IX
                           TERMINATION AND ABANDONMENT
                           ---------------------------

         9.01. METHODS OF TERMINATION. This Agreement may be terminated at any
time prior to or on the Closing Date:

         (a) By mutual consent of URA, USD and the Company; or

         (b) By a party hereto, if there has been a material violation or breach
by the other party of any agreement, representation or warranty made by it
contained in this Agreement which if curable, has not been cured within 15 days
after receipt of notice; or

         (c) By either party, if the Closing has not occurred (other than
through the failure of any party seeking to terminate this Agreement to comply
fully with its obligations under the Agreement) on or before February 12, 1999,
or such later date as the parties may agree; or

         (d) (i) by USD and the Company, if any of the conditions in Article V
have not been satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of USD to
comply with its obligations under this Agreement) and USD has not waived such
condition on or before the Closing Date;

             (ii) by URA, if any of the conditions in Article VI have not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of URA to comply with its
obligations under this Agreement) and URA has not waived such condition on or
before the Closing Date.


                                       9

<PAGE>   10



         9.02. PROCEDURE UPON TERMINATION. In the event of termination pursuant
to Section 9.01 hereof, notice thereof shall forthwith be given to the other
parties hereto and the transactions contemplated by this Agreement shall be
terminated, without further action by the parties hereto. If the transactions
contemplated by this Agreement are terminated as provided herein:

         (a) Each party will redeliver all documents, work papers and other
material of any other party relating to the transactions contemplated hereby,
whether so obtained before or after the execution hereof, to the party
furnishing the same;

         (b) All confidential information received by any party hereto with
respect to the business of any other party shall be treated in accordance with
Section 11.09 hereof; and

         (c) No party hereto shall have any liability or further obligation to
any other party to this Agreement except as stated in subparagraphs (a), (b) and
(c) of this Section 9.02, PROVIDED, HOWEVER, that if such termination is a
result of the failure of any condition set forth in Article VI hereof, URA shall
be entitled to recover from USD all out-of-pocket costs which URA has incurred
(including reasonable attorney's fees and expenses).

                                    ARTICLE X
                                 INDEMNIFICATION
                                 ---------------

         10.01. INDEMNIFICATION BY USD. In the event that the transactions
contemplated by this Agreement are consummated, USD shall indemnify URA and each
of its officers and directors and hold each of them harmless from, against and
in respect of and shall on demand reimburse such persons for: (i) all its
losses, liabilities, damages, costs and expenses arising from any material
misrepresentation or material breach of any representation, warranty, covenant
or agreement on the part of USD or the Company under this Agreement; (ii) any
and all actions, suits, claims, or legal, administrative, arbitration,
governmental or other proceedings or investigations against URA that relate to
the Company or its business in which the principal event giving rise thereto
occurred after June 4, 1996 and before the Closing Date, or which result from or
arise out of any action or inaction after June 4, 1996 and before the Closing
Date of USD, the Company or any employee, agent, representative or subcontractor
of the Company, (iii) any and all actions, suits, claims, or legal,
administrative, arbitration, governmental or other proceedings or investigations
against URA that relate to any unpaid tax matters, directly owed by the Company,
or by USD with respect to the Company, on a consolidated basis in which the
principal event giving rise thereto occurred after June 4, 1996 and before the
Closing Date; (iv) to the fullest extent allowed by law, any and all actions,
suits, claims, or legal, administrative, arbitration, governmental or other
proceedings or investigations brought by a shareholder of the Company and/or of
USD relating to the Acquisition; and (v) any and all actions, suits,
proceedings, elections, demands, assessments, judgments, costs and expenses,
including without limitation, reasonable legal fees and expenses, incident to
any of the foregoing or incurred in investigating or attempting to avoid same or
to oppose the imposition thereof, or in enforcing this 



                                       10
<PAGE>   11

indemnity. Notwithstanding the foregoing, in the event that a court of competent
jurisdiction having final adjudicative authority and from which no appeal is
available shall determine that URA is not entitled to indemnification, then URA
shall not be entitled to recover its legal fees with respect to such claim from
USD.

         10.02. INDEMNIFICATION BY URA. In the event that the transactions
contemplated by this Agreement are consummated, URA shall indemnify USD and hold
it harmless from, against and in respect of and shall on demand reimburse USD
for: (i) all its losses, liabilities, damages, costs and expenses arising from
or in connection with any misrepresentation or breach of any representation,
warranty, covenant or agreement on the part of URA under this Agreement; (ii)
any and all actions, suits, claims, or legal, administrative, arbitration,
governmental or other proceedings or investigations against USD that relate to
URA or the business in which the principal event giving rise thereto occurred
prior to June 4, 1996 or after the Closing Date or which result from or arise
out of any action or inaction prior to June 4, 1996 or after the Closing Date of
URA or any officer, employee, agent, representative or subcontractor of URA; and
(iii) any and all actions, suits, proceedings, elections, demands, assessments,
judgments, costs and expenses, including without limitation, reasonable legal
fees and expenses, incident to any of the foregoing or incurred in investigating
or attempting to avoid same or to oppose the imposition thereof, or in enforcing
this indemnity. Notwithstanding the foregoing, in the event that a court of
competent jurisdiction having final adjudicative authority and from which no
appeal is available shall determine that USD is not entitled to indemnification
then USD shall not be entitled to recover its legal fees with respect to such
claim from URA.

         10.03. PROCEDURES FOR INDEMNIFICATION. Promptly after receipt by an
indemnified party under Section 10.01 or 10.02 of notice of the commencement of
any action for which indemnification may be available under Section 10.01 or
10.02, such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party under such action, give notice to the indemnifying
party of the commencement thereof, but the failure to do so to notify the
indemnifying party shall not relieve it of any liability that it may have to any
indemnified party except to the extent the indemnifying party demonstrates that
the defense of such action is prejudiced thereby. In case any such action shall
be brought against an indemnified party and it shall give notice to the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall elect, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
section for any fees of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party in connection with the defense
thereof, other than reasonable costs of investigation and costs and expenses of
legal counsel, if the indemnified party and the indemnifying party are both
parties to the action and the indemnified party has been advised by counsel that
there may be one or more defenses available to it and not available to the
indemnifying party. If an indemnifying party assumes the defense of such an
action (a) no compromise or settlement thereof may be effected by the
indemnifying party without the indemnified party's consent (which shall not be



                                       11
<PAGE>   12

unreasonably withheld) unless (i) there is no finding or admission of any
violation of law or any violation of the rights of any person and no effect on
any other claims that may be made against the indemnified party and (ii) the
sole relief provided is monetary damages that are paid in full by the
indemnifying party and (b) the indemnifying party shall have no liability with
respect to any compromise or settlement thereof effected without its consent
(which shall not be unreasonably withheld). If notice is given to an
indemnifying party of the commencement of any action and it does not, within ten
days after the indemnified party's notice is given, give notice to the
indemnified party of its election to assume the defense thereof, the
indemnifying party shall be bound by any determination made in such action or
any compromise or settlement thereof effected by the indemnified party.
Notwithstanding the foregoing, if an indemnified party determines in good faith
that there is a reasonable probability that an action may materially and
adversely affect it or its affiliates other than as a result of monetary
damages, such indemnified party may, by notice to the indemnifying party, assume
the exclusive right to defend, compromise or settle such action, but the
indemnifying party shall have the right to participate in such action and not be
bound by any determination of an action so defended or any compromise or
settlement thereof effected without its consent (which shall not be unreasonably
withheld).

         10.04. SATISFACTION OF INDEMNIFICATION CLAIMS. All indemnification
obligations pursuant to Article X shall be paid within a reasonable period of
time after a claim for indemnification has been made and its validity finally
determined.

         10.05. LIMITATION ON CLAIMS. In order to be entitled to indemnification
under this Article X, a claim for indemnification under this Article X must be
brought within one (1) year of the Closing Date. USD shall not be required to
indemnify URA and/or the Company under Section 10.01 or otherwise unless and
only to the extent that the amount of any loss, liability, damage or expense for
which URA seeks indemnification under Section 10.01 or otherwise, when
aggregated with all other such losses, liabilities, damages or expenses exceeds
$200,000, to a maximum aggregate indemnification of $500,000 under Section 10.01
or otherwise; provided, however, that the limitations on indemnification
contained in this sentence shall not apply to indemnification by USD pursuant to
Section 10.01(iv).

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         11.01. WAIVER OF COMPLIANCE. Any failure of the Company and USD, on the
one hand, or URA, on the other, to comply with any obligation, covenant,
agreement or condition herein may be expressly waived in writing by the Chairman
of the Board or President of URA or USD, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.


         11.02. EXPENSES; TRANSFER TAXES Whether or not the transactions
contemplated by this Agreement shall be consummated, each party agrees that all
fees and expenses incurred by it in 


                                       12

<PAGE>   13

connection with this Agreement shall be borne by it, including, without
limitation, all fees of counsel and accountants. URA agrees that it will pay all
transfer or other taxes which may be payable in connection with the Acquisition.

         11.03. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or if mailed, certified or registered mail,
return receipt requested, with postage prepaid or if delivered to an overnight
courier that guarantees next-day delivery.

a)       If to USD, to:
         US Diagnostic Inc.
         777 South Flagler Drive
         Suite 1201 East
         West Palm Beach, Florida  33401
         Attention: Joseph A. Paul
         Telephone: (561) 832-0006
         Telecopy: (561)833-8391
         or to such other person or address as or USD shall furnish to URA in
         writing.

b)       If to URA, to:
         Todd Richey, President
         United Radiology Associates, Inc.
         1003 South Loop West, Suite 510
         Houston, Texas   77054

         with a copy to:
         Lewis K. Harley, P.C.
         5433 Westheimer Road, Suite 1014
         Houston, Texas   77057
         or to such other person or address as URA shall furnish to USD in
         writing.

         11.04. ASSIGNMENT. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties hereto.

         11.05. PUBLICITY. Neither USD, the Company nor URA shall make or issue,
or cause to be made or issued, any announcement or written statement concerning
this Agreement or the transactions contemplated hereby for dissemination to the
general public without the prior consent of the other party. This provision
shall not apply, however, to any announcement or written statement required to
be made by law or the regulations of any federal or state governmental agency or
any stock exchange, except that the party required to make such 



                                       13
<PAGE>   14

announcement shall, whenever practicable, consult with the other party
concerning the timing and content of such announcement before such announcement
is made.

         11.06. GOVERNING LAW; JURISDICTION COUNTERPARTS; HEADINGS. This
Agreement and the legal relations among the parties hereto shall be governed by
and construed in accordance with the laws of the State of Texas, without regard
to its conflicts of law doctrine. The parties hereto (a) hereby irrevocably and
unconditionally submit to the exclusive jurisdiction of the courts of the State
of Texas located in Harris County or in the United States District Court for the
Southern District of Texas for purposes of any suit, action or other proceeding
arising out of this Agreement or the subject matter hereof brought by any party
hereto, and (b) hereby waive and agree not to assert, by way of motion, as a
defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that
its property is exempt or immune from attachment or execution, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper, or that this Agreement or the subject
matter hereof may not be enforced in or by such court, and (c) hereby waives in
any such action, suit, or proceeding any offsets or counterclaims. Each party
hereto hereby consent to service of process by certified mail at the address set
forth in Section 11.03 hereof and agrees that its submission to jurisdiction and
its consent to service of process by mail is made for the express benefit of the
other parties hereto. Final judgment against any party hereto in any action,
suit or proceeding shall be conclusive, and may be enforced in other
jurisdictions by suit, action or proceeding on the conclusive evidence of the
fact and of the amount of any indebtedness or liability of such party therein
described. 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. The headings of the
Sections and Articles of this Agreement are inserted for convenience only and
shall not constitute a part hereof or affect in any way the meaning or
interpretation of this Agreement.

         11.07. ENTIRE AGREEMENT. This Agreement, including the Exhibits and
Schedules hereto, and the other documents and certificates delivered pursuant to
the terms hereof, including but not limited to the Asset Purchase Agreement, set
forth the entire agreement and understanding of the parties hereto in respect of
the subject matter contained herein, and supersede all prior agreements,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party hereto.

         11.08. THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or corporation other than the parties hereto
and their successors or assigns, any rights or remedies under or by reason of
this Agreement.

         11.09. CONFIDENTIALITY. Each party hereto will hold and will cause its
consultants and advisors to hold in strict confidence, unless compelled to
disclose by judicial or administrative 


                                       14

<PAGE>   15

process or, in the opinion of its counsel, by other requirements of law, all
documents and information concerning the other party furnished it by such other
party or its representatives in connection with the transactions contemplated by
this Agreement (except to the extent that such information can be shown to have
been (i) previously known by the party to which it was furnished, or (ii) later
lawfully acquired from other sources by the party to which it was furnished),
and each party will not release or disclose such information to any other
person, except its auditors, attorneys, financial advisors, bankers and other
consultants and advisors in connection with this Agreement. If the transactions
contemplated by this Agreement are not consummated, such confidence shall be
maintained except to the extent such information comes into the public domain
through no fault of the party required to hold it in confidence, and such
information shall not be used to the detriment of, or in relation to any
investment in, the other party and all such documents (including copies thereof)
shall be returned to the other party immediately upon the written request of
such other party. Each party shall be deemed to have satisfied its obligation to
hold confidential information concerning or supplied by the other party if it
exercises the same care as it takes to preserve confidentiality for its own
similar information.





                           [Intentionally Left Blank]











                                       15
<PAGE>   16



         IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed all as of the day and year first above written.

US DIAGNOSTIC INC.



By: /s/ Joseph A. Paul                                  
    -----------------------------
    Joseph A. Paul, Chief Executive Officer and President


U.S. IMAGING, INC.



/s/ Joseph A. Paul                                        
- ---------------------------------
BY: 
   ------------------------------
ITS:
    -----------------------------


UNITED RADIOLOGY ASSOCIATES, INC.



