Stockholders Agreement

Stockholders Agreement

by Caprius
September 2nd, 1997


                                                               EXECUTION
                                              

                                STOCKHOLDERS AGREEMENT


                    STOCKHOLDERS  AGREEMENT  dated as  of  August  18, 1997
          between ADVANCED  NMR SYSTEMS, INC., a  Delaware corporation (the
          "Company"), and GENERAL ELECTRIC  COMPANY, a New York corporation
          (the "Purchaser"). 

                    Terms not  otherwise defined  herein have  the meanings
          stated in the Purchase Agreement (as defined below).

                                       RECITALS

                    A.   The   parties  have  entered   into  the  Purchase
          Agreement dated as of August 18, 1997 (the "Purchase Agreement"),
          pursuant to which,  among other  things, on the  date hereof  the
          Purchaser  is purchasing the  Preferred Shares and  may, upon the
          conversion  of  the  Preferred  Shares,   hereafter  acquire  the
          Preferred  Conversion  Shares.    The Preferred  Shares  and  the
          Preferred Conversion  Shares are collectively referred  to as the
          "Purchaser Shares".

                    B.   The Company and the Purchaser desire to enter into
          this  Agreement  to  provide  for  certain  restrictions  on  the
          ownership, voting and disposition of  the Purchaser Shares by the
          Purchaser and certain other matters. 

                    C.   Pursuant to  the Purchase  Agreement, on  the date
          hereof  the  Company  and  the  Purchaser  are  entering  into  a
          Registration Rights  Agreements pursuant to which  the Company is
          granting  to  the Purchaser  and  certain  other persons  certain
          rights  with respect to the registration under the Securities Act
          of the disposition of the Preferred Conversion Shares.


                                      AGREEMENT

                    The parties agree as follows:


                                      ARTICLE I

                                     RESTRICTIONS


                    SECTION 1.1    VOTING RESTRICTIONS.
                                   -------------------

                         (a)  In  connection  with  each matter  on  or  in
          respect of which the holders of shares of the Common Stock and/or
          the Preferred Stock, par value $.01 per share, of the Company, or
          any  series thereof, are required or permitted to vote or consent
          or dissent  in  writing the  Purchaser and  its Affiliates  shall
          vote, or consent or dissent in writing with respect to, and cause
          each of  its Affiliates, to vote or consent or dissent in writing
          with respect to, all  Purchaser Shares in respect of  the matters
          subject to  such vote or  consent or  dissent in writing,  at the
          election  of the Board of Directors of the Company, either (1) as
          directed by the affirmative  vote or written consent of  not less
          than  a majority  of a quorum  of the  Board of  Directors of the
          Company (the "Board"),  or of a duly  designated constituted, and
          empowered  committee of the  Board, which majority,  in any case,
          must include  a majority of the Independent  Directors, or (2) in
          the  same proportion  that  all other  Equity  Securities of  the
          Company entitled to vote thereon (other than Equity Securities of
          the Company  owned by the Purchaser or any of its Affiliates) are
          voted or in the same proportion as written consent is provided by
          the holders thereof  with respect to such Equity  Securities with
          respect to such  matter; it being  understood that the  Purchaser
          and its  Affiliates shall have  no obligation under  this Section
          1.1(a)  with respect  to matters  subject to  vote or  consent of
          holders of  Series B Convertible Redeemable  Preferred Stock, par
          value  $.01 per  share, of  the Company  prior to  any conversion
          thereof.

                         (b)  Notwithstanding  anything  contained in  this
          Agreement,  the  Purchaser  and   its  Affiliates  shall  not  be
          restricted in  any manner  whatsoever from voting,  or consenting
          with respect to, Equity Securities of the Company owned by any of
          them that are  not Purchaser  Shares with respect  to the  matter
          subject to such vote or consent.

                    SECTION 1.2    TRANSFER RESTRICTIONS.  
                                   ---------------------

                    (a)  Except in connection with  an Offer (as defined in
          Section 5 of  the Company's Certificate of Designations set forth
          as  Exhibit A  to  the Purchase  Agreement ("Certificate"))  with
          respect  to a Change of  Control (as defined  in the Certificate)
          made  by or  to the Company,  or a  Change of  Control shall have
          occurred  or been agreed to  by the Company,  the Purchaser shall
          not,  and shall not cause  or permit its  Affiliates to, transfer
          the record or beneficial ownership of any or all of the Purchaser
          Shares to any person for a  period of one year following the date
          of  this Agreement  except  in  one  or  more  of  the  following
          transactions:

                         (i)  each  transfer pursuant to  a public offering
          of shares of  Common Stock pursuant  to a registration  statement
          effective under the Securities Act; and

