ACQUISITION AGREEMENT

by and between

US DIAGNOSTIC INC.,

as Seller,

USD PAYMENT CORPORATION, INC., as an affiliate of Seller,

MEDICAL IMAGING CENTERS OF AMERICA, INC.,
MEDITEK INDUSTRIES, INC.,
MICA PACIFIC, INC.,
MICA CAL I, INC.,
MICA FLO I, INC.,
as Selling Subsidiaries,

and

DVI FINANCIAL SERVICES INC.,

as Purchaser

Dated as of September 12, 2002

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TABLE OF SCHEDULES

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TABLE OF EXHIBITS

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ACQUISITION AGREEMENT

                    THIS ACQUISITION AGREEMENT, dated as of September 12, 2002 (the Agreement), is made by and between (i) US Diagnostic Inc., a Delaware corporation (the Seller), (ii) USD Payment Corporation, Inc., a Florida corporation (USD Payment Corp.), (iii) Medical Imaging Centers of America, Inc., a California corporation, Meditek Industries, Inc., a Florida corporation, MICA Pacific, Inc., a California corporation, MICA Cal I, Inc., a California corporation, and MICA Flo I, Inc., a California corporation (collectively, the Selling Subsidiaries), and (iv) DVI Financial Services Inc., a Delaware corporation, or its designated wholly-owned subsidiary or Affiliate (the Purchaser).  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article IX.

                    WHEREAS, the Seller is engaged (either directly or indirectly through one or more wholly-owned direct or indirect subsidiaries) in the business of operating 21 outpatient diagnostic imaging and related facilities (the Business);

                    WHEREAS, the Seller, along with certain of the Seller Debtor Entities, intends to file (the Bankruptcy Filing) voluntary petitions (the Petitions) for relief (the Bankruptcy Cases) under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. 101, et seq., as amended (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of Florida (the Bankruptcy Court);

                    WHEREAS, the Seller and the Selling Subsidiaries intend to continue in the management and possession of their assets and businesses as debtors-in-possession in the Bankruptcy Cases pursuant to Sections 1107 and 1108 of the Bankruptcy Code and subject to the terms and conditions of this Agreement;

                    WHEREAS, the Business is conducted in the United States by the Seller and through various direct and indirect subsidiaries of the Seller;

                    WHEREAS, the Purchaser proposes to acquire all assets and properties of the Seller and its various subsidiaries related to the operations of the Business at the Acquired Centers (as defined below);

                    WHEREAS, in furtherance of its purposes, the Purchaser desires to purchase and acquire, and the Seller desires to sell, transfer, convey and assign or cause to be sold, transferred, conveyed and assigned, to the Purchaser (a) all of the equity interests and partnership interests (the Interests) in the direct and indirect subsidiaries of the Seller set forth on Schedule A (each an Acquired Subsidiary and collectively, the Acquired Subsidiaries, for the purpose of acquiring the 22 outpatient diagnostic imaging centers set forth on and located at the addresses listed on Schedule B (the Acquired Centers, which shall be deemed to include any imaging center location governed by the provisions of any contract between any Seller Entity and any member of the IDE Group entered into after December 21, 2001), and (b) all of the assets necessary, used or useable for the Purchasers operation of the Acquired Centers that may be held by any Seller Entity wherever located, including without limitation, those assets specifically

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designated in Sections 1.1(b)(i) through 1.1(d), all in the manner and subject to the terms and conditions set forth herein and in accordance with Sections 105, 363 and 365 of the Bankruptcy Code (together with the sale and purchase of the Acquired Assets and the assignment and assumption of the Assumed Liabilities, the Acquisition).

                    NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

           Section 1.1  Acquired Assets.  On the terms and subject to the conditions set forth in this Agreement and subject to approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of Bankruptcy Code, at the Closing, the Seller shall, and shall cause, as applicable, each of the Selling Subsidiaries, the Acquired Subsidiaries, and each Other Subsidiary, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, free and clear of all liens, claims and encumbrances of any nature except for Permitted Exceptions, and the Purchaser shall purchase and accept from the appropriate Seller Entity the following assets (the Acquired Assets), but excluding the Excluded Assets:

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