BY: /s/ Todd Richey 
    -----------------------------
    Todd Richey, President







                                       16

<PAGE>   1
                                                                    EXHIBIT 2(b)

                             SECURED PROMISSORY NOTE


$1,850,000                                                     February 12, 1999


         FOR VALUE RECEIVED, UNITED RADIOLOGY ASSOCIATES, INC., a Texas
corporation (herein called the "Maker"), for value received, hereby promises to
pay to the order of US DIAGNOSTIC INC., a Delaware corporation (herein called
"USD") on February 12, 2001, the principal sum of One Million, Eight Hundred and
Fifty Thousand Dollars ($1,850,000), together with interest upon the principal
hereof at six percent (6%) (the "Applicable Rate"). Interest on this Note shall
accrue on the outstanding principal amount from the date of issuance until the
date of repayment of the principal and payment of accrued interest in full.
Interest shall be payable semi-annually on the last day of August and February,
commencing on August 31, 1999. Interest shall be calculated on the basis of a
365 day year. Payments hereunder shall be made at such place as the holder
hereof shall designate to the undersigned, in writing, in lawful money of the
United States of America. Any payment which becomes due on a Sunday or legal
holiday shall be payable on the next business day.

         Notwithstanding the foregoing, any overdue principal of and overdue
interest on this Note shall bear interest, payable on demand in immediately
available funds, for each day from the date payment thereof was due to the date
of actual payment, at a rate equal to the higher of (i) a rate equal to the
Applicable Rate plus two percent (2%) per annum, or (ii) the highest rate
permitted by Florida law (the "Default Rate").

         This Promissory Note is issued pursuant to the Stock Purchase
Agreement, dated as of February 11, 1999 (the "Purchase Agreement"), among USD,
Maker, and U.S. Imaging, Inc., a Texas corporation, and is subject to all of the
terms and conditions contained therein. Payment of any and all amounts due and
owing under this Promissory Note is guaranteed by Dr. L.E. Richey, M.D.,
pursuant to the guaranty attached as EXHIBIT 1 hereto.

         This Promissory Note shall, (i) upon declaration by USD or (ii)
automatically upon acceleration pursuant to clause (c) below, become immediately
due and payable on the occurrence of any of the following specified events of
default:

         (a) If the Maker shall default in the due and punctual payment of the
principal amount of this Promissory Note when and as the same shall become due
and payable, whether at maturity or by acceleration; or



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<PAGE>   2


         (b) If the Maker shall default in the due and punctual payment of
interest on this Promissory Note when the same shall become due and payable and
such default shall continue uncured for a period of ten (10) days; or

         (c) If the Maker shall commence a voluntary case or other proceeding
seeking liquidation, reorganization, or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property, or shall consent to any such relief or to the appointment of or taking
of possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of
creditors, or shall take any corporate action to authorize any of the foregoing,
or the Maker is unable, or admits in writing that it is unable, to pay its debts
as they mature or an involuntary case or other proceeding shall be commenced
against the Maker seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other proceeding shall remain
undismissed or unstayed for a period of 60 consecutive days; or

         (d) If the Maker shall default in the observance or performance of any
other covenant or agreement contained in this Promissory Note, or any covenant
or agreement contained in the Purchase Agreement, which default continues for a
period of fifteen (15) days after the Maker receives written notice thereof from
USD; or

         (e) If there is a change in control of the Maker (i.e. if the
stockholders of the Maker as of the date of this Promissory Note shall sell or
transfer 50% or more of the voting stock in the Maker, or if the Maker shall
merge into another entity whereby such stockholders become stockholders of the
combined company and own less than 50% of the voting stock of the combined
company, or if the Maker shall sell or transfer 50% or more of its assets),
unless simultaneously with the consummation of such change in control, the
acquiring entity shall guaranty all obligations under this Promissory Note, or,
if there is a sale of assets or merger, the acquiring entity issues a
replacement promissory note in like tenor, amount, and terms and, if the
acquiring entity is a subsidiary of another entity, the ultimate parent entity
guarantees the replacement promissory note. Maker shall give USD written notice
ten (10) days prior to a change of control as described above. A transfer of the
voting stock of Maker to (i) persons related by blood to the stockholders of
Maker as of the date hereof (Todd Richey and Lisa Brockett) or (ii) an entity
affiliated with such stockholders solely for estate planning purposes, shall not
be deemed to be a change of control hereunder; provided, however, that such
transferee simultaneously with the transfer, guarantees all obligations under
this Promissory Note (which guaranty shall be in addition to the Guaranty of
this Note by Dr. L.E. Richey, M.D. of even date herewith).



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<PAGE>   3


         Declaration of this Promissory Note being immediately due and payable
by USD may only be made by written notice to the Maker declaring the unpaid
balance of the principal amount of this Promissory Note and accrued interest
thereon to be due. Such declaration shall be deemed given automatically upon the
occurrence of any event specified in clause (c) above. In the event of a
default, all costs of collection, including reasonable attorneys' fees, shall be
paid by the Maker.

         This Promissory Note may be prepaid by the Maker in whole at any time
or in part from time to time without premium or penalty.

         This Promissory Note is secured by a security interest in all of the
assets of Maker and its direct and indirect wholly-owned subsidiaries listed on
SCHEDULE A to, and pursuant to the terms of, that Security Agreement dated of
even date herewith by and between Maker and USD (a copy of which is attached to
this Promissory Note as EXHIBIT 2) .

         The Maker for itself and its successors and assigns hereby waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance or endorsement of this
Promissory Note, and agrees that this Promissory Note shall be deemed to have
been made under, and shall be interpreted and governed by reference to, the laws
of the State of Texas, without regard to conflict of law principles thereunder,
except for purposes of usury which shall be governed by Florida law.

         No provision of this Promissory Note may be waived, altered or amended,
except by written agreement between the Maker and USD. Any waiver by USD of a
breach of any provision of this Promissory Note shall not operate or be
construed as a waiver of any subsequent breach of the same or any other
provision hereof. No failure to exercise and no delay in exercising, on the part
of USD, any right, power or privilege under this Promissory Note shall operate
as a waiver thereof nor shall any partial exercise of any right, power or
privilege preclude any other or further exercise thereof, or the exercise of any
other power, right, or privilege.

         It is not the intention of USD nor the Maker to obligate the Maker to
pay interest in excess of that legally permitted to be paid by Maker under
applicable law and should it be determined that Maker is required to pay
usurious interest under the Note, the obligations of the Maker shall be limited
to paying the maximum rate permitted under said applicable law. This provision
shall not limit in any respect, other than the payment of such interest as may
be usurious, the obligation of the Maker to pay the principal amount due plus
other substitute amounts due under the terms of this Promissory Note.

         In the event this Promissory Note is placed in the hands of an attorney
for enforcement or if any action or proceeding is commenced to enforce any
rights under this Promissory Note, USD shall be entitled to its reasonable
attorney's fees incurred.




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<PAGE>   4


         IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be
signed in its corporate name by its President as of the date hereinabove set
forth.


UNITED RADIOLOGY ASSOCIATES, INC.



BY: /s/ Todd Richey                                       
    ------------------------------------
    Todd Richey, President




















                                       4

<PAGE>   1
                                                                    EXHIBIT 2(c)



                                    GUARANTY

                                                   Dated as of February 12, 1999

         FOR AND IN CONSIDERATION OF One Dollar ($1.00) and other good and
valuable considerations, the receipt whereof is hereby acknowledged, the
undersigned, for itself, and its successors and assigns (the "Guarantor"),
hereby absolutely and unconditionally guarantees to US DIAGNOSTIC INC., a
Delaware corporation, its successors and assigns ("USD"), prompt and full
payment, when and as the same may become due and payable, whether by
acceleration or otherwise, of any and all indebtedness, obligations or
liabilities of UNITED RADIOLOGY ASSOCIATES, INC., a Texas corporation and of its
successors and assigns (collectively, the "Borrower"), under that certain
Promissory Note, dated as of February 12, 1999, between the Borrower and USD, in
the aggregate principal amount of $1,850,000 (One Million, Eight Hundred and
Fifty Thousand Dollars) (the "Note"), including the principal of and interest on
the Note, and all renewals, extensions or replacements of the Note. All of the
above-described indebtedness, obligations and liabilities of Borrower are
sometimes referred to hereinafter as the "indebtedness hereby guaranteed."
Guarantor hereby agrees that its obligations under this Guaranty constitute a
guaranty of payment when due and not of collection.

         The Guarantor hereby further agrees as follows:

         1. The Guarantor hereby waives demand of payment, presentment, protest
and notice of protest, non-payment, default or dishonor on any and all of the
indebtedness hereby guaranteed and consents to alteration of any such
indebtedness, including, without limitation, alteration of the rate of interest.
The Guarantor consents, without any notice, to any extensions that USD may give
to Borrower, and the Guarantor ratifies and confirms all extensions, renewals or
replacements of the Note. Payments by the Guarantor to USD pursuant to this
Guaranty shall be made at the principal executive offices of USD in West Palm
Beach, Florida, in lawful money of the United States of America. The Guarantor
also hereby agrees to pay to USD any and all expenses of collection and
enforcement under this Guaranty and of the indebtedness hereby guaranteed,
including but not limited to court costs and reasonable attorneys' fees.

         2. Any amounts received by USD from whatsoever source on account of the
Borrower's indebtedness, obligations or liabilities may be applied by USD toward
the payment of such of the indebtedness or liabilities, and in such order of
application, as USD may from time to time elect; and, notwithstanding any
payments made by or for the account of Guarantor pursuant to this Guaranty, the
Guarantor shall not be subrogated to any rights of USD until such time as USD
shall have received payment of the full amount of all the indebtedness hereby
guaranteed.


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<PAGE>   2


         3. The Guarantor hereby consents to USD from time to time extending the
time of payment in whole or in part of any and all of the indebtedness hereby
guaranteed for such time or times as USD may determine and hereby waives notice
thereof to or obtaining the consent of the Guarantor. Such extension or
extensions may be longer than the time for repayment of the original
indebtedness hereby guaranteed. The Guarantor further agrees that this Guaranty
shall apply with equal force and effect to any renewal or renewals of any of the
indebtedness hereby guaranteed. The Guarantor further consents to USD
exchanging, surrendering, repledging or otherwise dealing with any of the
indebtedness hereby guaranteed without impairing this Guaranty and hereby waives
notice thereof to or obtaining the consent therefor of the Guarantor. The
Guarantor hereby consents to the partial or total release of the Borrower or
other persons primarily or secondarily liable. If at any time all or any part of
any payment theretofore applied by USD to any indebtedness hereby guaranteed is
or must be rescinded or returned by USD for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy or reorganization of the
Borrower) such indebtedness shall for the purpose of this Guaranty, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application by USD, and this
Guaranty shall continue to be effective or be reinstated, as the case may be, as
to such indebtedness as though such application by USD had not been made.

         4. Notice by USD of the acceptance of and reliance on this Guaranty is
hereby waived. No act, delay or omission of any kind by USD shall affect or
impair this Guaranty, and USD shall have no duties to the Guarantor. The
Guarantor hereby agrees that its obligations hereunder shall be absolute and
primary and shall be complete and binding as to the Guarantor and subject to no
conditions precedent or otherwise. It is specifically understood and agreed that
this Guaranty shall be in full force and effect and fully enforceable according
to the terms and conditions herein notwithstanding any limitations which may
exist with respect to the liability of the Borrower to pay the indebtedness
guaranteed hereunder. This Guaranty contains the full agreement of the Guarantor
and is not subject to any oral conditions.

         5. The obligations hereunder shall be continuing and irrevocable except
as hereinafter provided. The obligation of the Guarantor hereunder with respect
to any and all of the indebtedness, obligations and liabilities of the Borrower
incurred under the Note and hereby guaranteed shall continue until all of such
indebtedness, obligations, and liabilities have been fully paid and performed
and the Note has been terminated or the Guarantor has fully discharged all of
Guarantor's obligations hereunder and has been released from this Guaranty in
writing by USD.

         6. The liability of the Guarantor shall remain and continue in full
force and effect notwithstanding (i) the non-liability of the Borrower for any
reason whatsoever for the payment of the indebtedness guaranteed hereunder or
any part thereof, (ii) the voluntary or involuntary liquidation, dissolution,
marshaling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of, or any similar proceeding affecting Borrower or
any of its assets. USD may bring suit against the Guarantor separately without
having to contemporaneously sue or exhaust its remedies against the Borrower.



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<PAGE>   3


         7. USD shall not assign the indebtedness hereby guaranteed or this
Guaranty, except (i) by operation of law or otherwise in connection with a
merger, consolidation, reorganization, recapitalization, dissolution or a
business combination to which USD is a party or in which USD is involved, (ii) a
change in the ownership of, or the power to vote, a majority or more of the
voting stock of USD, or (iii) in connection with a sale of 50% or more of the
assets of USD (each, a "Permitted Assignment"). In the event of a Permitted
Assignment, the indebtedness hereby guaranteed shall be and remain indebtedness
for the purposes of this Guaranty, and each and every immediate and successive
assignee or transferee of any of the indebtedness hereby guaranteed or of any
interest therein shall, to the extent of the interest of such assignee or
transferee in the indebtedness hereby guaranteed be entitled to the benefits of
this Guaranty to the same extent as if such assignee or transferee were USD;
provided, however, that, unless USD shall otherwise consent in writing, USD
shall have an unimpaired right, prior and superior to that of any such assignee
or transferee, to enforce this Guaranty for the benefit of USD as to the
indebtedness hereby guaranteed which USD has not assigned or transferred. For
the purposes of this Guaranty, indebtedness shall include the indebtedness
hereby guaranteed to USD, notwithstanding any right or power of the Borrower or
anyone else to assert any claim or defense as to the invalidity or
unenforceability of any such obligation, and no such claim or defense shall
affect or impair the obligations of the Guarantor hereunder.

         8. No modification or waiver hereof shall be binding on USD unless in
writing signed by an officer of USD. This Guaranty shall be construed in
accordance with and governed by the laws of the State of Texas, without regard
to conflict of laws principles thereunder. Wherever possible, each provision of
this Guaranty shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Guaranty shall be prohibited
by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

         9. The Guarantor (a) hereby irrevocably and unconditionally submits to
the exclusive jurisdiction of the courts of the State of Texas located in Harris
County or in the United States District Court for the Southern District of Texas
for purposes of any suit, action or other proceeding arising out of this
Guaranty or the subject matter hereof brought by USD, Guarantor, or Borrower,
and (b) hereby waives and agrees not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper, or that this Agreement or the subject matter
hereof may not be enforced in or by such court, and (c) hereby waives in any
such action, suit, or proceeding any offsets or counterclaims. Guarantor hereby
consents to service of process by certified mail to Lewis K. Harley, P.C. at
5433 Westheimer, Suite 1014, Houston, Texas 77056 and agrees that its submission
to jurisdiction and its consent to service of process by mail is made for the
express benefit of USD and Borrower. Final judgment against Guarantor in any
action, suit or proceeding shall be conclusive, and may be enforced in other
jurisdictions by suit, action or proceeding on the conclusive evidence of the
fact and of the amount of any indebtedness or liability of such party therein
described.



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<PAGE>   4


         10. USD is hereby granted a security interest for the full amount of
the indebtedness hereby guaranteed, whether or not due and payable, upon all
property and securities now or hereafter in the possession or custody of USD by
or for the account of the Guarantor or in which the Guarantor may have an
interest (all remittances and property to be deemed to be in the possession of
USD as soon as put in transit to it by mail or carrier) and also upon the
balance of any deposit accounts of the Guarantor with USD existing from time to
time, and USD is hereby authorized and empowered at its option to appropriate
any and all thereof and to apply any and all thereof and the proceeds thereof to
the payment and extinguishment of the indebtedness hereby guaranteed at any time
after such indebtedness becomes due and payable. The security interest hereby
granted shall come into existence and continue whether or not any such
collateral is deposited to secure other obligations of the Guarantor to USD, and
USD is authorized to retain and keep any such collateral until payment and
extinguishment of the indebtedness hereby guaranteed. The Guarantor agrees to
pay any deficiency remaining after USD realizes on any security (whether
furnished by the Borrower, the Guarantor or a third party) but USD shall not be
required to first proceed against any such security.

         11. It is not the intention of USD nor the Guarantor to obligate the
Guarantor to pay interest in excess of that legally permitted to be paid by
Guarantor under applicable law and should it be determined that Guarantor is
required to pay usurious interest under the Note, the obligations of the
Guarantor shall be limited to paying the maximum rate permitted under said
applicable law. This provision shall not limit in any respect, other than the
payment of such interest as may be usurious, the obligation of the Guarantor to
pay the principal amount due plus other substitute amounts due under the terms
of the Note.

         12. Guarantor hereby warrants and represents to USD that, except as may
be set out in any exhibit attached hereto, (i) there are no legal proceedings,
material claims or demands pending against, or to the knowledge of Guarantor,
threatened against Guarantor or any of Guarantor's assets, (ii) Guarantor is not
in material breach or material default of any legal obligations it may have and
(iii) no event, including specifically Guarantor's execution and delivery of
this Guaranty) has occurred, which, with the passage of time or action by a
third party, could result in Guarantor's material breach of material default
under this Guaranty.

         13. No failure, omission or delay on the part of USD in exercising any
rights hereunder or in taking any action to collect or enforce payment of any
obligation to which this Guaranty applies or in enforcing observance or
performance of any agreement, covenant, term or condition to be performed or
observed under the Note or any other document executed in connection therewith,
either against the Borrower or any other person primarily or secondarily liable
with the Borrower, shall operate as a waiver of any such right or in any manner
prejudice the rights of USD against the Guarantor.



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<PAGE>   5



         14. THE GUARANTOR HEREBY, AND USD BY ITS ACCEPTANCE OF THIS GUARANTY,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR USD ACCEPTING THIS GUARANTY AND MAKING
ANY LOAN OR OTHER EXTENSION OF CREDIT TO THE BORROWER.










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<PAGE>   6



         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be dated
for convenience as of the date first written above.



                                                     /s/ L.E. Richey
                                                     ---------------------------
                                                     Dr. L.E. Richey, M.D.

SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:




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


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












                                       6

<PAGE>   1
                                                                    EXHIBIT 2(d)

                               SECURITY AGREEMENT

         United Radiology Associates, Inc., a Texas corporation ("URA"), in
consideration of the loan by US Diagnostic Inc., a Delaware corporation (the
"Secured Party"), to URA, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, hereby grants to the Secured
Party a lien upon and security interest in all of the assets of URA and each of
its direct and indirect wholly-owned subsidiaries listed on Schedule A to this
Security Agreement (collectively, the "Subsidiaries" and together with URA, the
"Debtors") now owned or hereafter acquired by any of the Debtors and all
proceeds (including insurance proceeds), products and all additions,
substitutions, replacements and accessions of or to any of the assets of the
Debtors (collectively, the "Collateral").

         This Security Agreement is entered into to secure payment of URA"s
promissory note (the "Note") to Secured Party in the principal amount of One
Million, Eight Hundred and Fifty Thousand and No/100 U.S. Dollars
($1,850,000.00), together with the interest and other charges described in the
Note, a copy of which is attached as Exhibit 1. The obligation of URA under the
Note is hereinafter referred to as the "Obligation."

         Incident thereto, URA agrees with Secured Party as follows:

         1. URA represents and warrants that:

         (a) The security interest granted to Secured Party in the Collateral
shall constitute a second lien and the Debtors are the lawful owner of such
Collateral and have good right to pledge, sell, assign, co-sign, transfer and
create a security interest in the same;

         (b) The Collateral shall continue to be free from any pledges, liens,
encumbrances and security interests or other claims in favor of others (except
the first lien in respect of the Collateral granted to DVI Financial Services
Inc. ("DVI") on February 12, 1999), and URA will, and shall cause the
Subsidiaries to, warrant and, at Secured Party's request, defend the same from
all claims and demands of all persons except DVI;

         (c) URA will not, and shall cause the Subsidiaries not to, permit any
of the Collateral to be levied upon under legal process except in respect of the
first lien in the Collateral granted to DVI;

         (d) URA will not, and shall cause the Subsidiaries not to, sell,
transfer, or otherwise dispose of any of the Collateral or any interest therein,
or offer to do so, except in the 





<PAGE>   2

ordinary course of business without the prior written consent of Secured Party,
which consent shall not be unreasonably withheld;

         (e) URA will not, and shall cause the Subsidiaries not to, permit
anything to be done that may impair the value of any of the Collateral or any of
the security intended to be afforded by this Security Agreement.

         2. Upon request and as instructed by Secured Party, URA agrees, and
shall cause the Subsidiaries, to comply with the requirements of all applicable
state and federal laws in order to grant to Secured Party a valid second lien
upon, and a security interest in, the Collateral described herein, or which may
be described in any amendment supplementary hereto.

         3. URA will pay, and shall cause the Subsidiaries to pay, before the
same become delinquent, all taxes, assessments and other charges lawfully and
validly levied or assessed upon the Collateral or any part thereof, and URA will
pay any and all fees, costs and expenses, of whatever kind and nature, which
Secured Party may incur in filing public notices, as well as expenses incurred
by Secured Party, including reasonable attorneys' fees and legal expenses, in
protecting, maintaining, preserving, enforcing or foreclosing the security
interest granted to Secured Party hereunder, whether through judicial
proceedings or otherwise, or in defending or prosecuting any actions or
proceedings arising out of or relating to this transaction, promptly after URA
shall have been notified by Secured Party of the amount of such fees, costs or
expenses.

         4. URA agrees to promptly notify Secured Party of any change in its or
any of the Subsidiaries" mailing address or principal place of business to
permit a prompt refiling of any outstanding notices, if necessary. URA shall
also advise Secured Party within 30 days of URA's knowledge of any new facts
which, under the applicable provisions of law, would affect the priority of the
secured interest granted to Secured Party by this instrument.

         5. Secured Party may discharge taxes, liens or security interests or
other encumbrances at any time levied or placed on the Collateral, may pay for
insurance on the Collateral and may pay for the maintenance and preservation of
the Collateral in the event any of the Debtors fails to fulfill its obligations
in connection therewith. All such sums, as well as costs, advanced by Secured
Party pursuant to this Security Agreement shall be due immediately from URA to
Secured Party, shall be secured hereby and shall bear interest at the default
rate specified in the Note from the date of payment by Secured Party until the
date of repayment by URA.

                                       2

<PAGE>   3


         6. URA shall be in default under this Security Agreement upon the
happening of any of the following events or conditions and URA's failure to cure
such default within ten days after receipt of written notice of a monetary
default or within 15 days after receipt of written notice of a non-monetary
default:

         (a) Default in the payment or performance of any obligation, covenant
or liability contained or referred to herein, or if there should occur an event
of default under the Note or any other obligation secured hereby;

         (b) If any written warranty, representation or statement pertaining to
Collateral secured by this Security Agreement, made or furnished to Secured
Party by any of the Debtors, or by any other party or agency clearly authorized
by the Debtors to make such written warranty, representation or statement,
proves to have been false in any material respect when made or furnished;

         (c) Any of the Debtors makes an assignment for the benefit of
creditors, institutes or suffers the institution of a case or other proceeding
under any applicable bankruptcy law, or any similar order or decree having the
same general purpose, and which, if involuntary, is not dismissed, stayed,
discharged or vacated within 90 days thereafter or suffers the attachment,
execution or other judicial seizure of all or any substantial part of its assets
remaining undismissed or undischarged for a period of 30 days after the levy
thereof;

         (d) Entry of any judgment against any of the Debtors for more than
$100,000;

         (e) Dissolution, merger or transfer of a substantial part of the
property of any of the Debtors;

         (g) Appointment of a receiver for the Collateral or any part thereof or
for any property in which any of the Debtors has an interest; or

         (h) A default occurs under any of the financing documents executed by
URA or any of the Subsidiaries in favor of DVI.

         7. (a) Upon the occurrence of any event of default, as described above,
and at any time thereafter, Secured Party may declare the Obligation secured
hereby immediately due and payable, and shall have, in addition to all other
remedies available at law or equity, the remedies of a secured party under the
Uniform Commercial Code as adopted in Texas. Secured Party may, with judicial
assistance, take possession of the Collateral and URA will not, and shall cause
the Subsidiaries not to, resist or interfere with such action. Unless the
Collateral is perishable or threatens to decline speedily in value or is a type
customarily sold on a recognized market, Secured Party will give the Debtors
reasonable notice of the time and place of any public sale thereof, or of the
time after which any private sale or any other intended disposition thereof is
to be made. The requirements of reasonable notice shall be met if such notice is
mailed, postage prepaid, to the business address of URA stated on the signature
page of this Security Agreement at least 15 days before the time of the sale or
disposition. Expenses of retaking, holding, preparing for sale, selling or the
like shall include the Secured Party's reasonable attorneys' fees and legal
expenses.



                                       3
<PAGE>   4


         (b) In case of the exercise of any of the rights of Secured Party
hereunder, all Collateral and other property or security given to secure the
indebtedness secured hereby may be offered for sale for one total price, and the
proceeds of such sale accounted for in one account without distinction between
items of security or without assigning to them any proportion of the proceeds of
such sale. URA insofar as it legally may so do, hereby waives, and shall cause
each of the Subsidiaries insofar as they legally may do so, to waive, the
application of any doctrine of marshaling of the Collateral, or such other
property or security, which may be offered for sale separately, and sales may be
held from time to time, and all powers of Secured Party shall not be fully
executed until all Collateral, and such other property or security, shall have
been sold.

         8. No waiver by Secured Party of any default shall operate as a waiver
of any other default or of the same default on a future occasion. All rights of
Secured Party hereunder shall inure to the benefit of its successors and
assigns; and all obligations of URA shall bind its successors and assigns.

         9. The covenants and agreements contained in this Security Agreement
shall extend to and inure to the benefit of, and be binding upon, the respective
successors, heirs, executors, administrators and assigns of the parties hereto,
the same as if they were in every case named and expressed.

         10. A reproduction of this Security Agreement or any financing
statement relating hereto shall be sufficient as a financing statement and may
be filed in any public office as a financing statement.

         11. Unless otherwise indicated herein, the Secured Party's discretion
under this Security Agreement shall be exercised reasonably to the extent
required by law.

         12. URA shall, and shall cause each of the Subsidiaries to, execute,
deliver and record a UCC-1 Financing Statement with the Secretary of State of
Texas.

         13. The parties agree to execute, acknowledge, deliver and file, or
cause to be executed, acknowledged, delivered and filed, all further
instruments, agreements or documents as may be necessary to consummate the
transactions provided for in this Agreement and to do all further acts necessary
to carry out the purpose and intent of this Agreement.

         14. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas without reference to its conflicts of law
principles. Venue and jurisdiction of all actions relating to the performance or
interpretation of this Agreement may be brought only in the courts of the State
of Texas. The parties consent to personal jurisdiction in the courts described
in this Section for the purpose of all actions, and waive all objections to
venue and the right to assert that a court chosen under this Section is improper
based on the doctrine of forum non conveniens.



                                       4
<PAGE>   5


         15. If litigation is brought concerning this Agreement, the prevailing
party shall be entitled to receive from the non-prevailing party, and the
non-prevailing party shall upon final judgment and the expiration of all appeals
immediately pay upon demand all reasonable attorneys' fees and expenses of the
prevailing party. Except as otherwise provided in this Agreement, each party
shall pay its own legal fees and disbursements and other expenses incurred in
connection with this Agreement.

         16. This Agreement constitutes the entire understanding of the parties
and supersedes all prior discussions, negotiations, agreements and
understandings, whether oral or written, with respect to its subject matter.
This Agreement may be modified only by a written instrument properly executed by
all of the parties.

         17. If any one or more of the provisions of this Agreement is held
invalid, illegal or unenforceable, the remaining provisions of this Agreement
shall be unimpaired, and the invalid, illegal or unenforceable provision shall
be replaced by a mutually acceptable valid, legal and enforceable provision
which comes closest to the intent of the parties.

         18. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Security Agreement
as of February 12, 1999.

                                       UNITED RADIOLOGY ASSOCIATES, INC.



                                       By: /s/ Todd Richey
                                           -----------------------------------
                                           Todd Richey, President

                                       Address: 
                                               -------------------------------

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

                                       US DIAGNOSTIC INC.

                                       By: /s/ Joseph A. Paul
                                           -----------------------------------
                                           Joseph A. Paul, Chief Executive 
                                             Officer and President

                                       Address:
                                               -------------------------------

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



                                       5
<PAGE>   6



                                   SCHEDULE A



U.S. Imaging, Inc.
Fort Bend Imaging, Inc.
Fannin Street Imaging, Inc.
Steeplechase Diagnostic Center, Inc.
East Side Imaging, Inc.
Gulf Coast Imaging Services Inc.
San Antonio Diagnostic Imaging, Inc.

all Texas corporations















                                       6

<PAGE>   1
                                                                    EXHIBIT 2(e)


                            STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of January 21, 1999, by and amongst
Integrated Health Concepts Inc., a Texas corporation ("IHC" or the "Company"),
US Diagnostic Inc., a Delaware corporation ("USD"), and Mohammad Athari, M.D., a
resident of Houston, Texas ("Buyer").

