Magna-Lab Inc.

P.O. Box 780
Syosset, NY 11791
(516) 393 5874
Writers Direct Dial: (516) 869 8265
Writers Mobile Phone: (516) 241 8523

January 24, 2000

Ms. Sharon Mias
Administrator,
Cardiovascular Institute, Mount Sinai Medical Center
One Gustave Levy Plaza
New York, NY 10029-6574

Dear Ms. Mias:

The  purpose of this  letter is to confirm  the  conclusions  of our  meeting on
January 9, 2000 relative to our May 1997  Collaborative  Research Agreement with
The Mount Sinai School of Medicine (the "Agreement").

At that meeting we agreed to modify the payment terms referred to in Section 2.4
of the Agreement to more appropriately reflect the status of the work efforts as
follows:

     $300,000 upon signing of this agreement (amount enclosed) and then
     No payment at the end of April 2000 and then
     $150,000  at the end of July and  October  2000 and  January and April 2001
     (total $600,000).

When added to the $600,000  already paid under the project,  this  schedule will
result in the total  payments of $1,500,000  being made and will reflect  actual
differences in the scheduling of the work vs. that  scheduling  contemplated  by
the Agreement.

If this  correctly  reflects  our  discussion,  would you kindly  indicate  your
agreement below. Thank you.

Sincerely,
Magna-Lab Inc.


/s/Lawrence A. Minkoff
Lawrence A. Minkoff, Ph.D., President


Agreed:
Mount Sinai School of Medicine


/s/Sharon Mias
---------------
Sharon Mias, Administrator