HEALTHCARE IMAGING SERVICES, INC.
October 1, 1998
Xxxxxx X. Xxxxxxx
Address:______________________
Dear Xxx:
Reference is made to the Lease, dated as of September 17, 1998 (the
"Lease"), between DVI Realty Company ("DVI Realty") and Healthcare Imaging
Services, Inc. ("HIS"). In consideration of your agreeing to the sale of the
property underlying the Lease (the "Property") to DVI Realty pursuant to that
certain Contract of Sale, dated as of September 17, 1998, between DMR
Associates, L.P. and DVI Realty (thereby permitting HIS to decrease its monthly
rental payments with respect to such property), HIS hereby agrees that, to the
extent HIS exercises the purchase option granted to it under Section 3 of the
Lease and thereafter sells the Property to an unrelated third party (other than
in connection with a merger, consolidation, sale of substantially all of the
assets of HIS or similar transaction), you will be entitled to receive an amount
equal to sixty percent (60%) of any and all "Profits" (as hereinafter defined)
realized by HIS upon such sale. For purposes hereof, "Profits" shall be defined
as the net proceeds received by HIS upon such sale less HIS's depreciated basis
in the Property at the time of such sale (as such basis is calculated by HIS'
accountants in accordance with generally accepted accounting principles and in a
manner consistent with HIS' then most recently audited financial statements).
Such amount shall be payable to you as soon as practicable after the closing of
such sale (but in any event within thirty (30) days).
Sincerely,
HEALTHCARE IMAGING SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman, President and Chief Executive
Officer