                                   WITNESSETH:

         WHEREAS, USD owns 85% of the outstanding capital stock of IHC (the
"Company Stock"); and

         WHEREAS, IHC is engaged in the business of owning and operating
diagnostic imaging centers primarily in Houston, Texas; and

         WHEREAS, subject to the limitations and exclusions contained in this
Agreement and on the terms and conditions hereinafter set forth, USD desires to
sell, and Buyer desires to purchase, the Company Stock (the "Acquisition");

         NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein contained, the
parties hereto do hereby agree as follows:

                                    ARTICLE I
                     PURCHASE AND SALE OF THE COMPANY STOCK
                     --------------------------------------

         1.01. AGREEMENT TO PURCHASE. At the Closing, Buyer shall purchase the
Company Stock from USD, upon and subject to the terms and conditions of this
Agreement, in exchange for the Purchase Price (as defined in Section 1.02
hereof).

         1.02. PURCHASE PRICE. Subject to the terms and conditions of this
Agreement, in reliance on the representations, warranties and agreements of USD
and the Company contained herein, and in full and complete consideration of the
sale, assignment, transfer and delivery of the Company Stock, the purchase price
(the "Purchase Price") for the Company Stock shall be $2,900,000, payable at the
Closing, plus (i) the assumption, release and extinguishment of the specific
liabilities set forth in Section 4.03 in accordance with Section 4.03, and (ii)
the payment of the amounts set forth in Section 1.06 in accordance with Section
1.06. USD shall cause the Company to continue to pay all payables in the
ordinary course of business through December 31, 1998 including, but not limited
to all Company payroll, taxes, notes, rental payments, insurance and trade,
consistent with prior practice of USD and the Company.

         1.03. CLOSING. The Closing of the transactions contemplated by this
Agreement will take place at the offices of USD, or at such other place as the
parties may agree in writing, at 



<PAGE>   2

10:00 a.m. (local time) on January 22, 1999, or at such other time as the
parties may agree in writing (the "Closing Date"). The Closing will be deemed to
have occurred for accounting and other purposes at the close of business on
December 31, 1998.

         1.04. FURTHER ASSURANCES. After the Closing, each party hereto shall
from time to time, at the request of any other party hereto and without further
cost or expense to the requesting party, execute and deliver such other
instruments of conveyance and transfer and take such other actions as the
requesting party may reasonably request, in order to carry out the intent of
this Agreement and the documents referred to herein. For a period of no less
than 90 days after the Closing Date, USD shall from time to time at the request
of Buyer, provide assistance in the transition of operations in the Company,
which shall include, but not be limited to, assistance with human resource
issues, transfer of utilities, computer related issues, insurance, service
agreements and other matters related to the operation of the Company. In
addition, for a period of no more than 90 days after the Closing Date, USD shall
provide billing and collection services to the Company, and the Company shall
reimburse USD for USD's actual costs in connection with providing such services.

         1.05. NONREFUNDABLE DEPOSIT. Simultaneously with execution of this
Agreement, Buyer shall deliver to Steel Hector & Davis LLP, as escrow agent
pursuant to the escrow agreement in the form attached hereto as Exhibit A (the
"Escrow Agreement"), a bank cashier's check or certified check in the amount of
$1,000,000 which amount shall, subject to the provisions of the Escrow
Agreement, constitute a nonrefundable deposit (the "Deposit"). Upon consummation
of the transactions contemplated by this Agreement in accordance with the terms
of this Agreement, the Deposit shall be credited towards the Purchase Price. In
the event that the transactions contemplated by this Agreement are not
consummated in accordance with the terms of this Agreement for any reason, then
the Deposit shall be and remain fully nonrefundable.

         1.06. BALLARD SETTLEMENT. Prior to or on the Closing Date, Buyer agrees
to (i) pay to USD a lump sum of $400,000 in cash which sum is to reimburse USD
for that portion of the settlement (the 'settlement") which USD paid in December
1998 pursuant to the Settlement Agreement and Release among IHC, USD and Don
Ballard, an individual and also as Trustee of the Don Ballard Investment Trust
(collectively, "Ballard"), dated as of December 3, 1998, and (ii) pay to USD a
lump sum of $300,000 in cash, or assume USD's obligation to pay such sum with
appropriate consents and releases of USD, in USD's sole option, which sum
represents the balance of the Settlement which is to be paid by USD to Ballard
in 1999 and 2000.



                                       2
<PAGE>   3

                                   ARTICLE II
              REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND USD
              -----------------------------------------------------

         The Company and USD hereby represent, covenant and warrant to Buyer as
follows:

         2.01. ORGANIZATION, GOOD STANDING. IHC is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas and
has full corporate power and authority to carry on its business as it is now
being conducted and to own the properties and assets it now owns. The copies of
the articles of incorporation of IHC attached hereto as SCHEDULE 2.01 are
complete and correct copies of such instruments as presently in effect.

         2.02. CAPITALIZATION. (a) As of the date hereof, the authorized capital
stock of IHC is fully described in SCHEDULE 2.02 and is true and correct in all
respects. All issued and outstanding shares of capital stock of IHC are duly and
validly authorized, issued, fully paid and nonassessable. There are no
outstanding (a) securities convertible into or exchangeable for the capital
stock; (b) options, warrants or other rights to purchase or subscribe to the
capital stock or securities convertible into or exchangeable for capital stock;
or (c) contracts, commitments, agreements, understandings or arrangements of any
kind relating to the issuance of the capital stock, any such convertible or
exchangeable securities or any such options, warrants or rights. Except as set
forth in SCHEDULE 2.02, USD owns the Company Stock free and clear of all liens,
security interests and encumbrances and upon delivery of the certificates in
accordance with this agreement, Buyer will be the record and beneficial owner
and holder of Company Stock, free and clear of all security interests, liens and
encumbrances. IHC does not own capital stock or other equity securities of any
corporation, partnership, or other entity or any rights to acquire any equity or
ownership interest in any business.

         2.03. AUTHORIZATION, ETC. IHC has corporate power and authority, and
USD has corporate power and authority, to enter into this Agreement and to carry
out the transactions contemplated hereby. IHC has taken all action required by
law, its charter documents, or otherwise to be taken by it to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, and this Agreement is a valid and binding
agreement of the IHC and USD enforceable in accordance with its terms.

         2.04. FINANCIAL STATEMENTS. IHC and USD have heretofore delivered to
Buyer audited consolidated financial statements of USD for the fiscal years
ended December 31, 1996 and 1997 (the "USD Financial Statements") and the
unaudited financial statements of IHC (i) for the fiscal year ended December 31,
1997, (ii) for the nine months ended September 30, 1998 and (iii) for the month
ended October 31, 1998 (the "Company Financial Statements," and together with
the USD Financial Statements, the "Financial Statements"). The USD Financial
Statements and the notes thereto fairly present the assets, liabilities,
financial condition and results of operations of USD, and the Company Financial
Statements and the notes thereto fairly present the assets, liabilities,
financial condition and results of operations of IHC, all as at the respective
dates thereof and for the periods referred to therein, and all in accordance
with generally accepted accounting principles, subject, in the case of interim
Financial Statements, to normal recurring year-end adjustments and the absence
of notes, consistently applied throughout the periods involved, except as
disclosed in the notes to the Financial Statements.



                                       3
<PAGE>   4

         2.05. CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES AND OTHERS.
Except as set forth on SCHEDULE 2.05, no material consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority is required in connection with the execution, delivery
and performance of this Agreement or the consummation of the transactions
contemplated hereby.

         2.06. COMPLIANCE WITH LAW. Since August 29, 1996, the operations of the
Company have been conducted in accordance with all material applicable laws,
regulations and other requirements of all national governmental authorities, and
of all states, municipalities and other political subdivisions and agencies
thereof, having jurisdiction over, including, without limitation, all such laws,
regulations and requirements relating to consumer protection, equal opportunity,
health, occupational safety, pension and securities matters, including those
promulgated by the Health Care Financing Administration and the Texas Department
of Health. Except as set forth on SCHEDULE 2.06, the Company has not received
any notification of any assorted present or past failure by the Company to
comply with any material laws, rules or regulations.

         2.07. BROKERS AND FINDERS. Neither USD nor the Company, nor any of
their officers, directors or employees, has employed any broker or finder or
incurred any liability for any brokerage fees, commissions or finders' fees in
connection with the transactions contemplated by this Agreement.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

Buyer represents and warrants to the Company and USD as follows:

         3.01. CORPORATE ORGANIZATION; ETC. Buyer is an individual residing in
Houston, Texas and has the power and authority to carry on its business as now
being conducted and to own the properties and assets it now owns.

         3.02. AUTHORIZATION, ETC. Buyer has the power and authority to enter
into this Agreement and to carry out the transactions contemplated hereby. Buyer
has taken all action required by law or otherwise to authorize the execution and
delivery of this Agreement and the transactions contemplated hereby, and this
Agreement is a valid and binding agreement of Buyer enforceable against Buyer in
accordance with its terms. Buyer has the absolute and unrestricted right, power,
and authority to execute, deliver and perform its obligations under, this
Agreement (and the agreements referenced herein). No filing by Buyer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 is required in connection
with the Acquisition.

         3.03. CERTAIN PROCEEDINGS. There is no pending proceeding that has been
commenced against Buyer that challenges, or may have the effect of preventing,
delaying, making illegal, or 


<PAGE>   5

otherwise interfering with, any of the transactions contemplated hereby. To
Buyer's actual knowledge, no such proceeding has been threatened.

         3.05 BROKERS OR FINDERS. Neither Buyer nor any of its officers,
directors, employees or shareholders has employed any broker or finder, or
incurred any liability, contingent or otherwise, for any brokerage fees,
commissions, finders' fees or other similar payment in connection with the
transactions contemplated by this Agreement and will indemnify and hold the
Company and USD harmless from any such payment alleged to be due by or through
Buyer as a result of the action of Buyer or any of its officers, directors,
employees or shareholders.

                                   ARTICLE IV
                     COVENANTS OF THE COMPANY, USD AND BUYER
                     ---------------------------------------

The parties hereto hereby covenant and agree as follows:

         4.01. CONSENTS. The Company will (i) prior to the Closing, use its best
efforts to obtain all consents and waivers set forth on SCHEDULE 2.05 hereto
(the "Required Consents"); and (iii) use its best efforts to assist Buyer in
obtaining all necessary approvals from any governmental agencies or departments
as may be necessary or desirable in connection with the Acquisition. All
Required Consents will be in writing and executed counterparts thereof will be
delivered to Buyer prior to the Closing.

         4.02. SUPPLEMENTS TO SCHEDULES. From time to time prior to the Closing,
USD and the Company will promptly supplement or amend any Schedule hereto with
respect to any matter hereafter arising which, if existing or occurring at the
date of this Agreement, would have been required to be set forth or described in
any such Schedule. No supplement or amendment of any such Schedule shall be
deemed to be a breach of any representation or warranty made in this Agreement.

         4.03. RELEASE AND ASSUMPTION OF DEBT. Buyer hereby covenants and agrees
to take any and all action necessary to, effective prior to or on the Closing
Date, (i) cause USD and/or the Company to be removed as guarantor (and all of
its obligations fully extinguished) on the debt instruments listed on SCHEDULE
4.03(a) hereto (collectively, the "Guaranteed Debt") and (ii) relieve USD and/or
the Company from any and all obligations under or relating to (A) the
instruments and agreements listed on SCHEDULE 4.03(b) and (B) any and all other
instruments or agreements relating to IHC, the centers operated thereby, or the
debt or assets thereof, or arising in connection with USD's ownership of IHC
(collectively, the "Assumed Obligations") so as to fully and completely
extinguish any and all liabilities USD and/or the Company may have with respect
to such Assumed Obligations and Guaranteed Debt. Any such action shall include
but not be limited to, the assumption and/or guarantee, as may be necessary, of
the Guaranteed Debt or Assumed Obligations by Buyer or, on Buyer's behalf, by a
third party. All such releases and instruments related to the foregoing shall be
in forms satisfactory to counsel for USD and the 



                                       5
<PAGE>   6

Company. In addition, Buyer agrees that, effective prior to or on the Closing
Date, Buyer (i) shall cause that certain Secured Promissory Note dated August
28, 1996 to Dr. Mohammad Athari, M.D. ("Athari"), as trustee for the entities
listed on Schedule 1 thereto (collectively, "Payee"), in an aggregate principal
amount of $2,500,000 to be paid in full (including the principal thereof plus
accrued but unpaid interest, if any) and/or surrendered to IHC for cancellation,
and (ii) shall terminate or cause the termination of the following agreements
such that all obligations of IHC and USD pursuant thereto shall be terminated
and extinguished, to the reasonable satisfaction of counsel thereto, and any
security or collateral pledged pursuant to such agreements shall be fully and
completely surrendered and released to the pledgor thereof: (i) the Security
Agreement dated August 28, 1996 from IHC, as debtor, to Payee, as Secured Party,
covering the collateral described therein, (ii) the Guaranty dated August 28,
1996 from USD, as guarantor, to Payee, (iii) the Pledge Agreement by USD of the
stock of IHC dated August 28, 1996 by and between USD, as pledgor, and Athari,
as trustee on behalf of the entities listed on Exhibit A thereto, and (iv) the
Consulting Agreement by and between IHC and Athari effective August 29, 1996
(which Consulting Agreement may, in the alternative, be assumed rather than
terminated, with appropriate releases of USD).

                                    ARTICLE V
                CONDITIONS TO THE COMPANY's AND USD's OBLIGATIONS
                -------------------------------------------------

         Each and every obligation of the Company and USD under this Agreement
to be performed on or before the Closing shall be subject to the satisfaction,
on or before the Closing, of each of the following conditions, unless waived in
writing by the Company and USD:

         5.01. REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of Buyer contained herein shall be in all material respects true and
accurate as of the date when made and at and as of the Closing as though such
representations and warranties were made at and as of such date, except for
changes expressly permitted or contemplated by the terms of this Agreement.