                         (ii) each transfer  to  any person  or Group  that
          represents in writing to the Purchaser that, after  giving effect
          to such  transfer  and  to  each  Related  Transaction,  it  will
          beneficially  own less than 5% of the  sum of the total number of
          shares  of Common Stock that are then issued and outstanding plus
          the total number of shares of Common  Stock that are then subject
          to  acquisition  upon the  conversion,  exercise  or exchange  of
          Equity Securities  of the Company (whether or not the conversion,
          exercise  or exchange  thereof  is subject  to  any condition  or
          restriction); and

                         (iii)     each transfer  to  any person  or  Group
          that  (1)  represents in  writing  to the  Purchaser  that, after
          giving effect to  such transfer and to  each Related Transaction,
          it will  beneficially own more than  5% and less than  10% of the
          sum  of the total number of shares  of Common Stock that are then
          issued  and outstanding plus the total number of shares of Common
          Stock that are  then subject to acquisition  upon the conversion,
          exercise or exchange of Equity Securities of the Company (whether
          or not the conversion, exercise or exchange thereof is subject to
          any  condition  or  restriction)   and  (2)  assumes  by  written
          instrument satisfactory to  each of the Company and the Purchaser
          the obligations and restrictions contained in this Section 1.2 to
          which  such Purchaser  Shares were  subject immediately  prior to
          such transfer; and

                         (iv) each  transfer  approved  by  the   Board  of
          Directors   of  the   Company,  which   approval  shall   not  be
          unreasonably withheld, to any person or Group that  represents in
          writing to Purchaser  that, after giving effect to  such transfer
          and to each  Related Transaction, it  will beneficially own  more
          than  9.9% and less  than 15% of  the sum of  the total number of
          shares  of Common Stock that are then issued and outstanding plus
          the total number of shares of Common Stock that are  then subject
          to  acquisition  upon the  conversion,  exercise  or exchange  of
          Equity Securities of the Company  (whether or not the conversion,
          exercise  or  exchange thereof  is  subject to  any  condition or
          restriction); and

                         (v)  each   transfer  approved  by  the  Board  of
          Directors of the Company; and

                         (vi) each  transfer  in  a   Business  Combination
          Transaction  approved by the Board of Directors of the Company or
          by  the  majority  of Common  Stock  voted  with  respect to  the
          transaction  (in   which  the  Purchaser  Shares   are  voted  in
          accordance  with the  restrictions contained  in Section  1.1, if
          applicable); and

                         (vii)     each  transfer pursuant  to a  tender or
          exchange offer  for  outstanding shares  of Common  Stock by  any
          person other than Purchaser,  any of its Affiliates or  any Group
          including the  Purchaser or any  of its Affiliates  (1) which the
          Board of Directors  of the Company does not oppose,  or (2) which
          the Board of Directors of the Company opposes if after completion
          of  such tender  or  exchange offer  securities  not tendered  or
          exchanged may be treated less favorably than securities tendered,
          provided that no tender,  indication  or  arrangement  to  tender
          --------
          shares of Common Stock may be  made in the case of the  preceding
          clause (2) until forty-eight hours prior to the expiration of any
          time after which securities tendered may be treated less favorably
          than securities tendered prior thereto; and

                         (viii)    each bona fide pledge of or the granting
          of a security  interest or any other lien in the Purchaser Shares
          to secure a bona fide loan, guarantee or other financial support,
          each foreclosure of such pledge or security interest or any other
          lien that  may be placed involuntarily upon any Purchaser Shares,
          and each subsequent  sale or other disposition  of such Purchaser
          Shares by the lender (or other secured party or lien creditor) or
          its agent, provided that, with respect to each such bona fide loan,
                     --------
          guarantee  or other financial support,  (x) such lender  is not a
          member  of a  Group  with respect  to  Common Stock  which  Group
          includes the Purchaser or Affiliates of the Purchaser and (y) the
          Purchaser shall retain the right to vote, or consent with respect
          to, the  Purchaser Shares  in accordance  with Section  1.1(a) so
          long  as no default shall  have occurred and  be continuing under
          such bona fide loan, guarantee or other financial support; and

                         (ix) each  transfer of  Purchaser  Shares  to  any
          Affiliate of the Purchaser,  including GE Capital Corporation, GE
          Investment  Management, Employers Reinsurance  Corporation or any
          other  financial services  affiliate of the  Purchaser or  a bona
          fide  pledge of  or the  granting of a  security interest  or any
          other  Lien in  such  Purchaser Shares  to  an Affiliate  of  the
          Purchaser, provided in each case that such Affiliate or GE Capital
                     --------
          Corporation, GE Investment  Management or  Employers  Reinsurance
          Corporation  or  GEIC or other financial services affiliate shall
          expressly  assume  by  written  instrument  satisfactory  to  the
          Company and the Purchaser all of the obligations and restrictions
          contained  in  this Stockholder Agreement to which such Purchaser
          Shares were subject immediately before such transfer; and

