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Advisory Agreement With Intermountain Capital Corp.

This is an actual contract by MRI Medical Diagnostics.
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410 17TH STREET, SUITE 1940
303-592-1001 303-592-1846

February 19, 1999 Via Fax 415 721-0298

Dr. Jerry Parker, President MRI Medical Diagnostics Inc. 333 Locust Drive San Rafael, CA 94901

Re: Advisory Agreement

Dear Dr. Parker:

This Agreement confirms our mutual understanding that Intermountain Capital Corporation ("ICC" or "Advisors") will represent MRI Medical Diagnostics, Inc. ("MRI" or "Client") as Advisors on the following terms and conditions:

TRANSACTION The purpose of this engagement is to assist Client and/or its shareholders, principals and related parties ("Affiliates") to accomplish a sale, merger, exchange, capital investment, loan, joint venture or other transaction involving all or part of the business interests of Client, including but not limited to the stock and assets owned directly or indirectly by Client or Affiliates described generally as follows:

To market, locate and acquire, on terms acceptable to Client, a
privately held emerging growth company which desires to become a
publicly held company for merger or reverse acquisition into MRI, in
order to increase shareholder value in MRI ("Transaction").

Advisors understand and acknowledge that the current management of MRI recently agreed to acquire control of MRI with the intent of transfering its medical assets and businesses to MRI. Management has since determined that MRI is not a suitable vechicle for their business plan, however acknowledges that it has the responsibility to find another business candidate for MRI and will retain management control until a suitable Transaction is accomplished; however, management will relinquish director and management control upon the consumation of the Transaction. Advisors also acknowledge Management has advanced approximately $20,000 for clean-up of MRI (transfer agent fees, professional auditing and SEC reporting fees) and desires to have those monies returned to them upon consumation of the Transaction. Management or MRInt agrees to take all appropriate action to keep MRI current and in good standing

with all applicable Federal and State authorities and trading on the OTC- Bulletin Board Exchange.

Client hereby engages Advisors on an exclusive basis to advise it on the Transaction during the term of this Agreement. ICC shall advise the Client on the valuation, structure, pricing and financing of target companies and on the merger or reverse acquisition process itself. Client shall have the sole right to accept or reject any offer received. Client shall forward to Advisors all inquires from any person or entity during the term of this Agreement.

COMPENSATION As a retainer for availability of services and to cover planning, research and the preparation of marketing documentation, in addition to the advancement of certain out-of pocket expenses for this Transaction, Client shall issue to Advisors upon execution of this Agreement, 500,000 shares of its common stock The Company agrees that these shares shall not be reduced as a result of the Transaction and agrees that in the event of a reverse split of shares in the Transaction to issue such additional shares to Advisors to equal 500,000 shares ownership upon the consumation of the Transaction. Further, Advisors shall have demand registration rights on all of these shares..

If a transaction
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