         5.02. PERFORMANCE. Buyer shall have performed and complied with all
agreements, obligations and conditions required by this Agreement to be
performed or complied with by them on or prior to the Closing.

         5.03. NO GOVERNMENTAL PROCEEDING OR LITIGATION; HSR. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative proceeding shall have been instituted or
threatened which questions the validity or legality of the transactions
contemplated hereby. The waiting period, if applicable, and any extensions
thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall
have expired.

         5.04. NO INJUNCTION. On the Closing Date there shall be no injunction,
writ, preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or 



                                       6
<PAGE>   7

imposing any conditions on the consummation of the transactions contemplated
hereby which USD deems unacceptable in its sole discretion.

         5.05. ITEMS TO BE DELIVERED AT CLOSING BY BUYER. At the Closing, Buyer
shall deliver to USD (i) a bank cashier's check or certified check in the amount
of the Purchase Price (or a wire transfer of immediately available funds
pursuant to wire instructions provided on or before the Closing Date), and (ii)
an officer's certificate of Buyer that the representations and warranties
contained in Article 3 of this Agreement are true and correct in all material
respects at and as of the Closing Date as if made on the Closing Date (except
for representations and warranties specifically relating to a time or times
other than the Closing Date, which shall be true and correct in all material
respects at such time or times).

         5.06. APPROVALS. All Required Consents shall have been obtained.

         5.07. GUARANTEED DEBT AND ASSUMED DEBT. USD shall have been fully and
completely released and relieved of all liabilities and obligations under the
debt instruments listed on SCHEDULE 4.03 hereto to the reasonable satisfaction
of counsel to USD.

                                   ARTICLE VI
                        CONDITIONS TO BUYER's OBLIGATIONS
                        ---------------------------------

         Each and every obligation of Buyer under this Agreement to be performed
on or before the Closing shall be subject to the satisfaction, on or before the
Closing, of each of the following conditions, unless waived in writing by Buyer:

         6.01. REPRESENTATIONS AND WARRANTIES. True. The representations and
warranties contained in Article II hereof, the Schedules and in all certificates
and other documents delivered and to be delivered by the Company and USD
pursuant hereto or in connection with the transactions contemplated hereby shall
be true, complete and accurate in all material respects as of the date when made
and at and as of the Closing Date as though such representations and warranties
were made at and as of such date, except for changes expressly permitted or
contemplated by the terms of this Agreement and except for representations
expressly made as of a particular date.

         6.02. PERFORMANCE. The Company and USD shall have performed and
complied, in all material respects, with all agreements, obligations and
obligations required by this Agreement to be performed or complied with by them
on or prior to the Closing.

         6.03. APPROVALS. All Required Consents shall have been obtained.

         6.04. NO GOVERNMENT PROCEEDING OR LITIGATION. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative



                                       7
<PAGE>   8

proceeding shall have been instituted or threatened which questions the validity
or legality of the transactions contemplated hereby.

         6.05. NO INJUNCTION. On the Closing Date there shall be no injunction,
writ, preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby which Buyer deems
unacceptable in its sole discretion.

         6.06. DELIVERIES BY USD AND THE COMPANY. At the Closing, the Company
and USD shall deliver to Buyer:

         (i) Certificates representing the Company Stock duly endorsed (or
accompanied by duly executed stock powers);

         (ii) An officer's certificate of each of the Company and USD that the
representations and warranties contained in Article 2 of this Agreement are true
and correct in all material respects at and as of the Closing Date as if made on
the Closing Date (except for representations and warranties specifically
relating to a time or times other than the Closing Date, which shall be true and
correct in all material respects at such time or times) after giving full effect
to any supplements to the Schedules which were delivered by the Company or USD
to Buyer prior to or on the Closing Date; and

         (iii) A Good Standing certificate including tax status dated within ten
days prior to the Closing Date from the Secretary of State of Texas for each of
the entities referred to collectively as the Company.

         6.07. RESIGNATIONS. On or prior to the Closing Date, the Company shall
have received the written resignations of all officers and directors requested
by Buyer.

                                   ARTICLE VII
              CONDUCT OF THE COMPANY'S BUSINESS PENDING THE CLOSING
              -----------------------------------------------------


         7.01. CONDUCT OF BUSINESS. Pending the Closing and except as otherwise
expressly consented to or approved by Buyer in writing, the Company will (i)
carry on its business diligently, in the ordinary course, and substantially in
the same manner as heretofore conducted, (ii) use its best efforts to preserve
its business, to keep available the services of its present personnel, to
preserve in full force and effect the contracts, agreements, instruments,
leases, licenses, arrangements, and understandings of the Company, and to
preserve the good will of its suppliers, customers, and others having business
relations with any of them, and (iii) give to Buyer's officers, employees,
counsel, accountants and other representatives reasonable free and full access
to and the right to inspect, during normal business hours, all of the premises,
properties, assets, records, contracts and other documents relating to its
business and shall permit 






<PAGE>   9

them to consult with the officers, employees, accountants, counsel and agents of
the Company for the purpose of making such investigation of the Company as Buyer
shall desire to make, provided that such investigation shall not unreasonably
interfere with the Company's business operations.

                                  ARTICLE VIII
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES
                   ------------------------------------------

         8.01. SURVIVAL OF WARRANTIES; INVESTIGATION. The representations,
warranties and agreements of the Company, USD and Buyer contained herein or in
any certificates or other documents delivered prior to or at the Closing shall
survive the Closing for a period of one (1) year and not be deemed waived or
otherwise affected by any investigation made by any party hereto.

                                   ARTICLE IX
                           TERMINATION AND ABANDONMENT
                           ---------------------------

         9.01. METHODS OF TERMINATION . This Agreement may be terminated at any
time prior to or on the Closing Date:

         (a) By mutual consent of Buyer, USD and the Company; or

         (b) By a party hereto, if there has been a material violation or breach
by the other party of any agreement, representation or warranty made by it
contained in this Agreement which if curable, has not been cured within 15 days
after receipt of notice; or

         (c) By either party, if the Closing has not occurred (other than
through the failure of any party seeking to terminate this Agreement to comply
fully with its obligations under the Agreement) on or before January 22, 1999,
or such later date as the parties may agree; or

         (d) (i) by USD and the Company, if any of the conditions in Article V
have not been satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of USD to
comply with its obligations under this Agreement) and USD has not waived such
condition on or before the Closing Date;

             (ii) by Buyer, if any of the conditions in Article VI have not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement) and Buyer has not waived such condition on or
before the Closing Date.

9.02. PROCEDURE UPON TERMINATION. In the event of termination pursuant to
Section 9.01 hereof, notice thereof shall forthwith be given to the other
parties hereto and the transactions 




                                       9
<PAGE>   10

contemplated by this Agreement shall be terminated, without further action by
the parties hereto. If the transactions contemplated by this Agreement are
terminated as provided herein:

         (a) Each party will redeliver all documents, work papers and other
material of any other party relating to the transactions contemplated hereby,
whether so obtained before or after the execution hereof, to the party
furnishing the same;

         (b) All confidential information received by any party hereto with
respect to the business of any other party shall be treated in accordance with
Section 11.09 hereof; and

         (c) No party hereto shall have any liability or further obligation to
any other party to this Agreement except as stated in subparagraphs (a), (b) and
(c) of this Section 9.02, PROVIDED, HOWEVER, that if such termination is a
result of the failure of any condition set forth in Article VI hereof, Buyer
shall be entitled to recover from USD all out-of-pocket costs which Buyer has
incurred (including reasonable attorney's fees and expenses).

                                    ARTICLE X
                                 INDEMNIFICATION
                                 ---------------

         10.01. INDEMNIFICATION BY USD. In the event that the transactions
contemplated by this Agreement are consummated, USD shall indemnify Buyer and
each of its officers and directors and hold each of them harmless from, against
and in respect of and shall on demand reimburse such persons for: (i) all its
losses, liabilities, damages, costs and expenses arising from any material
misrepresentation or material breach of any representation, warranty, covenant
or agreement on the part of USD or the Company under this Agreement; (ii) any
and all actions, suits, claims, or legal, administrative, arbitration,
governmental or other proceedings or investigations against Buyer that relate to
the Company or its business in which the principal event giving rise thereto
occurred after August 29, 1996 and before the Closing Date, or which result from
or arise out of any action or inaction after August 29, 1996 and before the
Closing Date of USD, the Company or any employee, agent, representative or
subcontractor of the Company, (iii) any and all actions, suits, claims, or
legal, administrative, arbitration, governmental or other proceedings or
investigations against Buyer that relate to any unpaid tax matters, directly
owed by the Company, or by USD with respect to the Company, on a consolidated
basis in which the principal event giving rise thereto occurred after August 29,
1996 and before the Closing Date; (iv) any and all actions, suits, proceedings,
elections, demands, assessments, judgments, costs and expenses, including
without limitation, reasonable legal fees and expenses, incident to any of the
foregoing or incurred in investigating or attempting to avoid same or to oppose
the imposition thereof, or in enforcing this indemnity. Notwithstanding the
foregoing, in the event that a court of competent jurisdiction having final
adjudicative authority and from which no appeal is available shall determine
that Buyer is not entitled to indemnification, then Buyer shall not be entitled
to recover its legal fees with respect to such claim from USD. 




                                       10
<PAGE>   11



         10.02. INDEMNIFICATION BY BUYER. In the event that the transactions
contemplated by this Agreement are consummated, Buyer shall indemnify USD and
hold it harmless from, against and in respect of and shall on demand reimburse
USD for: (i) all its losses, liabilities, damages, costs and expenses arising
from or in connection with any misrepresentation or breach of any
representation, warranty, covenant or agreement on the part of Buyer under this
Agreement; (ii) any and all actions, suits, claims, or legal, administrative,
arbitration, governmental or other proceedings or investigations against USD
that relate to Buyer or the business in which the principal event giving rise
thereto occurred prior to August 29, 1996 and after the Closing Date or which
result from or arise out of any action or inaction prior to August 29, 1996 and
after the Closing Date of Buyer or any officer, employee, agent, representative
or subcontractor of Buyer; and (iii) any and all actions, suits, proceedings,
elections, demands, assessments, judgments, costs and expenses, including
without limitation, reasonable legal fees and expenses, incident to any of the
foregoing or incurred in investigating or attempting to avoid same or to oppose
the imposition thereof, or in enforcing this indemnity. Notwithstanding the
foregoing, in the event that a court of competent jurisdiction having final
adjudicative authority and from which no appeal is available shall determine
that USD is not entitled to indemnification then USD shall not be entitled to
recover its legal fees with respect to such claim from Buyer.

         10.03. PROCEDURES FOR INDEMNIFICATION. Promptly after receipt by an
indemnified party under Section 10.01 or 10.02 of notice of the commencement of
any action for which indemnification may be available under Section 10.01 or
10.02, such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party under such action, give notice to the indemnifying
party of the commencement thereof, but the failure to do so to notify the
indemnifying party shall not relieve it of any liability that it may have to any
indemnified party except to the extent the indemnifying party demonstrates that
the defense of such action is prejudiced thereby. In case any such action shall
be brought against an indemnified party and it shall give notice to the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall elect, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
section for any fees of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party in connection with the defense
thereof, other than reasonable costs of investigation and costs and expenses of
legal counsel, if the indemnified party and the indemnifying party are both
parties to the action and the indemnified party has been advised by counsel that
there may be one or more defenses available to it and not available to the
indemnifying party. If an indemnifying party assumes the defense of such an
action (a) no compromise or settlement thereof may be effected by the
indemnifying party without the indemnified party's consent (which shall not be
unreasonably withheld) unless (i) there is no finding or admission of any
violation of law or any violation of the rights of any person and no effect on
any other claims that may be made against the indemnified party and (ii) the
sole relief provided is monetary damages that are paid in full by the
indemnifying party and (b) the indemnifying party shall have no liability with
respect to 




                                       11
<PAGE>   12

any compromise or settlement thereof effected without its consent (which shall
not be unreasonably withheld). If notice is given to an indemnifying party of
the commencement of any action and it does not, within ten days after the
indemnified party's notice is given, give notice to the indemnified party of its
election to assume the defense thereof, the indemnifying party shall be bound by
any determination made in such action or any compromise or settlement thereof
effected by the indemnified party. Notwithstanding the foregoing, if an
indemnified party determines in good faith that there is a reasonable
probability that an action may materially and adversely affect it or its
affiliates other than as a result of monetary damages, such indemnified party
may, by notice to the indemnifying party, assume the exclusive right to defend,
compromise or settle such action, but the indemnifying party shall have the
right to participate in such action and not be bound by any determination of an
action so defended or any compromise or settlement thereof effected without its
consent (which shall not be unreasonably withheld).

         10.04. SATISFACTION OF INDEMNIFICATION CLAIMS. All indemnification
obligations pursuant to Article X shall be paid within a reasonable period of
time after a claim for indemnification has been made and its validity finally
determined.

         10.05. LIMITATION ON CLAIMS. In order to be entitled to indemnification
under this Article X, a claim for indemnification under this Article X must be
brought within one (1) year of the Closing Date. USD shall not be required to
indemnify Buyer and/or the Company under Section 10.01 or otherwise unless and
only to the extent that the amount of any loss, liability, damage or expense for
which Buyer seeks indemnification under Section 10.01, when aggregated with all
other such losses, liabilities, damages or expenses exceeds $200,000, to a
maximum aggregate indemnification of $500,000 under Section 10.01 or otherwise.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         11.01. WAIVER OF COMPLIANCE. Any failure of the Company and USD, on the
one hand, or Buyer, on the other, to comply with any obligation, covenant,
agreement or condition herein may be expressly waived in writing by the Chairman
of the Board or President of Buyer or USD, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.

         11.02. EXPENSES; TRANSFER TAXES Whether or not the transactions
contemplated by this Agreement shall be consummated, each party agrees that all
fees and expenses incurred by it in connection with this Agreement shall be
borne by it, including, without limitation, all fees of counsel and accountants.
Buyer agrees that it will pay all transfer or other taxes which may be payable
in connection with the Acquisition.

         11.03. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered 




                                       12
<PAGE>   13

by hand or if mailed, certified or registered mail, return receipt requested,
with postage prepaid or if delivered to an overnight courier that guarantees
next-day delivery.

a)       If to USD, to:

         US Diagnostic Inc.
         777 South Flagler Drive
         Suite 1201 East
         West Palm Beach, Florida  33401
         Attention: Joseph A. Paul
         Telephone: (561) 832-0006
         Telecopy: (561)833-8391

         or to such other person or address as or USD shall furnish to Buyer in
         writing.

b)       If to Buyer, to:

         Mohammad Atari, M.D.
         3115 West Loop South, Suite 2
         Houston, Texas 77027

         with a copy to:

         Mark E. Wise
         Zimmerman, Axelrad, Meyer, Stern & Wise, P.C.
         3040 Post Oak Blvd., Suite 1300
         Houston, Texas 77056

         or to such other person or address as Buyer shall furnish to USD in
         writing.

         11.04. ASSIGNMENT. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties hereto.

         11.05. PUBLICITY. Neither USD, the Company nor Buyer shall make or
issue, or cause to be made or issued, any announcement or written statement
concerning this Agreement or the transactions contemplated hereby for
dissemination to the general public without the prior consent of the other
party. This provision shall not apply, however, to any announcement or written
statement required to be made by law or the regulations of any federal or state
governmental agency or any stock exchange, except that the party required to
make such announcement shall, whenever practicable, consult with the other party
concerning the timing and content of such announcement before such announcement
is made.

                                       13


<PAGE>   14



         11.06. GOVERNING LAW; JURISDICTION; COUNTERPARTS; HEADINGS. This
Agreement and the legal relations among the parties hereto shall be governed by
and construed in accordance with the laws of the State of Florida, without
regard to its conflicts of law doctrine. The parties hereto (a) hereby
irrevocably and unconditionally submit to the exclusive jurisdiction of the
courts of the State of Florida located in Palm Beach County or in the United
States District Court for the Southern District of Florida for purposes of any
suit, action or other proceeding arising out of this Agreement or the subject
matter hereof brought by any party hereto, and (b) hereby waive and agree not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper, or that
this Agreement or the subject matter hereof may not be enforced in or by such
court, and (c) hereby waives in any such action, suit, or proceeding any offsets
or counterclaims. Each party hereto hereby consent to service of process by
certified mail at the address set forth in Section 11.03 hereof and agrees that
its submission to jurisdiction and its consent to service of process by mail is
made for the express benefit of the other parties hereto. Final judgment against
any party hereto in any action, suit or proceeding shall be conclusive, and may
be enforced in other jurisdictions by suit, action or proceeding on the
conclusive evidence of the fact and of the amount of any indebtedness or
liability of such party therein described. 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. The headings of the Sections and Articles of this Agreement are
inserted for convenience only and shall not constitute a part hereof or affect
in any way the meaning or interpretation of this Agreement.

         11.07. ENTIRE AGREEMENT. This Agreement, including the Exhibits and
Schedules hereto, and the other documents and certificates delivered pursuant to
the terms hereof, set forth the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein, and supersede
all prior agreements, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto.

         11.08. THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or corporation other than the parties hereto
and their successors or assigns, any rights or remedies under or by reason of
this Agreement.

         11.09. CONFIDENTIALITY. Each party hereto will hold and will cause its
consultants and advisors to hold in strict confidence, unless compelled to
disclose by judicial or administrative process or, in the opinion of its
counsel, by other requirements of law, all documents and information concerning
the other party furnished it by such other party or its representatives in





                                       14
<PAGE>   15

connection with the transactions contemplated by this Agreement (except to the
extent that such information can be shown to have been (i) previously known by
the party to which it was furnished, or (ii) later lawfully acquired from other
sources by the party to which it was furnished), and each party will not release
or disclose such information to any other person, except its auditors,
attorneys, financial advisors, bankers and other consultants and advisors in
connection with this Agreement. If the transactions contemplated by this
Agreement are not consummated, such confidence shall be maintained except to the
extent such information comes into the public domain through no fault of the
party required to hold it in confidence, and such information shall not be used
to the detriment of, or in relation to any investment in, the other party and
all such documents (including copies thereof) shall be returned to the other
party immediately upon the written request of such other party. Each party shall
be deemed to have satisfied its obligation to hold confidential information
concerning or supplied by the other party if it exercises the same care as it
takes to preserve confidentiality for its own similar information.




                           [INTENTIONALLY LEFT BLANK]











                                       15
<PAGE>   16


         IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be duly executed all as of the day and year first above written.

US DIAGNOSTIC INC.



BY: /s/ Joseph A. Paul                             
    --------------------------------
    Joseph A. Paul, Chief Executive Officer and President



INTEGRATED HEALTH CONCEPTS, INC.



BY: /s/ Joseph A. Paul                               
    --------------------------------
ITS:  Treasurer                                       
    --------------------------------


/s/ Mohammad Athari                              
- ------------------------------------
Mohammad Athari, M.D.













                                       16

<PAGE>   1
                                                                    EXHIBIT 2(f)


                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
                   -------------------------------------------

This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of January 21, 1999,
by and amongst Integrated Health Concepts Inc., a Texas corporation ("IHC" or
the "Company"), US Diagnostic Inc., a Delaware corporation ("USD"), and Mohammad
Athari, M.D., a resident of Houston, Texas ("Buyer") hereby amends the Stock
Purchase Agreement of even date herewith by and among the parties hereto.

         NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements contained in the Stock
Purchase Agreement and in this Amendment No. 1 thereto, the parties hereto do
hereby agree as follows:

1. The following agreements attached hereto shall constitute a part of the Stock
Purchase Agreement as if set forth in full therein:

         a. the Payroll and Billing/Collection Services Agreement attached
         hereto as EXHIBIT A;

         b. the letter by Joseph Paul, CEO of USD, on behalf of USD, to Teddy
         Hart of the Harvest Financial Group Inc., on behalf of Athari, dated
         January 19, 1999 attached hereto as EXHIBIT B-1 and letter by Wayne
         Moor, on behalf of USD, to Mike Duvall dated January 20, 1999 attached
         hereto as EXHIBIT B-2;

         c. the Termination, Release and Indemnification Agreement attached
         hereto as EXHIBIT C; and

         d. the Trade Payables Agreement attached hereto as EXHIBIT D.

2. A new Section 10.06 is hereby added to the Stock Purchase Agreeement which
reads in its entirety as follows:

         "10.06 PENDING LITIGATION MATTERS. Nothwithstanding the foregoing
provisions of this Article X, USD agrees that, after the Closing Date, it will
be responsible for, and hold IHC harmless from, any and all costs, expenses and
liabilities, and all parties agree that USD shall solely be entited to any and
all of the benefits, relating to the following: (i) Cause No. 98-40878; U.S.
DIAGNOSTIC, INC. AND INTEGRATED HEALTH CONCEPTS, INC. V. R. BRUCE BUCKLEY AND
BUCKLEY, MATHEWS & WHITE, L.L.P. in the 55th Judicial District Court of Harris
County, Texas; (ii) C.A. No. H-95-4250; PARKWAY IMAGING CENTER, INC. AND QUANTUM
MRI & DIAGNOSTIC CENTER, INC.'s LIFE, ACCIDENT AND HEALTH BENEFIT PLAN, ET AL.
V. HOME LIFE FINANCIAL ASSURANCE CORPORATION, ET AL; in the United States
District Court for the Southern District of Texas, Houston Division (now C.A.
97-21024 in the United States Court of Appeals, Fifth Circuit); and (iii) Cause
No. 98-11521; PARKWAY TOWER, P.L.L. V. INTEGRATED HEALTH CONCEPTS, INC., ET AL,
District Court, Harris County, Texas."




                                       1
<PAGE>   2


3. Except to the extent amended in this Amendment No. 1, the Stock Purchase
Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Stock Purchase Agreement to be duly executed all as of the day and year first
above written.

US DIAGNOSTIC INC.



BY: /s/ Jospeh A. Paul                               
    ------------------------------
    Joseph A. Paul, Chief Executive Officer and President


INTEGRATED HEALTH CONCEPTS, INC.



BY: /s/ Joseph A. Paul                                
    ------------------------------
ITS: Treasurer                                             
    ------------------------------
    

/s/ Mohammad Athari                                
- ----------------------------------
Mohammad Athari, M.D.





                                       2

<PAGE>   1
                                                                    EXHIBIT 2(g)

                            ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of February 11, 1999, by and between US
Diagnostic Inc., a Delaware corporation ("USD"), and United Radiology
Associates, Inc., a Texas corporation ("URA").

                                   WITNESSETH:
                                   -----------

         WHEREAS, USD owns certain assets relating to the South Central Regional
Billing Office, South Central Regional Corporate Office, Hamilton Wolfe Westside
and the San Antonio Operations Office described on EXHIBIT A to this Agreement
(collectively, the "Assets"); and

         WHEREAS, subject to the limitations and exclusions contained in this
Agreement and on the terms and conditions hereinafter set forth, USD desires to
sell, and URA desires to purchase, the Assets (the "Acquisition"); and

         WHEREAS, in addition, URA desires to acquire from USD, and USD desires
to sell to URA, 100% of the outstanding capital stock of U.S. Imaging, Inc.
("USI"), which capital stock is being acquired pursuant to that certain Stock
Purchase Agreement by and among USI, USD and URA of even date herewith (the
"Stock Purchase Agreement"); and

         NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein contained, the
parties hereto do hereby agree as follows:

                                    ARTICLE I
                         PURCHASE AND SALE OF THE ASSETS
                         -------------------------------

         1.01. AGREEMENT TO PURCHASE. At the Closing, URA shall purchase the
Assets from USD, upon and subject to the terms and conditions of this Agreement,
in exchange for the Purchase Price (as defined in Section 1.02 hereof).

         1.02. PURCHASE PRICE. Subject to the terms and conditions of this
Agreement, in reliance on the representations, warranties and agreements of USD
contained herein, and in full and complete consideration of the sale,
assignment, transfer and delivery of the Assets, the purchase price (the
"Purchase Price") for the Assets shall be $50,000 (Fifty Thousand Dollars)
payable by delivery of the Promissory Note pursuant to the Stock Purchase
Agreement.

         1.03. PURCHASE PRICE ALLOCATION. The Purchase Price shall be allocated
among the Assets as set forth on SCHEDULE 1.03, if necessary. The parties shall,
for tax purposes, report the transactions contemplated by this Agreement in
accordance with such allocation.





<PAGE>   2




         1.04. CLOSING. The Closing of the transactions contemplated by this
Agreement will take place at the offices of USD or at such other place as the
parties may agree in writing at 5:00 p.m. (local time) on February 12, 1999, or
at such other time as the parties may agree in writing (the "Closing Date").

         1.05. FURTHER ASSURANCES. After the Closing, each party hereto shall
from time to time, at the request of any other party hereto and without further
cost or expense to the requesting party, execute and deliver such other
instruments of conveyance and transfer and take such other actions as the
requesting party may reasonably request, in order to carry out the intent of
this Agreement and the documents referred to herein.

                                   ARTICLE II
                      REPRESENTATIONS AND WARRANTIES OF USD
                      -------------------------------------

         USD hereby represents, covenants and warrants to URA as follows:

         2.01. ORGANIZATION, GOOD STANDING. USD is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has full corporate power and authority to carry on its business as it is now
being conducted and to own the properties and assets it now owns.

         2.02. AUTHORIZATION, ETC. USD has corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
USD has taken all action required by law, its charter documents, or otherwise to
be taken by it to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, and this Agreement is a
valid and binding agreement of USD enforceable in accordance with its terms.

         2.03. BROKERS AND FINDERS. Neither USD nor any of its officers,
directors or employees, has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated by this Agreement.

         2.04. TITLE TO ASSETS. Except as set forth on SCHEDULE 2.04, USD is the
lawful owner of, and has title to, the Assets free and clear of all mortgages,
security interests, liens, pledges, charges, encumbrances, and claims of any and
all kinds.




                                       2
<PAGE>   3




                                   ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF URA
                      -------------------------------------

         URA represents and warrants to USD as follows:

         3.01. CORPORATE ORGANIZATION; ETC. URA is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas and
has the power and authority to carry on its business as now being conducted and
to own the properties and assets it now owns.

         3.02. AUTHORIZATION, ETC. URA has corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
URA has taken all action required by law, its Articles of Incorporation and
By-Laws or otherwise to authorize the execution and delivery of this Agreement
and the transactions contemplated hereby, and this Agreement is a valid and
binding agreement of URA enforceable against URA in accordance with its terms.
URA has the absolute and unrestricted right, power, and authority to execute,
deliver, and perform its obligations under, this Agreement (and the agreements
referenced herein). No filing by URA under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 is required in connection with the Acquisition.

         3.03. CERTAIN PROCEEDINGS. There is no pending proceeding that has been
commenced against URA that challenges, or may have the effect of preventing,
delaying, making illegal, or otherwise interfering with, any of the transactions
contemplated hereby. To URA's actual knowledge, no such proceeding has been
threatened.

         3.04 BROKERS OR FINDERS. Neither URA nor any of its officers,
directors, employees or shareholders has employed any broker or finder, or
incurred any liability, contingent or otherwise, for any brokerage fees,
commissions, finders' fees or other similar payment in connection with the
transactions contemplated by this Agreement and will indemnify and hold USD
harmless from any such payment alleged to be due by or through URA as a result
of the action of URA or any of its officers, directors, employees or
shareholders.

                                   ARTICLE IV
                            COVENANTS OF USD AND URA
                            ------------------------

         The parties hereto hereby covenant and agree as follows:

         4.01. CONSENTS. USD will use its best efforts to assist URA in
obtaining all necessary approvals from any governmental agencies or departments
as may be necessary or desirable in connection with the Acquisition.


                                       3

<PAGE>   4

         4.02. SUPPLEMENTS TO SCHEDULES. From time to time prior to the Closing,
USD will promptly supplement or amend any Schedule hereto with respect to any
matter hereafter arising which, if existing or occurring at the date of this
Agreement, would have been required to be set forth or described in any such
Schedule. No supplement or amendment of any such Schedule shall be deemed to be
a breach of any representation or warranty made in this Agreement.

