But wait there is more....

.   THE RESPONDENT'S VIOLATIONS OF
          SECTION 16(a) AND THE RULES THEREUNDER

     From August 1985 until August 1995, the Respondent failed to
report on Forms 4 or Forms 5 numerous changes in his beneficial
ownership of Health Images stock that resulted from purchases and
sales of the stock in his mother's brokerage accounts during the
                   

-[2]-     Until May 1, 1991, the statutory filing requirements
          under Section 16 of the Exchange Act were implemented
          by Rule 16a-1.  On January 10, 1991, the Commission
          adopted a comprehensive revision of the rules under
          Section 16 which became effective on May 1, 1991.  See
          Rel. 34-28869, 56 Fed. Reg. 7242 (Feb 21, 1991).  Among
          other things, these amendments place the implementation
          of the former Rule 16a-1 filing requirements in new
          Rules 16a-2 and 16a-3.  Accordingly, this Order, at
          paragraph V, below, orders that Respondent cease and
          desist from violating Rules 16a-2 and 16a-3.  

---

BEGINNING OF PAGE #4

---

period July 1985 through December 1992.  The Respondent had a
pecuniary interest in the shares bought and sold in his mother's
accounts, and thus was a beneficial owner of such shares for
purposes of Rule 16a-1(a)(2), because, among other things:  (i)
the Respondent provided substantial financial support to his
mother; (ii) the Respondent commingled his mother's assets with
his own; (iii) the Respondent provided a substantial portion of
the assets used by his mother to purchase the shares at issue;
and (iv) the Respondent's mother returned to him a substantial
portion of the proceeds from sales of the shares at issue.-[3]-
Since 1988, Carl has also been late on three occasions in
reporting transactions involving Health Images securities in his
own accounts.