AMENDMENT TO ACQUISITION AGREEMENT

1.

Section 1.5 of the Acquisition Agreement relating to Purchase Price is amended in its entirety to read as follows:

Section 1.5     Purchase Price.

          (a)     In consideration for the Acquired Assets, the Purchaser shall, in addition to (1) the assumption of the Assumed Liabilities, (2) the DVI Distribution Waiver, (3) the payment of the Allocation Differential (as hereinafter defined) (such obligation shall not be subject to offset, defense, deduction, recoupment, or any claims in the nature thereof and Purchaser hereby waives any such claims of  offset, defense, deduction, recoupment, or any other claims in the nature thereof); and (4) such other non-cash consideration specified in the Bid Procedures Order or other undertaking approved by the Bankruptcy Court, pay to the Seller at the Closing in cash by wire transfer of immediately available funds to one or more accounts designated by the Seller, Fourteen Million Two Hundred Thousand Dollars ($14,200,000.00) (the “Purchase Price”).

          (b)     The “Allocation Differential” shall mean (1) the excess of (A) all State and Local Taxes payable by the Seller Debtor Entities pursuant to an allocation of the Purchase Price among the Acquired Assets made by Purchaser on or before the Closing pursuant to Section 1.7 of this Agreement that varies from the Seller Proposed Allocation over (B) all State and Local Taxes that would be payable by the Seller Debtor Entities pursuant to the Seller Proposed Allocation minus (2) $200,000.

State and Local Taxes shall mean all state and local capital gain, income taxes, franchise taxes and similar taxes (i.e., any taxes based on income).  Seller Proposed Allocation shall mean the proposed allocation of the Purchase Price among the Debtor Seller Entities dated October 21, 2002, attached to the letter, dated October 25, 2002, from Andrew Shaw to Gary Wright.

          (c)     In the event the Purchaser reasonably determines that material inaccuracies are contained in the Seller Proposed Allocation, Purchaser shall have the right to terminate the Acquisition Agreement on or before November 8, 2002.  The Seller Debtor Entities shall use commercially reasonable efforts to provide information reasonably requested by Purchaser to verify that the Seller Proposed Allocation does not contain materially inaccurate information.

          (d)     The Purchaser shall pay all State and Local Taxes constituting part of the Allocation Differential directly to the relevant Taxing Authorities promptly upon written notice from the Seller.

2.

Section 1.7 of the Acquisition Agreement relating to Purchase Price is amended in its entirety to read as follows:

Section 1.7.     Allocation of Purchase Price for Tax Purposes.

          On or prior to the Closing Purchaser shall, in its sole and reasonable discretion, determine the allocation, pursuant to the rules of Sections 338 and 1060 of the Code and the Treasury regulations promulgated thereunder, (without regard to whether either or both of those provisions apply), of the Purchase Price and the Assumed Liabilities among the Acquired Assets and Interests, and among the assets of the Acquired Subsidiaries.  The Seller and the Purchaser shall be bound by such allocation (and if necessary, any adjusted allocation) as determined by Purchaser, and shall file, or cause to be filed, a Form 8594 and all applicable federal, state, local and foreign income, franchise and excise Tax Returns in a

manner that is consistent with such allocation.  If the allocation is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify the other party hereto concerning the existence of such dispute and the parties shall consult with each other with respect to all issues related to the allocation in connection with such dispute.  If a different allocation proposed by the Internal Revenue Service (the “IRS”) is finally determined, either party may file amended returns based on such allocation or any other allocation.  An allocation shall be considered to be finally determined when such allocation cannot be contested in any court of competent jurisdiction (or on or before any earlier date by which action must be taken to preserve rights or benefits, including, without limitation, the expiration of the statute of limitations with respect to any taxable period).

3.

Section 8.3(b)  of the Acquisition Agreement relating to Section 338 elections is amended in its entirety to read as follows:

(b)          At Purchaser’s option, Purchaser and each Seller Entity shall join with Purchaser in making elections with respect to any one or more of the Acquired Subsidiaries under Code §338(h)(10) (and, to the extent permitted by applicable law, any corresponding elections under state, local, and foreign tax law) with respect to the purchase and sale of Interests hereunder.  The Seller Entities shall include any income, gain, loss, deduction, or other tax item resulting from such election under Code §338(h)(10) on their Tax Returns to the extent required by applicable law.  Purchaser and each Seller Entity will (i) cooperate in the preparation and filing of such election under Code §338(h)(10) and (ii) take all such action as is required in order to give effect to the election for state, local, and foreign Tax purposes to the greatest extent permitted by law.

4.

Subsection 2.2 (a)(vi) of the Acquisition Agreement relating to delivery of the executed Escrow Agreement at Closing shall be deleted in its entirety and all of the subsequent subsections of Subsection 2.2(a) relating to Closing Deliveries by Seller shall be renumbered sequentially.

5.