         4.03. RELEASE AND ASSUMPTION OF DEBT. URA hereby covenants and agrees
to take any and all action necessary to, effective prior to or on the Closing
Date, (i) to relieve USD from any and all obligations under or relating to (A)
the instruments and agreements listed on SCHEDULE 4.03 and (B) any and all other
instruments or agreements relating to the Assets (collectively, the "Assumed
Obligations") so as to fully and completely extinguish any and all liabilities
USD may have with respect to such Assumed Obligations. Any such action shall
include, but not be limited to, the assumption of the Assumed Obligations by URA
or, on URA's behalf, by a third party. All such releases and instruments related
to the foregoing shall be in forms satisfactory to counsel for USD.

         4.04. URA ACKNOWLEDGES AND AGREES THAT USD IS SELLING THE ASSETS TO URA
AS IS AND WHERE IS, IN THEIR EXISTING STATE AND PHYSICAL CONDITION AND LOCATION
WITH ALL FAULTS, AND USD SHALL NOT BE DEEMED TO HAVE MADE, AND USD HEREBY
EXPRESSLY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR
IMPLIED, AS TO ANY MATTER RELATING WHATSOEVER TO THE ASSETS INCLUDING, WITHOUT
LIMITATION, (A) THE CONDITION OF THE ASSETS, (B) THE MERCHANTABILITY,
SUITABILITY OR THE FITNESS FOR ANY PARTICULAR PURPOSE THEREOF, (C) THE QUALITY
OF THE MATERIAL OR WORKMANSHIP OF THE ASSETS OR ANY PART THEREOF, (D) THE
CONFORMITY THEREOF TO SPECIFICATIONS, (E) THE OPERATION, PERFORMANCE OR
MAINTENANCE OF THE ASSETS, (F) FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT AND
(G) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, IT
BEING AGREED THAT ALL SUCH RISKS, OBLIGATIONS AND LIABILITIES AS AMONG URA AND
USD ARE TO BE BORNE BY URA. USD ALSO SHALL NOT BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LIABILITY IN TORT, STRICT LIABILITY OR
OTHERWISE) RELATING WHATSOEVER TO THE ASSETS. THE PROVISIONS OF THIS SECTION
HAVE BEEN NEGOTIATED BY THE PARTIES AND THE FOREGOING PROVISIONS ARE INTENDED TO
BE A COMPLETE EXCLUSION AND NEGATION OF REPRESENTATIONS AND WARRANTIES BY USD,
EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSETS, WHETHER PURSUANT TO ANY LAW NOW
OR HEREAFTER IN EFFECT, IN EQUITY OR OTHERWISE.




                                       4
<PAGE>   5




                                    ARTICLE V
                         CONDITIONS TO USD'S OBLIGATIONS
                         -------------------------------

         Each and every obligation of USD under this Agreement to be performed
on or before the Closing shall be subject to the satisfaction, on or before the
Closing, of each of the following conditions, unless waived in writing by USD:

         5.01. REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of URA contained herein shall be in all material respects true and
accurate as of the date when made and at and as of the Closing as though such
representations and warranties were made at and as of such date, except for
changes expressly permitted or contemplated by the terms of this Agreement.

         5.02. PERFORMANCE. URA shall have performed and complied with all
agreements, obligations and conditions required by this Agreement to be
performed or complied with by it on or prior to the Closing.

         5.03. NO GOVERNMENTAL PROCEEDING OR LITIGATION; HSR. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative proceeding shall have been instituted or
threatened which questions the validity or legality of the transactions
contemplated hereby. The waiting period, if applicable, and any extensions
thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall
have expired.

         5.04. NO INJUNCTION. On the Closing Date there shall be no injunction,
writ, preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby which USD deems
unacceptable in its sole discretion.

         5.05. ITEMS TO BE DELIVERED AT CLOSING BY URA. At the Closing, URA
shall deliver to USD (i) the Promissory Note; (ii) an officer's certificate of
URA that the representations and warranties contained in Article III of this
Agreement are true and correct in all material respects at and as of the Closing
Date as if made on the Closing Date (except for representations and warranties
specifically relating to a time or times other than the Closing Date, which
shall be true and correct in all material respects at such time or times); and
(iii) an executed copy of the Stock Purchase Agreement.

         5.06. FAIRNESS OPINION. USD shall have received a fairness opinion from
an investment banking firm, appraisal firm or accounting firm, in each case of
national standing, to the effect that the transactions contemplated by this
Agreement and the agreements referenced herein are fair to USD from a financial
point of view.



                                       5

<PAGE>   6



         5.07. ASSUMED DEBT. USD shall have been fully and completely released
and relieved of all liabilities and obligations under the debt instruments
listed on SCHEDULE 4.03 hereto to the reasonable satisfaction of counsel to USD.

                                   ARTICLE VI
                         CONDITIONS TO URA'S OBLIGATIONS
                         -------------------------------

         Each and every obligation of URA under this Agreement to be performed
on or before the Closing shall be subject to the satisfaction, on or before the
Closing, of each of the following conditions, unless waived in writing by URA:

         6.01. REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties contained in Article II hereof, the Schedules and in all certificates
and other documents delivered and to be delivered by USD pursuant hereto or in
connection with the transactions contemplated hereby shall be true, complete and
accurate in all material respects as of the date when made and at and as of the
Closing Date as though such representations and warranties were made at and as
of such date, except for changes expressly permitted or contemplated by the
terms of this Agreement and except for representations expressly made as of a
particular date.

         6.02. PERFORMANCE. USD shall have performed and complied, in all
material respects, with all agreements, obligations and conditions required by
this Agreement to be performed or complied with by it on or prior to the
Closing.

         6.03. NO GOVERNMENT PROCEEDING OR LITIGATION. No suit, action,
investigation, inquiry or other proceeding by any governmental body or other
person or legal or administrative proceeding shall have been instituted or
threatened which questions the validity or legality of the transactions
contemplated hereby.

         6.04. NO INJUNCTION. On the Closing Date there shall be no injunction,
writ, preliminary restraining order or any order of any nature issued by a court
of competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby which URA deems
unacceptable in its sole discretion.

         6.05. DELIVERIES BY USD. At the Closing, USD shall deliver to URA:

         (i) A Bill of Sale in the form of EXHIBIT B;

         (ii) An officer's certificate of USD that the representations and
warranties contained in Article II of this Agreement are true and correct in all
material respects at and as of the Closing Date as if made on the Closing Date
(except for representations and warranties 




                                       6
<PAGE>   7

specifically relating to a time or times other than the Closing Date, which
shall be true and correct in all material respects at such time or times) after
giving full effect to any supplements to the Schedules which were delivered by
USD to URA prior to or on the Closing Date; and

         (iii) An executed copy of the Stock Purchase Agreement.

                                   ARTICLE VII
                             INTENTIONALLY OMITTED 
                             --------------------- 

                                  ARTICLE VIII
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES
                   ------------------------------------------

         8.01. SURVIVAL OF WARRANTIES; INVESTIGATION. The representations,
warranties and agreements of USD and URA contained herein or in any certificates
or other documents delivered prior to or at the Closing shall survive the
Closing for a period of one (1) year and not be deemed waived or otherwise
affected by any investigation made by any party hereto.

                                   ARTICLE IX
                           TERMINATION AND ABANDONMENT
                           ---------------------------

         9.01. METHODS OF TERMINATION . This Agreement may be terminated at any
time prior to or on the Closing Date:

         (a) By mutual consent of URA and USD; or

         (b) By a party hereto, if there has been a material violation or breach
by the other party of any agreement, representation or warranty made by it
contained in this Agreement which, if curable, has not been cured within 15 days
after receipt of notice; or

         (c) By either party, if the Closing has not occurred (other than
through the failure of any party seeking to terminate this Agreement to comply
fully with its obligations under the Agreement) on or before February 12, 1999,
or such later date as the parties may agree; or

         (d) (i) by USD, if any of the conditions in Article V have not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of USD to comply with its
obligations under this Agreement) and USD has not waived such condition on or
before the Closing Date;

         (ii) by URA, if any of the conditions in Article VI have not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through



                                       7
<PAGE>   8

the failure of URA to comply with its obligations under this Agreement) and URA
has not waived such condition on or before the Closing Date.

         9.02. PROCEDURE UPON TERMINATION. In the event of termination pursuant
to Section 9.01 hereof, notice thereof shall forthwith be given to the other
parties hereto and the transactions contemplated by this Agreement shall be
terminated, without further action by the parties hereto. If the transactions
contemplated by this Agreement are terminated as provided herein:

         (a) Each party will redeliver all documents, work papers and other
material of any other party relating to the transactions contemplated hereby,
whether so obtained before or after the execution hereof, to the party
furnishing the same;

         (b) All confidential information received by any party hereto with
respect to the business of any other party shall be treated in accordance with
Section 11.09 hereof; and

         (c) No party hereto shall have any liability or further obligation to
any other party to this Agreement except as stated in subparagraphs (a) and (b)
of this Section 9.02, PROVIDED, HOWEVER, that if such termination is a result of
the failure of any condition set forth in Article VI hereof, URA shall be
entitled to recover from USD all out-of-pocket costs which URA has incurred
(including reasonable attorney"s fees and expenses).

                                    ARTICLE X
                                 INDEMNIFICATION
                                 ---------------

         10.01. INDEMNIFICATION BY USD. In the event that the transactions
contemplated by this Agreement are consummated, USD shall indemnify URA and each
of its officers and directors and hold each of them harmless from, against and
in respect of and shall on demand reimburse such persons for: (i) all its
losses, liabilities, damages, costs and expenses arising from any material
misrepresentation or material breach of any representation, warranty, covenant
or agreement on the part of USD under this Agreement; (ii) to the fullest extent
allowed by law, any and all actions, suits, claims, or legal, administrative,
arbitration, governmental or other proceedings or investigations brought by a
shareholder of the Company and/or of USD relating to the Acquisition; and (iii)
any and all actions, suits, proceedings, elections, demands, assessments,
judgments, costs and expenses, including without limitation, reasonable legal
fees and expenses, incident to the foregoing or incurred in investigating or
attempting to avoid same or to oppose the imposition thereof, or in enforcing
this indemnity. Notwithstanding the foregoing, in the event that a court of
competent jurisdiction having final adjudicative authority and from which no
appeal is available shall determine that URA is not entitled to indemnification,
then URA shall not be entitled to recover its legal fees with respect to such
claim from USD.

         10.02. INDEMNIFICATION BY URA. In the event that the transactions
contemplated by this Agreement are consummated, URA shall indemnify USD and hold
it harmless from, against and 



                                       8
<PAGE>   9

in respect of and shall on demand reimburse USD for: (i) all its losses,
liabilities, damages, costs and expenses arising from or in connection with any
misrepresentation or breach of any representation, warranty, covenant or
agreement on the part of URA under this Agreement and (ii) any and all actions,
suits, proceedings, elections, demands, assessments, judgments, costs and
expenses, including without limitation, reasonable legal fees and expenses,
incident to any of the foregoing or incurred in investigating or attempting to
avoid same or to oppose the imposition thereof, or in enforcing this indemnity.
Notwithstanding the foregoing, in the event that a court of competent
jurisdiction having final adjudicative authority and from which no appeal is
available shall determine that USD is not entitled to indemnification then USD
shall not be entitled to recover its legal fees with respect to such claim from
URA.

         10.03. PROCEDURES FOR INDEMNIFICATION. Promptly after receipt by an
indemnified party under Section 10.01 or 10.02 of notice of the commencement of
any action for which indemnification may be available under Section 10.01 or
10.02, such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party under such action, give notice to the indemnifying
party of the commencement thereof, but the failure to so notify the indemnifying
party shall not relieve it of any liability that it may have to any indemnified
party except to the extent the indemnifying party demonstrates that the defense
of such action is prejudiced thereby. In case any such action shall be brought
against an indemnified party and it shall give notice to the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall elect, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such section for any fees of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation and costs and expenses of legal counsel, if the
indemnified party and the indemnifying party are both parties to the action and
the indemnified party has been advised by counsel that there may be one or more
defenses available to it and not available to the indemnifying party. If an
indemnifying party assumes the defense of such an action (a) no compromise or
settlement thereof may be effected by the indemnifying party without the
indemnified party's consent (which shall not be unreasonably withheld) unless
(i) there is no finding or admission of any violation of law or any violation of
the rights of any person and no effect on any other claims that may be made
against the indemnified party and (ii) the sole relief provided is monetary
damages that are paid in full by the indemnifying party and (b) the indemnifying
party shall have no liability with respect to any compromise or settlement
thereof effected without its consent (which shall not be unreasonably withheld).
If notice is given to an indemnifying party of the commencement of any action
and it does not, within ten days after the indemnified party's notice is given,
give notice to the indemnified party of its election to assume the defense
thereof, the indemnifying party shall be bound by any determination made in such
action or any compromise or settlement thereof effected by the indemnified
party. Notwithstanding the foregoing, if an indemnified party determines in good
faith that there is a reasonable probability that an action may materially and
adversely affect it or its affiliates other than as a result of monetary
damages, such indemnified 



                                       9
<PAGE>   10

party may, by notice to the indemnifying party, assume the exclusive right to
defend, compromise or settle such action, but the indemnifying party shall have
the right to participate in such action and not be bound by any determination of
an action so defended or any compromise or settlement thereof effected without
its consent (which shall not be unreasonably withheld).

         10.04. SATISFACTION OF INDEMNIFICATION CLAIMS. All indemnification
obligations pursuant to Article X shall be paid within a reasonable period of
time after a claim for indemnification has been made and its validity finally
determined.

         10.05. LIMITATION ON CLAIMS. In order to be entitled to indemnification
under this Article X, a claim for indemnification under this Article X must be
brought within one (1) year of the Closing Date. USD shall not be required to
indemnify URA under Section 10.01 or otherwise unless and only to the extent
that the amount of any loss, liability, damage or expense for which URA seeks
indemnification under Section 10.01 or otherwise, when aggregated with all other
such losses, liabilities, damages or expenses exceeds $200,000, to a maximum
aggregate indemnification of $500,000 under Section 10.01 or otherwise;
provided, however, that the limitations on indemnification contained in this
sentence shall not apply to indemnification by USD pursuant to Section
10.01(ii).

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         11.01. WAIVER OF COMPLIANCE. Any failure of USD, on the one hand, or
URA, on the other, to comply with any obligation, covenant, agreement or
condition herein may be expressly waived in writing by the Chairman of the Board
or President of URA or USD, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.