                         (x)  each  transfer  of  Purchaser  Shares   to  a
          charitable organization (as defined in the Investment Company Act
          of 1940), provided in each case that such charitable organization
                    --------
          shall   expressly   assume  by   written   instrument  reasonably
          satisfactory to  Company and Purchaser all of the obligations and
          restrictions  contained in  this Stockholder  Agreement  to which
          such  Purchaser  Shares  were  subject  immediately  before  such
          transfer; and

                         (xi) a   transfer   upon   the    liquidation   or
          dissolution  of the  Company or  a transfer  that is  effected by
          operation of law; and

                         (xii)     a   transfer   pursuant  to   and     in
          compliance with Rule 144 of the Securities Act.

                    (b)  Following the  first anniversary  of  the date  of
          this  Agreement, except in connection with  an Offer with respect
          to a Change of Control  made to or by the Company,  the Purchaser
          shall  not, and  shall  not cause  or  permit its  Affiliates  to
          transfer the beneficial  or record ownership of any or all of the
          Purchaser Shares to any person except in  a transaction described
          in Section 1.2 (a) or upon complying with the following;

                    (i)  The Purchaser or  its Affiliate  shall deliver  to
          the  Company written notice (the "Offer Notice") of its desire to
          sell  or transfer the beneficial  or record ownership  of some or
          all of the Purchaser Shares.   The Offer Notice shall specify the
          number  of  Purchaser Shares  the  Purchaser desires  to  sell or
          transfer (the "Offered Shares");

                    (ii) The Company  shall have  the right (the  "Right of
          First Offer") to offer, or to  designate a party of its choice to
          offer, in writing  to purchase not less  than all of the  Offered
          Shares  for a consideration per  share in cash  determined by the
          Company (a "Transaction Offer"), which written Transaction  Offer
          shall  be delivered to  Purchaser or its  Affiliate within ninety
          (90)  days of receipt of the Offer  Notice ("Right of First Offer
          Period"), shall include the  consideration per Purchaser Share to
          be paid for the Offered Shares, and all  other material terms and
          conditions of the Transaction Offer;

                    (iii)          In  the event the  Purchaser accepts the
          Transaction Offer, the  closing of any  such purchase of  Offered
          Shares by the Company  or its designee shall take place  no later
          than ten  (10) days after  the expiration of  the Right  of First
          Offer  Period or twenty (20)  days after acceptance (whichever is
          earlier),  at  the  place  and  on  the  date  specified  by  the
          Purchaser; and

                    (iv) The Purchaser  shall have the right  to reject the
          Transaction Offer and  sell or transfer, within  ninety (90) days
          of expiration of  the Right  of First Offer  Period, the  Offered
          Shares to a third party or parties (a "Third Party Purchaser") at
          a price no less than and on other terms no more beneficial in all
          material  respects  to  such  Third Party  Purchaser  than  those
          contained  in the Transaction Offer.   If such a sale or transfer
          to  a Third Party Purchaser  is not so  consummated within ninety
          (90) days of the expiration  of the Right of First  Offer Period,
          any sale or transfer of Purchaser Shares shall be deemed to be in
          violation of the provisions of  this Agreement unless the Company
          is  once again  afforded the  Right of  First Offer  provided for
          herein  or such  Purchaser Shares  are sold  or transferred  in a
          transaction described in Section 1.2(a).

                    SECTION 1.3    PURCHASE RESTRICTIONS.
                                   ---------------------

                         (a)  The Purchaser shall not,  and shall not cause
          or  permit its Affiliates or any Group including the Purchaser or
          any  of its Affiliates to,  acquire shares of  Common Stock other
          than the  Preferred Conversion  Shares, which when  combined with
          shares  of Common Stock then  owned beneficially or  of record by
          the  Purchaser and its Affiliates or any such Group, after giving
          effect  to the  acquisition and  each Related  Transaction, would
          result  in  the Purchaser,  its  Affiliates,  or any  such  Group
          beneficially owning 15%  or more  of the shares  of Common  Stock
          then issued and outstanding,  except that such restriction  shall
          not be applicable to each of the following acquisitions:

