AGREEMENT THE FOLLOWING IS AN AGREEMENT BY AND BETWEEN THE JMK GROUP, INC. (HERINAFTER REFERRED TO AS "JMK"), AND MEDHEALTH IMAGING, INC. (HEREINAFTER REFERRED TO AS "M11"), AND IS FOR THE PURPOSE OF DEFINING THE RELATIONSHIP BETWEEN THE PARTIES....

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                                                                  EXHIBIT 10(a)


                                   AGREEMENT


         THE FOLLOWING IS AN AGREEMENT BY AND BETWEEN THE JMK GROUP, INC.
(HERINAFTER REFERRED TO AS "JMK"), AND MEDHEALTH IMAGING, INC. (HEREINAFTER
REFERRED TO AS "M11"), AND IS FOR THE PURPOSE OF DEFINING THE RELATIONSHIP
BETWEEN THE PARTIES.


         WHEREAS: JMK is engaged in various business activities in the Far
East;

         WHEREAS: JMK has the ability to identify certain potential strategic
partners for Mill in the Far East: and

         WHEREAS: MII seeks to develop a strategic partnership relationships in
the Far East.

         Now, therefore, JMK and MII agree as follows:

         1.  MII hereby retains JMK as its representative to identify and
introduce to MII potential strategic partners for marketing, production, and
distribution of MII's products and systems in the identified market.  JMK is
hereby retained by MII for a period of one (1) year commencing as of the date
of this Agreement as set forth below, which period may be extended by the
mutual written agreement of JMK and MII.

         2.  It is understood that any agreement developed with a strategic
partner which is identified by or introduced by JMK to MII is subject to the
terms of this agreement.  This includes, but is not limited to, Joint Ventures,
Marketing Agreements, Production Agreements, Investment Banking Agreements, or
any other agreement.
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Page 2 of 2, agreement-JMK/MII




         3.  MII hereby agrees to compensate JMK as follows:

                 TEN PERCENT (10%) CONSUTOING FEE IS TO BE PAID TO JMK WITHIN
FIVE DAYS FROM THE DATE ANY FUNDS ARE RECEIVED BY MII PURSUANT TO THE TERMS OF
ANY AGREEMENT WITH A STRATETIC PARTNER AS DESCRIBED ABOVE.

                 SUCH COMPENSATION IS TO BE PAID BY MII TO JMK FOR WHATEVER
PERIOD IS INCLUDED IN ANY AGREEMENT WITH A STRATETIC PARTNER, EVEN IF SUCH
PERIOD INCLUDED IN THE AGREEMENT EXCEEDS THE ONE (1) YEAR CONSULTING PERIOD, OR
ANY EXTENSION THEREOF, AS DESCRIBED ABOVE.


         4.  JMK shall function as a consultant, and therefore, all expenses
incurred by JMK in its relationship with MII are the responsibility of JMK,
unless otherwise agreed to in writing by MII.



Dated this 12th day of June, 1995


JMK GROUP, INC.                            MEDHEALTH IMAGING, INC.


By: /s/                                    By: /s/
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