         11.02. EXPENSES; TRANSFER TAXES Whether or not the transactions
contemplated by this Agreement shall be consummated, each party agrees that all
fees and expenses incurred by it in connection with this Agreement shall be
borne by it, including, without limitation, all fees of counsel and accountants.
URA agrees that it will pay all transfer or other taxes which may be payable in
connection with the Acquisition.

         11.03. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or if mailed, certified or registered mail,
return receipt requested, with postage prepaid or if delivered to an overnight
courier that guarantees next-day delivery.





                                       10
<PAGE>   11


a)       If to USD, to:
         US Diagnostic Inc.
         777 South Flagler Drive
         Suite 1201 East
         West Palm Beach, Florida  33401
         Attention: Joseph A. Paul
         Telephone: (561) 832-0006
         Telecopy: (561)833-8391

         or to such other person or address as USD shall furnish to URA 
         in writing.

b)       If to URA, to:
         Todd Richey, President
         United Radiology Associates, Inc.
         1003 South Loop West, Suite 510
         Houston, Texas   77054

         with a copy to:
         Lewis K. Harley, P.C.
         5433 Westheimer Road, Suite 1014
         Houston, Texas   77057

         or to such other person or address as URA shall furnish to USD 
         in writing.

         11.04. ASSIGNMENT. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties hereto.

         11.05. PUBLICITY. Neither USD nor URA shall make or issue, or cause to
be made or issued, any announcement or written statement concerning this
Agreement or the transactions contemplated hereby for dissemination to the
general public without the prior consent of the other party. This provision
shall not apply, however, to any announcement or written statement required to
be made by law or the regulations of any federal or state governmental agency or
any stock exchange, except that the party required to make such announcement
shall, whenever practicable, consult with the other party concerning the timing
and content of such announcement before such announcement is made.

         11.06. GOVERNING LAW; JURISDICTION; COUNTERPARTS; HEADINGS. This
Agreement and the legal relations among the parties hereto shall be governed by
and construed in accordance with the laws of the State of Texas, without regard
to its conflicts of law doctrine. The parties hereto (a) hereby irrevocably and
unconditionally submit to the exclusive jurisdiction of the courts of the State
of Texas located in Harris County or in the United States District Court for the
Southern District of Texas for purposes of any suit, action or other proceeding
arising out of this Agreement or the subject matter hereof brought by any party
hereto, and (b) hereby waive and 


                                       11

<PAGE>   12

agree not to assert, by way of motion, as a defense, or otherwise, in any such
suit, action or proceeding, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the suit, action or proceeding is brought in
an inconvenient forum, that the venue of the suit, action or proceeding is
improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court, and (c) hereby waives in any such action, suit, or
proceeding any offsets or counterclaims. Each party hereto hereby consents to
service of process by certified mail at the address set forth in Section 11.03
hereof and agrees that its submission to jurisdiction and its consent to service
of process by mail is made for the express benefit of the other parties hereto.
Final judgment against any party hereto in any action, suit or proceeding shall
be conclusive, and may be enforced in other jurisdictions by suit, action or
proceeding on the conclusive evidence of the fact and of the amount of any
indebtedness or liability of such party therein described. 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. The headings of the Sections and Articles of this Agreement are
inserted for convenience only and shall not constitute a part hereof or affect
in any way the meaning or interpretation of this Agreement.

         11.07. ENTIRE AGREEMENT. This Agreement, including the Exhibits and
Schedules hereto, and the other documents and certificates delivered pursuant to
the terms hereof, including but not limited to the Stock Purchase Agreement, set
forth the entire agreement and understanding of the parties hereto in respect of
the subject matter contained herein, and supersede all prior agreements,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party hereto.

         11.08. THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or corporation other than the parties hereto
and their successors or assigns, any rights or remedies under or by reason of
this Agreement.

         11.09. CONFIDENTIALITY. Each party hereto will hold and will cause its
consultants and advisors to hold in strict confidence, unless compelled to
disclose by judicial or administrative process or, in the opinion of its
counsel, by other requirements of law, all documents and information concerning
the other party furnished it by such other party or its representatives in
connection with the transactions contemplated by this Agreement (except to the
extent that such information can be shown to have been (i) previously known by
the party to which it was furnished, or (ii) later lawfully acquired from other
sources by the party to which it was furnished), and each party will not release
or disclose such information to any other person, except its auditors,
attorneys, financial advisors, bankers and other consultants and advisors in
connection with this Agreement. If the transactions contemplated by this
Agreement are not consummated, such confidence shall be maintained except to the
extent such information comes into the public domain through no fault of the
party required to hold it in confidence, and such information shall not be used
to the detriment of, or in relation to any investment in, the other 



                                       12

<PAGE>   13

party and all such documents (including copies thereof) shall be returned to the
other party immediately upon the written request of such other party. Each party
shall be deemed to have satisfied its obligation to hold confidential
information concerning or supplied by the other party if it exercises the same
care as it takes to preserve confidentiality for its own similar information.

                           [INTENTIONALLY LEFT BLANK]























                                       13
<PAGE>   14


         IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase
Agreement to be duly executed all as of the day and year first above written.

US DIAGNOSTIC INC.


By: /s/ Joseph A. Paul                                   
    ---------------------------------------
    Joseph A. Paul, Chief Executive Officer
    and President



UNITED RADIOLOGY ASSOCIATES, INC.



By: /s/ Todd Richey                                     
    ---------------------------------------
        Todd Richey, President





                                       14
<PAGE>   15



                                    EXHIBIT A

                                 LIST OF ASSETS

1.       See Fixed Asset Summary Report attached to Schedule A to Exhibit B
         hereof.

2.       SOUTH CENTRAL REGIONAL BILLING OFFICE:

         a.       Standard Commercial Lease by and between LA Houston
                  Properties, Inc. a California limited partnership, as Lessor,
                  and U.S. Imaging, Inc., a Texas corporation and wholly-owned
                  subsidiary of USD, as Lessee, commencing July 1, 1995 for 38
                  months, expiring August 31, 1998, as amended by a Modification
                  and Ratification Lease between the parties dated March 12,
                  1998 extending the lease term from August 31, 1998 to August
                  31, 2003.

         b.       Lease between Copyco Inc., a Toshiba company, and USD for a
                  photocopier and accessories dated April 24, 1997 for 36
                  months.

         c.       Lease Account No. 2175637 dated January 30, 1997 between
                  Pitney Bowes Credit Corporation and USD for a postage meter
                  and accessories for a 39-month lease term.

         d.       Lease Agreement referencing Contract #070936404 dated June 10,
                  1998 between Xerox Corporation and USD for a photocopier for a
                  36-month lease term.

3.       HAMILTON WOLFE WESTSIDE:

         a.       Lease Agreement by and between General Investment Corporation,
                  as Lessor, and Hamilton Wolfe Imaging, Inc., n/k/a San Antonio
                  Diagnostic Imaging, Inc. commencing August 1, 1996, expiring
                  July 31, 2001.

4.       SAN ANTONIO OPERATIONS OFFICE:

         a.       Sublease Agreement dated November 1, 1996 between Sunport
                  Medical Corporation, as sublessor, and San Antonio Diagnostic
                  Imaging, Inc., as sublessee for a term of 62 months commencing
                  on November 1, 1996, and expiring on December 31, 2001.

         b.       Lease between American Business Credit Corporation and USD
                  d/b/a/ San Antonio Diagnostic Imaging, Inc. dated May 7, 1997
                  for office equipment for a 60-month term.





<PAGE>   16



                                    EXHIBIT B

                              FORM OF BILL OF SALE

                                  BILL OF SALE

         US Diagnostic Inc., a Delaware corporation ("Grantor"), for and in
consideration of the obligations, promises and covenants undertaken by United
Radiology Associates, Inc., a Texas corporation ("Grantee"), in the Asset
Purchase Agreement dated as of February 11, 1999 by and between Grantor and
Grantee, the receipt and sufficiency of which is hereby acknowledged, grants,
bargains, sells, transfers and delivers unto Grantee and Grantee's legal
representatives, successors and assigns all of Grantor's right, title and
interest in and to the assets described on Schedule A (the "Assets").

         TO HAVE AND TO HOLD the same unto Grantee, its legal representatives,
successors and assigns forever.

         AND Grantor hereby warrants that Grantor is the lawful owner of, and
has title to, the Assets and hereby transfers to Grantee all of Grantor's right,
title and interest in and to the Assets free and clear of all mortgages,
security interests, liens, pledges, charges, encumbrances, and claims of any and
all kinds.

         Grantee expressly acknowledges that: (i) the sale of the Assets
hereunder is expressly on an "AS IS, WHERE IS, WITH ALL FAULTS" physical
condition; (ii) Grantee has inspected the Assets; and (iii) GRANTOR SHALL NOT BE
DEEMED TO HAVE MADE, AND GRANTOR HEREBY EXPRESSLY DISCLAIMS, ALL REPRESENTATIONS
AND WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER RELATING WHATSOEVER
TO THE ASSETS INCLUDING, WITHOUT LIMITATION, (A) THE CONDITION OF THE ASSETS,
(B) THE MERCHANTABILITY, SUITABILITY OR THE FITNESS FOR ANY PARTICULAR PURPOSE
THEREOF, (C) THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE ASSETS OR ANY
PART THEREOF, (D) THE CONFORMITY THEREOF TO SPECIFICATIONS, (E) THE OPERATION,
PERFORMANCE OR MAINTENANCE OF THE ASSETS, (F) FREEDOM FROM PATENT OR TRADEMARK
INFRINGEMENT AND (G) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE, IT BEING AGREED THAT ALL SUCH RISKS, OBLIGATIONS AND LIABILITIES
AS AMONG GRANTOR AND GRANTEE ARE TO BE BORNE BY GRANTEE. GRANTEE FURTHER
EXPRESSLY ACKNOWLEDGES THAT GRANTOR SHALL NOT BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LIABILITY IN TORT, STRICT LIABILITY OR
OTHERWISE) RELATING WHATSOEVER TO THE ASSETS. THIS LIMITATION SHALL NOT BE
MERGED INTO ANY DOCUMENTS DELIVERED TO GRANTEE ON THE CLOSING DATE AND SHALL
SURVIVE CLOSING.


<PAGE>   17



         This Bill of Sale shall be governed by the laws of the State of Texas,
without regard to principles of conflicts of law.

         IN WITNESS WHEREOF, Grantor has caused this Bill of Sale to be executed
this 12 day of February, 1999.

                                          US DIAGNOSTIC INC.



                                          By: /s/ Joseph A. Paul
                                             -------------------------------
                                             Joseph A. Paul, Chief Executive
                                             Officer and President









                                       2
<PAGE>   18



                                   SCHEDULE A

                                 LIST OF ASSETS

1.       See attached Fixed Asset Summary Report for an inventory list.

2.       SOUTH CENTRAL REGIONAL BILLING OFFICE:

         a.       Standard Commercial Lease by and between LA Houston
                  Properties, Inc. a California limited partnership, as Lessor,
                  and U.S. Imaging, Inc., a Texas corporation and wholly-owned
                  subsidiary of USD, as Lessee, commencing July 1, 1995 for 38
                  months, expiring August 31, 1998, as amended by a Modification
                  and Ratification Lease between the parties dated March 12,
                  1998 extending the lease term from August 31, 1998 to August
                  31, 2003.

         b.       Lease between Copyco Inc., a Toshiba company, and USD for a
                  photocopier and accessories dated April 24, 1997 for 36
                  months.

         c.       Lease Account No. 2175637 dated January 30, 1997 between
                  Pitney Bowes Credit Corporation and USD for a postage meter
                  and accessories for a 39-month lease term.

         d.       Lease Agreement referencing Contract #070936404 dated June 10,
                  1998 between Xerox Corporation and USD for a photocopier for a
                  36-month lease term.

3.       HAMILTON WOLFE WESTSIDE:

         a.       Lease Agreement by and between General Investment Corporation,
                  as Lessor, and Hamilton Wolfe Imaging, Inc., n/k/a San Antonio
                  Diagnostic Imaging, Inc. commencing August 1, 1996, expiring
                  July 31, 2001.

4.       SAN ANTONIO OPERATIONS OFFICE:

         a.       Sublease Agreement dated November 1, 1996 between Sunport
                  Medical Corporation, as sublessor, and San Antonio Diagnostic
                  Imaging, Inc., as sublessee for a term of 62 months commencing
                  on November 1, 1996, and expiring on December 31, 2001.

         b.       Lease between American Business Credit Corporation and USD
                  d/b/a/ San Antonio Diagnostic Imaging, Inc. dated May 7, 1997
                  for office equipment for a 60-month term.


<PAGE>   19



                                  SCHEDULE 1.03

                            PURCHASE PRICE ALLOCATION
                            -------------------------


<PAGE>   20


                                  SCHEDULE 2.04

                                 TITLE TO ASSETS
                                 ---------------





1.       UCC-1 file no. 97-193097 filed with the Texas Secretary of State
         September 15, 1997, US Diagnostic Inc. as Debtor and Steelcase
         Financial Services, Inc. as Secured Party.






                                       5
<PAGE>   21


                                  SCHEDULE 4.03

                         RELEASE AND ASSUMPTION OF DEBT
                         ------------------------------



1.       Instrument:       Master Lease Agreement 10718,
                           Schedules 10718-4,10718-8 and 10718-10

         Date:             September 2, 1997
         Creditor:         Steelcase Financial Services Inc.
         Lessee:           US Diagnostic Inc.
         Type of Debt:     Capital Lease
         BALANCE DUE:      $64,276.07 (TO BE ASSUMED BY URA)

2.       SOUTH CENTRAL REGIONAL BILLING OFFICE:

         a.       Lease between Copyco Inc., a Toshiba company, and USD for a
                  photocopier and accessories dated April 24, 1997 for 36
                  months.

         b.       Lease Account No. 2175637 dated January 30, 1997 between
                  Pitney Bowes Credit Corporation and USD for a postage meter
                  and accessories for a 39-month lease term.

         c.       Lease Agreement referencing Contract #070936404 dated June 10,
                  1998 between Xerox Corporation and USD for a photocopier for a
                  36-month lease term.

3.       SAN ANTONIO OPERATIONS OFFICE:

         a.       Lease between American Business Credit Corporation and USD
                  d/b/a/ San Antonio Diagnostic Imaging, Inc. dated May 7, 1997
                  for office equipment for a 60-month term.















                                       6


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