Indiana Board for Depositories Pledge Agreement

Pledge Agreement

This Pledge Agreement, dated as of September , 1999 is executed by ADAC Laboratories, a California corporation ("Borrower"), in favor of ABN AMRO Bank N.V., acting as agent ("Agent") for the financial institutions parties to the Credit Agreement.

Recitals

A. Pursuant to an Amended and Restated Credit Agreement dated as of March 29, 1999, as amended by the First Amendment dated August 17, 1999 (the "Credit Agreement"), among Borrower, the Lenders and Agent, the Lenders have agreed to extend certain credit facilities to Borrower.

B. The Lenders' obligations are subject, among other conditions, to receipt by Agent of this Pledge Agreement, duly executed by Borrower.

Agreement

Now, therefore, in consideration of the above recitals and other good and valuable consideration, Borrower hereby agrees with Agent for the ratable benefit of the Lenders as follows:

1. Definitions and Interpretation

Unless otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement shall have the respective meanings given to them therein.

2. Pledge

As security for the Secured Obligations, Borrower hereby pledges and assigns to Agent a security interest in all right, title and interest of Borrower in and to the property described below:

(a) All Domestic Subsidiary Shares;

(b) All Foreign Subsidiary Voting Shares equal to the Maximum Percentage;

(c) All Foreign Subsidiary Nonvoting Shares;

(d) All dividends, cash, instruments and other property received or distributable in respect of the Pledged Shares; and

(e) All proceeds of the foregoing.

3. Representations and Warranties

Borrower represents and warrants to the Lenders and Agent as follows:

(a) Borrower is the record legal and beneficial owner of the Collateral.

(b) Agent has a first priority perfected security interest in the Pledged Shares and the other Collateral.

(c) All Pledged Shares have been duly authorized, validly issued, fully paid and are non-assessable.

(d) Borrower has delivered the originals of all Pledged Shares and related instruments of transfer.

(e) Set forth in Attachment 1 is a true, complete and accurate list of all Subsidiary Shares.

4. Covenants

(a) Borrower shall promptly procure, execute and deliver all documents necessary to establish, maintain, preserve, protect and perfect the Collateral.

(b) Borrower shall pay promptly when due all taxes, Liens and other charges imposed upon or affecting any Collateral.

(c) Upon demand by Agent after an Event of Default, Borrower shall deposit all remittances, checks and other funds received with respect to Collateral to a deposit account.

(d) Borrower shall appear in and defend any action affecting title to or Agent's security interest in the Collateral.

(e) Borrower shall not surrender, sell, encumber, lease, transfer or otherwise dispose of any Collateral except as permitted.

5. Voting Rights and Dividends Prior to Default

Unless an Event of Default has occurred and is continuing, Borrower may exercise voting and consensual rights pertaining to the Pledged Shares and may receive and retain cash dividends and interest, subject to the terms of this Agreement.

6. Authorized Action by Agent

Borrower irrevocably appoints Agent as its attorney-in-fact to perform acts related to the Collateral after the occurrence and continuance of an Event of Default.

7. Events of Default

(a) Borrower shall be deemed in default upon the occurrence and continuance of an Event of Default as defined in the Credit Agreement.

(b) Upon default, voting rights and dividend rights shall vest in Agent.

(c) Agent may exercise all rights and remedies granted by this Agreement, the Credit Agreement, the UCC and applicable law.

8. Miscellaneous

(a) Notices shall be given as provided in the Credit Agreement.

(b) Amendments and waivers may be made only as provided in the Credit Agreement.

(c) This Agreement shall bind and benefit the parties and their successors and assigns.

(d) If any provision is illegal or unenforceable, the remaining provisions shall remain in effect.

(e) Rights and remedies are cumulative and may be exercised successively or concurrently.

(f) All payments shall be made free and clear of deductions and withholding taxes.

(g) Borrower shall remain liable to perform its obligations notwithstanding enforcement actions by Agent.

(h) This Agreement shall be governed by the laws of the State of California.

IN WITNESS WHEREOF, Borrower has caused this Pledge Agreement to be executed as of the day and year first above written.

Attachment 1 to Pledge Agreement

Part A - Domestic Subsidiary Shares

Please review the list of domestic subsidiary shares described in the attachment on page 10 of the PDF, including subsidiaries such as ADAC Research & Manufacturing, Inc., ADAC Healthcare Information Systems, Inc., ADAC Medical Technologies, Inc., ADAC Laboratories Pacific, Inc., ADAC Healthcare Partners, Inc., Cortet, Inc., O.N.E.S. Medical Services, Inc., and CT Solutions.

Part B - Foreign Subsidiary Shares

The foreign subsidiary list on page 10 includes ADAC Laboratories Canada Ltd., ADAC Laboratories Europe, BV., ADAC Foreign Sales Corporation, and ADAC do Brasil.

Director's qualifying shares or equivalent may be outstanding for some Foreign Subsidiaries.

I acknowledge the attachment lists and subsidiary share information.