Subsection 2.2 (b)(i) of the Acquisition Agreement relating to payment of the Adjusted Purchase Price by Purchaser at Closing is amended in its entirety to read as follows:

(i)          the Adjusted Purchase Price by wire transfer in immediately available funds to an account or accounts designated by the Seller,

6.

Subsection 2.2(b)(v) of the Acquisition Agreement relating to Purchaser’s delivery of the signed Escrow Agreement at Closing shall be deleted in its entirety and the subsequent subsections of subsection 2.2(b) relating to Purchaser deliveries at Closing shall be renumbered sequentially.  Any references within the Acquisition Agreement to any of the sections of subsection 2.2(b) subsequent to

deleted Section 2.2(b)(v) that are sequentially renumbered shall be amended to refer to the subsections as sequentially renumbered.

7.

Subsection 2.2(c) of the Acquisition Agreement relating to delivery of the Escrow Amount to the Escrow Agent at Closing shall be deleted in its entirety.

8.

Section 4.6 of the Acquisition Agreement is amended in its entirety to read as follows:

Financial Resources.  The Purchaser has sufficient financial resources to enable it to pay to the Seller at the Closing the Adjusted Purchase Price.

9.

Section 5.4 (c) of the Acquisition Agreement relating to payment of Non-Reimbursed Expenses is amended in its entirety to read as follows:

(c)          Conditioned upon and subject to entry of the Cash Collateral Orders, the Purchaser shall satisfy or make sufficient cash available to the Seller at Closing to permit the Seller Entities to satisfy ordinary course obligations related to the operation of the Business set forth in the Budget accruing before the Closing Date; provided, however, that such obligations shall not include Chapter 11 Expenses related to the administration of the Bankruptcy Cases and other expenses unrelated to the operation of the Business (such expenses are referred to as the “Non-Reimbursed Expenses”).  To the extent that the Non-Reimbursed Expenses are included in the Budget as approved by the Purchaser and paid by Seller from Purchaser’s Cash Collateral, such amounts shall be allowed as a super-priority expense of administration in favor of the Purchaser, and either (i) deducted in their entirety from the Purchase Price at the time of Closing or paid to Purchaser from the purchase price paid to Seller in a Competing Transaction at the time of closing of such Competing Transaction; or (ii) paid in full in the event that the Closing does not occur or a closing of a Competing Transaction does not occur, to the Purchaser as a super-priority expense of administration in the Bankruptcy Cases under a plan of reorganization or otherwise.

10.

Section 5.10 (g) of the Acquisition Agreement relating to Purchaser’s covenant not to sue Seller is amended in its entirety to read as follows:

(g)          Covenant Not to Sue Seller.  At the Closing, the Purchaser shall agree and cause DVIFS and DVIBC to agree, not to sue, obtain judgment, or otherwise exercise rights and remedies held by DVIFS and DVIBC against the Seller Debtor Entities under the DVI Finance Agreements against the Seller Debtor Entities, or to enforce or collect indebtedness due to DVIBC and DVIFS by Seller under the DVI Finance Agreements (the “Covenant Not to Sue Seller Debtor Entities”); provided, however, the Covenant Not to Sue Seller Debtor Entities shall expressly exclude the following: (i)(A) any judicial or non-judicial action required by DVI under the Bankruptcy Code or other applicable laws in the Bankruptcy Case or otherwise to enforce and execute upon property of the Seller Debtor Entities which is encumbered by the DVI Liens other than the Purchase Price paid under this Agreement or avoidance actions of the bankruptcy estates of the Seller Debtor Entities; (B) any judicial or non-judicial action required by DVI to enforce this Agreement or any of the terms hereof; (C) any rights or remedies otherwise available to Purchaser against Seller in respect of any actual fraud committed by any Seller Entity; or (D) any claim, right, or action which Purchaser may assert  under this Agreement, Bid Procedures Order, Approval Order, Cash Collateral Stipulation, and other rights granted to DVIFS and DVIBC by orders of the Bankruptcy Court in the Bankruptcy Case; and, further provided, that the Covenant Not to Sue Seller Debtor Entities shall terminate as to the Seller and the Seller Debtor Entities, without further notice or demand by DVIFS or DVIBC, in which case, except as otherwise expressly provided for in this Agreement, DVIBC and DVIFS shall be free to exercise any and all rights and remedies available to one or both of them under the DVI Finance Agreements or otherwise, including but not limited to, any applicable law, upon the commencement of any judicial or non-judicial action by any Seller Entity, Other Subsidiary, or any party acting by, on behalf of, or through any of them or their respective estates, successors, or assigns against a DVI Party concerning or related to the DVI Finance Agreements, the Acquisition, this Agreement and the transactions contemplated hereunder, or the extension by any DVI Party of loans or financing to the Seller Entities, including but not limited to, the Other Subsidiaries and the Selling Subsidiaries.

11.