                    (1)  each acquisition following a  Business Combination
               Transaction  that (A) shall have been  approved by the Board
               of  Directors  of  the  Company,  including  a  majority  of
               Independent  Directors, or  by two-thirds  of the  shares of
               Common Stock voted with respect to the transaction (in which
               the  Purchaser  Shares  are  voted in  accordance  with  the
               restrictions  contained in  Section 1.1, if  applicable) and
               (B)  would, if completed on the terms so approved, result in
               the beneficial ownership by any  person or Group (other than
               and not including the  Purchaser or an Affiliate of,  or any
               person  acting in concert with the Purchaser) of 30% or more
               of  the shares of  Common Stock then  issued and outstanding
               or,  if all or any part of  the shares of Common Stock shall
               be  changed into  or exchanged  for shares  of any  class of
               capital  stock or  ownership interests  of any  other person
               (which  class  has  the  right  to  vote  generally  for the
               election  of directors), 30% or  more of the  shares of such
               class of capital stock or such ownership interests; and

                    (2)  each acquisition  following the commencement  of a
               tender  or exchange offer made by any person or Group (other
               than  and not including the Purchaser or an Affiliate of, or
               any person acting in concert with, the Purchaser) to acquire
               beneficial  ownership of 50% or more of the shares of Common
               Stock then issued and outstanding; and

                    (3)  each  acquisition after any person or Group (other
               than  and not including the Purchaser or an Affiliate of the
               Purchaser) shall beneficially own 30% or more of  the shares
               of Common Stock then issued and outstanding;

                    (4)  each   acquisition  approved   by  the   Board  of
               Directors of the Company;

                    (5)  any  acquisition pursuant  to  the Certificate  of
               Designations  pertaining  to  the Preferred  Shares,  or any
               exercise  of rights or receipt of a distribution as a holder
               of Purchaser Shares, and

                    (6)  any   acquisition   by   any  financial   services
               affiliate of  the Purchaser  in the  ordinary course  of its
               business,  including GE  Capital Corporation,  GE Investment
               Management,  Employers  Reinsurance  Corporation  and  their
               subsidiaries.

                         (b)   The  Purchaser and its Affiliates shall have
          no  obligation  under this  Agreement  or  otherwise to  transfer
          shares  of Common Stock,  which, when such  shares were acquired,
          after  giving   effect  to  such  transaction   and  any  Related
          Transaction, did not,  when combined with other  shares of Common
          Stock  then owned  by the  Purchaser and  its Affiliates  and any
          Group  including   the  Purchaser  or  any   of  its  Affiliates,
          constitute 15% or more of the shares of Common  Stock then issued
          and  outstanding.    Without   limiting  the  generality  of  the
          foregoing, the Purchaser and its Affiliates shall not be required
          to  transfer  any  shares  of  Common  Stock  if   the  aggregate
          percentage  ownership  of the  Purchaser  and  its Affiliates  is
          increased  as a result of any action  taken by the Company or its
          Affiliates including, without limitation, by reverse stock split,
          reclassification, recapitalization,  reorganization, combination,
          redemption,  repurchase  or cancellation  of  shares  or Business
          Combination Transaction.

                    SECTION 1.4    OTHER RESTRICTIONS.  The Purchaser shall
                                   ------------------
          not, and  shall not cause or permit its Affiliates to, enter into
          any  transaction  (including, without  limitation,  the purchase,
          sale or exchange  of property  or the rendering  of any  service)
          with the Company or any  of its Subsidiaries that shall not  have
          been approved by the Board of Directors of the Company, except in
          the ordinary course of business.

                    SECTION 1.5    TERMINATION.  The provisions of this
                                   -----------
          Article I  shall terminate on  the date  that is  the earlier  of
          (a) the date that is the tenth anniversary of the date hereof and
          (b) such time that the Purchaser,  any Affiliate of the Purchaser
          or  any Group  in which  it is  a member  beneficially  owns, and
          continues  to beneficially  own, less  than 5%  of the  shares of
          Common  Stock then  issued and  outstanding plus  the sum  of the
          shares  of Common Stock that are then subject to acquisition upon
          conversion,  exercise or  exchange  of Equity  Securities of  the
          Company,  it being understood that  if the Purchaser  at any time
          thereafter, and before such tenth anniversary,  beneficially owns
          5%  or  more  of the  shares  of  Common  Stock  then issued  and
          outstanding  plus the sum of the  shares of Common Stock that are
          subject to  acquisition upon conversion, exercise  or exchange of
          Equity  Securities of  the Company, the  provisions of  Article I
          shall  be effective and in full force  again as if no termination
          had occurred.  

                    SECTION 1.6    LEGENDS.  
                                   -------

                         (a)  Except  as provided  to the contrary  in this
          Section 1.6,  each  certificate  for  Purchaser Shares,  and  any
          certificate  issued  in  exchange therefor  or  upon  conversion,
          exchange  or  transfer  thereof,  shall  bear  a  legend  to  the
          following effect:

                         "The   shares    represented   by   this
                    certificate are subject  to the  restrictions
                    contained in the Stockholders Agreement dated
                    as  of August 18, 1997, a copy of which is on
                    file at  the office  of the Secretary  of the
                    Company."

                         (b)  At  the  written request  and expense  of the
          Purchaser, the legend stated  in Section 1.6(a) shall  be removed
          from certificates for Purchaser Shares by delivery of one or more
          substitute certificates  without such legend upon  the earlier of
          (1) the transfer of the related securities in one or  more of the
          transactions  specified  in  clauses  (a)(i),  (a)(ii),  (a)(iv),
          (a)(v), (a)(vi),  (a)(vii), (a)(xi)  or (a)(xii) of  Section 1.2,
          and (2) the termination  of the provisions of Article  I pursuant
          to Section 1.5(a); 

                    SECTION 1.7    DEFINITIONS.   The following terms have
                                   -----------
          the following meanings:

                    "AFFILIATE" of a  person means any other  persons  that
          directly  or indirectly controls,  is controlled  by or  is under
          common control with, the person or any of its Subsidiaries.   The
          term "control"  means the possession, directly  or indirectly, of
          the power to  direct or cause the direction of the management and
          policies of a  person, whether  through the  ownership of  voting
          securities, by contract or otherwise.

                    "BENEFICIAL OWNERSHIP"  has the meaning assigned to the
          term "beneficial ownership" in Section 13(d) of the Exchange Act.
          The  term  "beneficially own"  used as    verb has  a correlative
          meaning.  For the purpose of determining the beneficial ownership
          by any  person  of shares  of capital  stock of  an issuer,  such
          person  shall be deemed to beneficially own that number of shares
          subject to acquisition upon  the conversion, exercise or exchange
          by  such person and its  Affiliates of Equity  Securities of such
          issuer,  whether  or not  the  conversion,  exercise or  exchange
          thereof  is then  subject  to any  condition (including,  without
          limitation, the passage of  time or the occurrence of  any event)
          or restriction.  

                    "BUSINESS  COMBINATION  TRANSACTION"  means  a  merger,
          consolidation or similar transaction.

                    "EQUITY SECURITIES" of a person means the capital stock
          of  the  person and  all  other  securities  convertible into  or
          exchangeable or exercisable  for any shares of its capital stock,
          all rights to  subscribe for or to purchase, all  options for the
          purchase  of,  and  all  calls,  commitments  or  claims  of  any
          character  relating to, any shares  of its capital  stock and any
          securities convertible  into or exchangeable  or exercisable  for
          any of the foregoing.

                    "EXCHANGE  ACT"  means the  Securities Exchange  Act of
          1934,  as   amended,  and  the  related   rules  and  regulations
          thereunder.

                    "GROUP"  has the  meaning  given such  term in  Section
          13(d)(3) of the Exchange Act.

                    "INDEPENDENT  DIRECTORS"  means,  as  of  any  date  of
          determination, directors of the Company who are not then and have
          not been at any time during the preceding three years a director,
          officer or  employee of a beneficial  owner of 5% or  more of the
          shares  of  Common Stock  then  issued  and  outstanding  or  any
          Affiliate of such beneficial owner.

                    "RELATED   TRANSACTION"  means,  with  respect  to  any
          acquisition or disposition, or deemed acquisition or disposition,
          of any securities, a transaction that (1) has been disclosed in a
          document filed  with the Securities and  Exchange Commission with
          respect  to the Company (that is then available for inspection at
          the offices  of the  Securities and Exchange  Commission) or  has
          been  otherwise  publicly  announced  and  (2) by  its  terms  is
          effective upon, or immediately before  or after giving effect to,
          the  occurrence  of such  acquisition  or  disposition or  deemed
          acquisition or disposition.

                    "SECURITIES ACT"  means the Securities Act  of 1933, as
          amended, and the related rules and regulations thereunder.

                    "SUBSIDIARY"  of a person means (1) any person of which
          securities or  other ownership  interests having ordinary  voting
          power to  elect a  majority of  the board of  directors or  other
          persons performing similar functions are at the  time directly or
          indirectly owned by the person or  (2) a partnership in which the
          person  or  a  Subsidiary  of  the  person  is, at  the  date  of
          determination,  a general  or limited  partner, but  only if  the
          person or its Subsidiary  is entitled to receive more  than fifty
          percent of the assets of such partnership upon its dissolution.

                    "TRANSFER"  means a  sale,  an assignment,  a lease,  a
          license, a grant, a transfer or other disposition of  an asset or
          any interest of any nature in an asset.  The term "transfer" used
          as a verb has a correlative meaning.


                                      ARTICLE II

                                    MISCELLANEOUS


                    SECTION 2.1    NOTICES.  All notices, requests and
                                   -------
          other communications to any  party or under this Agreement  shall
          be in writing.  Communications may be made by telecopy or similar
          writing.  Each communication shall be  given to such party at its
          address stated on the signature pages of this Agreement or at any
          other  address as  such party may  from time  to time  specify in
          writing to  all  other  parties.   Each  communication  shall  be
          effective  (1)  if  given  by  telecopy,  when  the  telecopy  is
          transmitted  to  the  proper  address  and  the  receipt  of  the
          transmission is confirmed, (2)  if given by mail, 72  hours after
          the communication  is deposited  in the mails  properly addressed
          with  first class postage  prepaid or (3)  if given by  any other
          means,  when  delivered  to  the  proper address  and  a  written
          acknowledgement of delivery is received.

                    SECTION 2.2    NO WAIVERS; REMEDIES; SPECIFIC
                                   ------------------------------
          PERFORMANCE.
          -----------
                         (a)  No  failure   or  delay   by  any  party   in
          exercising  any right,  power or  privilege under  this Agreement
          shall  operate as a waiver of such  right, power or privilege.  A
          single or partial exercise of any right, power or privilege shall
          not preclude any other  or further exercise of such  right, power
          or  privilege  or  the exercise  of  any  other  right, power  or
          privilege.   The rights and  remedies provided in  this Agreement
          shall be cumulative and  not exclusive of any rights  or remedies
          available at law or in equity.

                         (b)  In view  of the uniqueness  of the agreements
          contained  in this  Agreement and  the transactions  contemplated
          hereby and the  fact that each party  would not have an  adequate
          remedy at law for money damages in the event that any obligations
          under  this Agreement  is not  performed in  accordance  with its
          terms, each party therefore agrees that the other parties to this
          Agreement shall be entitled to specific enforcement  of the terms
          of this Agreement in addition to any other remedy to which any of
          them may be entitled, at law or in equity.

                    SECTION 2.3    AMENDMENTS, ETC.  No amendment,
                                   ---------------
          modification,  termination, or  waiver of  any provision  of this
          Agreement, and no  consent to any departure  by a party from  any
          provision of this  Agreement, shall be effective  unless it shall
          be in writing and  signed and delivered  by the other parties  to
          this  Agreement, and  then  it shall  be  effective only  in  the
          specific  instance and for the  specific purpose for  which it is
          given.

                    SECTION 2.4    SUCCESSORS AND ASSIGNS.
                                   ----------------------

                         (a)  Except  as  expressly  contemplated  by  this
          Agreement,  no  party  may  assign  its  rights or  delegate  its
          obligations  under  this  Agreement  without  the  prior  written
          consent of the other parties; provided, that the Purchaser may
                                        --------
          assign its  rights and  delegate its responsibilities  under this
          Agreement   pursuant   to  Sections 1.2(a)(iii),   1.2(a)(ix)  or
          1.2(a)(x),    as the  case  may be,  without  the consent  of the
          Company.   Any assignment or  delegation in contravention of this
          Section 2.4 shall be void ab initio and shall not relieve the
                                    -- ------
          delegating party of any of its obligations under this Agreement.

                         (b)  The provisions  of  this Agreement  shall  be
          binding upon  and inure  to the  benefit of the  parties to  this
          Agreement and their respective permitted successors and assigns.

                         (c)  Notwithstanding   anything   herein  to   the
          contrary, each transferee of  Purchaser Shares transferred in one
          or more of the transactions specified in clauses (a)(i), (a)(ii),
          (a)(iv)   through   (a)(viii)  and   (a)(xi)   through  (a)(xii),
          inclusive,  of Section 1.2  shall acquire  such  Purchaser Shares
          free and  clear of any  restrictions or obligations  contained in
          this Agreement.  

                    SECTION 2.5    GOVERNING LAW.  This Agreement shall be
                                   -------------
          governed by and construed in accordance with the internal laws of
          the State of Delaware.

                    SECTION 2.6    COUNTERPARTS; EFFECTIVENESS.  This
                                   ---------------------------
          Agreement  may be signed in  any number of  counterparts, each of
          which  shall  be an  original,  with the  same effect  as  if all
          signatures were on the same instrument.

                    SECTION 2.7    SEVERABILITY OF PROVISIONS.  Any
                                   --------------------------
          provision of  this Agreement that is  prohibited or unenforceable
          in  any   jurisdiction  shall,  as  to    that  jurisdiction,  be
          ineffective to the extent  of the prohibition or unenforceability
          without invalidating the  remaining provisions of this  Agreement
          or  affecting the validity or enforceability  of the provision in
          any other jurisdiction.

                    SECTION 2.8    HEADINGS AND REFERENCES.  Article and
                                   -----------------------
          section  headings   in  this  Agreement  are   included  for  the
          convenience of reference  only and  do not constitute  a part  of
          this  Agreement for any other purpose.  References to parties and
          articles and sections  in this  Agreement are  references to  the
          parties to or the articles and sections of this Agreement, as the
          case may be, unless the context shall require otherwise.

                    SECTION 2.9    ENTIRE AGREEMENT.  Except as otherwise
                                   ----------------
          specifically provided  in the Purchase Agreement,  this Agreement
          embodies the  entire agreement  and understanding of  the parties
          and  supersedes all  prior agreements  or understandings  and all
          contemporaneous agreements or understandings, with respect to the
          subject matters of this Agreement.

                    SECTION 2.10   SURVIVAL.  Except as otherwise
                                   --------
          specifically provided  in  this Agreement,  each  representation,
          warranty or covenant  of each party  contained in this  Agreement
          shall  remain  in  full  force and  effect,  notwithstanding  any
          investigation  or notice  to the  contrary or  any waiver  by any
          other party of a  related condition precedent to  the performance
          by such other party of an obligation under this Agreement.

                    SECTION 2.11   DISPUTE RESOLUTION. (a)  General
                                   ------------------
          Provisions.  (i) Any dispute, controversy or claim arising out of
          or relating to  this Agreement  or any related  agreement or  the
          validity,  interpretation,  breach   or  termination  thereof  (a
          "Dispute"), including claims seeking redress or  asserting rights
          under applicable law,  shall be resolved  in accordance with  the
          procedures  set   forth  herein.     Until  completion   of  such
          procedures,  no party may take any action not contemplated herein
          to force a resolution of the Dispute by any judicial, arbitral or
          similar process,  except to the  limited extent necessary  to (1)
          avoid  expiration of a  claim that might  eventually be permitted
          hereby or (2) obtain interim relief, including injunctive relief,
          to preserve the status quo or prevent irreparable harm.

                    (ii) All  communications between  the parties  or their
               representatives in connection  with the attempted resolution
               of any Dispute  shall be  deemed to have  been delivered  in
               furtherance of a Dispute settlement and shall be exempt from
               discovery  and production,  and shall  not be  admissible in
               evidence  (whether as  an  admission or  otherwise), in  any
               arbitral  or  other proceeding  for  the  resolution of  the
               Dispute.

                    (iii)     In connection with  any Dispute, the  parties
               expressly waive and forego any right to trial by jury.

               (b)  Consideration by Senior Executives.  If a Dispute
                    ----------------------------------
          cannot  be resolved at an operational level, either party may, by
          notice to the other, request referral to the President and CEO of
          the General  Electric Medical Services Division  and the Chairman
          of the Company (or comparable officers of any permitted successor
          or  assignee)  for their  consideration.   Such request  shall be
          accompanied by a  written statement  of the Dispute  and of  each
          party's  position.  Within 30  days after the  request, the other
          party  will either concur in  such statement or  prepare its own,
          and such  statement(s) will  be delivered  to the  officers named
          above.  Such officers will meet in  person or by telephone within
          30  days thereafter to  seek a resolution.   If no  resolution is
          reached by the expiration  of 60 days from the  referral request,
          then either party may submit the Dispute to resolution as further
          provided herein by notice to the other party.

               (c)  Mediation.  After completion of any prior procedures
                    ---------
          required  hereby,  either  party   may  submit  the  Dispute  for
          resolution  by  mediation  pursuant  to  the  Center  for  Public
          Resources Model  Procedure for Mediation of  Business Disputes as
          then in  effect.  Mediation  will continue for  at least  60 days
          unless the mediator chooses  to withdraw sooner.  At  the request
          of either party  at commencement of  the mediation, the  mediator
          will be asked  to provide  an evaluation of  the Dispute and  the
          parties' relative positions.

               (d)  Arbitration.  (i)  After completion of any prior
                    -----------
          procedures required  hereby, either party may  submit the Dispute
          for resolution by arbitration pursuant to the Rules of the Center
          for Public Resources ("CPR") for Non-Administered  Arbitration of
          Business  Disputes as in effect  at the time  of the arbitration.
          The parties consent to a single, consolidated arbitration for all
          Disputes for which arbitration is permitted.

                         (ii)  The neutral organization for purposes of the
               CPR rules will be the  CPR.  The arbitral tribunal shall  be
               composed  of one  arbitrator  selected by  agreement of  the
               parties  or, in the absence of such agreement within 60 days
               after either party first proposes an arbitrator, by the CPR.
               The  arbitration shall be conducted in the City of New York.
               Each party shall be permitted to present its case, witnesses
               and evidence, if any, in the presence of the other party.  A
               written  transcript of  the  proceedings shall  be made  and
               furnished to  the parties.  The  arbitrators shall determine
               the  Dispute  in accordance  with the  law  of the  State of
               Delaware, without giving effect to any conflict of law rules
               or other  rules that might  render such law  inapplicable or
               unavailable, and shall apply this Agreement according to its
               terms.

                         (iii)   The parties agree to be bound by any award
               or order resulting from  any arbitration conducted hereunder
               and further agree that:

               (1)    any  monetary award shall include pre-award interest,
                      to  the extent  appropriate,  and shall  be made  and
                      payable in  U.S. dollars  through a bank  selected by
                      the recipient of such  award, free of any withholding
                      tax  or  other   deduction,  together  with  interest
                      thereon at the prime  rate in effect at such  bank on
                      the date of  the award,  from the date  the award  is
                      granted to the date it is paid in full.

               (2)    in  the  context of  an  attempt by  either  party to
                      enforce  an arbitral  award  or order,  any  defenses
                      relating to the parties'  capacity or the validity of
                      this Agreement or the Transaction Documents under any
                      law are hereby waived; and

               (3)    judgement  on any  award or  order resulting  from an
                      arbitration  conducted  under  this  Section  may  be
                      entered and  enforced in  any court, in  any country,
                      having  jurisdiction  thereof or  having jurisdiction
                      over any of the parties or any of their assets.

                         (iv)    Except  as  expressly  permitted  by  this
               Agreement, no party will commence or voluntarily participate
               in  any court  action  or proceeding  concerning a  Dispute,
               except  (A) for  enforcement  as contemplated  by  paragraph
               (iii)(3)  above,  (B)  to  restrict or  vacate  an  arbitral
               decision based on the grounds specified under applicable law
               and  not  waived in  paragraph  (iii)(2) above,  or  (C) for
               interim relief  as provided  in paragraph  (v)  below.   For
               purposes of  the foregoing or enforcement  of any undisputed
               obligation, the  parties hereto submit to  the non-exclusive
               jurisdiction of the courts of the State of New York.

                         (v)    In  addition  to  the  authority  otherwise
               conferred on the arbitral  tribunal, the tribunal shall have
               the  authority  to  make  such orders  for  interim  relief,
               including  injunctive  relief,  as  it  may  deem  just  and
               equitable.  If the  tribunal shall not have been  appointed,
               either party  may seek  interim relief  from a  court having
               jurisdiction  if  the award  to which  the applicant  may be
               entitled  may be  rendered ineffectual without  such interim
               relief.   Upon  appointment  of the  tribunal following  any
               grant  of interim relief by a court, the tribunal may affirm
               or  disaffirm  such  relief,   and  the  parties  will  seek
               modification or rescission of  the court action as necessary
               to accord with the tribunal's decision.

                         (vi)    The prevailing  party  in any  arbitration
               conducted under  this Section  shall be entitled  to recover
               from  the  other party  (as part  of  the arbitral  award or
               order)  its reasonable  attorneys' fees  and other  costs of
               arbitration.

                      SECTION 2.12 AFFILIATE.  Nothing contained in this
                                   ---------
          Agreement  shall cause the Purchaser or any  other party to be or
          be   deemed  an  "affiliate"  of  any  of  the  Company  and  its
          Subsidiaries within the Securities Act or the Exchange Act.

                             ____________________________

                              [Intentionally Left Blank]

          

                      IN WITNESS WHEREOF, the  parties hereto have executed
          and delivered this Agreement as of the date first written above.


                                   ADVANCED NMR SYSTEMS, INC.



                                   By:  /s/ Jack Nelson
                                      ---------------------------
                                       Name: Jack Nelson
                                       Title: Chairman and CEO


                                   Address:  Advanced NMR Systems, Inc.
                                             46 Jonspin Road
                                             Wilmington, Massachusetts 01887

                                   Telecopy: (508) 658-3581


                                   GENERAL ELECTRIC COMPANY


                                   By: /s/ Jeffrey R. Immelt
                                      --------------------------
                                       Name: Jeffrey R. Immelt
                                       Title: President of GE Medical
                                              Systems


                                   Address:  General Electric Company
                                             Medical Services Division
                                             3000 North Grandview Blvd.
                                             (P.O. Box 414)
                                             Waukesha, Wisconsin 53188

                                   Telecopy: (414) 544-3573