Section 7.5(a) of the Acquisition Agreement is amended in its entirety to read as follows:

(a) In the event of termination of this Agreement pursuant to this Article VII, written notice thereof shall be given as promptly as practicable to the other party to this Agreement and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by any of the parties hereto.  If this Agreement is terminated as provided herein (i) there shall be no liability or obligation on the part of the Seller, the Selling Subsidiaries, the Purchaser, or their respective officers, directors and Affiliates, and all obligations of the parties shall terminate, except that (A) the obligations of the parties pursuant to Sections 5.2, 7.5, and 8.7 shall survive the termination hereof (B) that a party that is in material breach of its representations, warranties, covenants, or agreements set forth in this Agreement shall be liable for damages occasioned by

such breach, including without limitation, any expenses, including the reasonable fees and expenses of attorneys, accountants and other agents incurred by the other party in connection with this Agreement and the transactions contemplated hereby, and (ii) all filings, applications and other submissions made pursuant to the transactions contemplated by this Agreement shall, to the extent practicable, be withdrawn from the agency or person to which made.

12.

Section 8.1 of the Acquisition Agreement relating to indemnification and survival of representations and warranties is amended in its entirety to read as follows.

8.1          Survival of Representations and Warranties, Covenants and Agreements.

(a)          Seller’s Representations, Warranties, Covenants and Agreements.  The representations and warranties of the Seller and Selling Subsidiaries contained in this Agreement shall not survive the Closing.  The covenants and agreements of the Seller and the Selling Subsidiaries set forth in this Agreement shall survive in accordance with their terms.  All claims for breaches by the Seller or any the Selling Subsidiaries of any covenants and/or agreements under this Agreement must be asserted in a written notice to the Seller not later than 180 days following the Closing Date.

(b)          Purchaser’s Representations, Warranties, Covenants and Agreements.  The representations and warranties of the Purchaser contained in this Agreement shall not survive Closing.  The covenants and agreements of the Purchaser set forth in this Agreement shall survive in accordance with their terms.

13.

Section 8.2 of the Acquisition Agreement relating to claims against the Escrow Account other than for indemnities is deleted in its entirety and the subsequent sections of Article VIII beginning with Section 8.3 are renumbered sequentially.  Any references within the Acquisition Agreement to any of the sections of Article VIII beginning with Section 8.3 that are sequentially renumbered shall be amended to refer to the sections as sequentially renumbered.

14.

Section 8.3(b)  of the Acquisition Agreement relating to Section 338 elections is amended in its entirety to read as follows:

(b)          At Purchaser’s option, Purchaser and each Selling Entity shall join with Purchaser in making one or more elections with respect to one or more of the Acquired Subsidiaries under Code §338(h)(10) (and, to the extent permitted by applicable law, any corresponding elections under state, local, and foreign tax law) with respect to the purchase and sale of Interests hereunder.  The Seller Entities shall include any income, gain, loss, deduction, or other tax item resulting from such election under Code §338(h)(10) on their Tax Returns to the extent required by applicable law.  Purchaser and each Selling Entity will (i) cooperate in the preparation and filing of such election under Code §338(h)(10) and (ii) take all such action as is required in order to give effect to the election for state, local, and foreign Tax purposes to the greatest extent permitted by law.

15.

Article IX relating to Definitions is amended by (i) deleting in their entirety the following defined terms:  “Escrow Account;” “Escrow Agent;” “Escrow Agreement;” “Escrow Amount;” “Indemnified Party”; “Indemnifying Party;”

“Purchaser Indemnitees;” “Losses”; and “Seller Indemnitees;” (ii) changing the cross references in the definitions of “License Agreement” and “Transition Services Agreement” from Section 1.9 to Section 1.8; and (iii) changing the cross reference in the definition of “Transfer Taxes” from Section 8.3 to Section 8.2.

16.

Exhibit “F” containing the Form of Escrow Agreement is deleted in its entirety and Exhibits “G” and “H” are relettered sequentially.  Any references to Exhibits “G” and “H” within the Acquisition Agreement shall be deemed amended to be references to Exhibits “F” and “G” respectively.

17.

The Table of Contents is amended as shall be required to reflect the deletion of any sections or subsections by this Amendment and the renumbering of any subsequent sections of subsections.

18.

The Table of Exhibits is amended to reflect the deletion of Exhibit “F,” Form of Escrow Agreement,” and sequential relettering of former Exhibits “G” and “H” as Exhibits “F” and “G” respectively.

DVI FINANCIAL SERVICES INC.

By:

Name:

Title:

US DIAGNOSTIC INC.

USD PAYMENT CORPORATION, INC.

MEDICAL IMAGING CENTERS OF AMERICA, INC.

MEDITEK INDUSTRIES, INC.

MICA PACIFIC, INC.

MICA CAL I, INC.

MICA FLO I, INC.

By:

Name:

Leon Maraist

Title:

President and Chief Executive Officer

PRESGAR DIAGNOSTIC IMAGING, LLC

By:

Name:

Title: