EX-10.19 7 radnet_10q-ex1019.htm AMENDMENT NO. 5 TO CREDIT AGREEMENT

     Exhibit 10.19

                 AMENDMENT NO. 5 AND LIMITED WAIVER TO CREDIT AGREEMENT

             This AMENDMENT NO. 5 AND LIMITED WAIVER TO CREDIT AGREEMENT (this
    "Amendment"), dated as of February 22, 2008, by and among RADNET MANAGEMENT,
    INC., a California corporation (the "Borrower"), the other persons designated as
    Credit Parties on the signature pages hereof, GENERAL ELECTRIC CAPITAL
    CORPORATION, a Delaware corporation, as agent ("Agent") and the Persons
    signatory thereto from time to time as Lenders. Unless otherwise specified
    herein, capitalized terms used in this Amendment shall have the meanings
    ascribed to them in the Credit Agreement (each as hereinafter defined).

                                        RECITALS

             WHEREAS, the Borrower, the Credit Parties, Agent and Lenders have
    entered into that certain Credit Agreement dated as of November 15, 2006 (as
    amended by that certain (i) Limited Waiver and Amendment No. 1 to Credit
    Agreement dated as of April 5, 2007, (ii) Amendment No. 2 to Credit Agreement
    dated as of May 30, 2007, (iii) Amendment No. 3 to Credit Agreement dated as of
    August 23, 2007 and (iv) Amendment No. 4 to Credit Agreement dated as of
    December 3, 2007, and as further amended, supplemented, restated or otherwise
    modified from time to time, the "Credit Agreement"); and

             WHEREAS, the Borrowers, Agent, Requisite Lenders and the Supermajority
    Revolving Lenders have agreed to the amendments and limited waiver as set forth
    herein;

             NOW THEREFORE, in consideration of the mutual execution hereof and
    other good and valuable consideration, the parties hereto agree as follows:

                      1. Amendments to Credit Agreement.

                        (a) Amendment to Section 1.1(a). Section 1.1(a) of the
    Credit Agreement is hereby amended by amending and restating the third and
    fourth sentence therein to read in their entirety as follows:

                      "Amounts borrowed under this subsection (a) are collectively
             referred to as the "Initial Term Loan B and together with any
             Incremental Term Loan (as defined below), the "Term Loan B"." Borrower
             shall repay the Initial Term Loan B through periodic payments on the
             dates and in the amounts indicated below (together with any scheduled
             payments of the Incremental Term Loan, "Scheduled Installments")."

                      (b) Amendment to Section 1.1. Section 1.1 of the Credit
    Agreement is hereby amended by inserting the following new clause (g):

                               "(g) Incremental Loans.

                      (i) Borrower may make up to five requests for an incremental
             term loan (the "Incremental Term Loan") or incremental revolving loan
             (the "Incremental Revolving Loan"), each such request being for at
             least $5,000,000, and in an aggregate amount not to exceed $40,000,000
             for all such requests pursuant to delivery of a written request from
             the Borrower to the Agent. Each such notice shall specify the date (an
             "Increase Effective Date") on which the Borrower proposes that the
             increased or new Commitments shall be effective, which date shall be a
             date not less than ten (10) Business Days after such request is
             delivered to the Agent. The increased or new Commitments shall become
             effective on the applicable Increase Effective Date as long as each of
             the following conditions have been met:

                               (A) no Default or Event of Default has occurred or is
             continuing or would result after giving effect to such Incremental Term
             Loan or Incremental Revolving Loan;

                               (B) (1) the maturity date of any Incremental Term
             Loan, the weighted average life of any Incremental Term Loan, the
             effective yield to the Lenders under such Incremental Term Loan
             (including interest, fees received ratably by such Lenders and original
             issue discount) shall be the same as the Initial Term Loan B, as
             applicable, at the time such Incremental Term Loan is funded and (2)
             any Incremental Revolving Loan shall become part of the Revolving Loans
             with the same maturity, interest, fees and terms as the Revolving
             Loans;

                               (C) the Borrower has provided evidence reasonably
             satisfactory to the Agent that the Borrower would have been in
             compliance with the financial covenants set forth in Section 6 assuming
             that the Incremental Term Loan or Incremental Revolving Loan, as
             applicable, had been incurred on the last day of the then most recently
             completed Fiscal Quarter; and

                               (D) the Agent shall have received amendments to this
             Agreement and the Loan Documents, joinder agreements for any new
             Lenders, and all other promissory notes, agreements, documents and
             instruments reasonably satisfactory to the Agent in its reasonable
             discretion evidencing and setting forth the conditions of the
             Incremental Term Loan or Incremental Revolving Loan, as applicable.

                      (ii) Each Lender which (a) holds a Term Loan B on the date the
             Borrower delivers a written request to the Agent for a Incremental Term
             Loan or a Revolving Loan on the date the Borrower delivers a written
             request to the Agent for an Incremental Revolving Loan and (b) notifies
             the Agent in writing within five (5) days of receipt of written notice
             from the Agent that Borrower has requested an Incremental Term Loan or
             Incremental Revolving Loan, as applicable, shall have the right to fund
             its pro rata share of the Incremental Term Loan or Incremental
             Revolving Loan, as applicable, based upon its share of the Term Loan B
             Commitment or the Revolving Loan Commitment, as applicable, as

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             of the date the Agent originally received the applicable notice from
             the Borrower. Notwithstanding anything contained herein or otherwise to
             the contrary, no Lender shall have any obligation to fund all or any
             portion of, or participate in, the Incremental Term Loan or the
             Incremental Revolving Loan. Amounts of the Incremental Term Loan which
             are repaid may not be reborrowed.

                      (iii) On any Increase Effective Date on which Incremental
             Revolving Loans are effected, subject to the satisfaction of the
             foregoing terms and conditions, (A) each of the Lenders with Revolving
             Loan Commitments shall assign to each Lender with an Incremental
             Revolving Loan (each, an "Incremental Revolving Loan Lender") and each
             of the Incremental Revolving Loan Lenders shall purchase from each of
             the Lenders with Revolving Loan Commitments, at the principal amount
             thereof (together with accrued interest), such interests in the
             Revolving Loans on such Increase Effective Date as shall be necessary
             in order that, after giving effect to all such assignments and
             purchases, such Revolving Loans will be held by existing Lenders with
             Revolving Loan and Incremental Revolving Loan Lenders ratably in
             accordance with their Revolving Loan Commitments after giving effect to
             the addition of such Incremental Revolving Loans to the Revolving Loan
             Commitments, (B) each Incremental Revolving Loan shall be deemed for
             all purposes a Revolving Loan Commitment and each Loan made thereunder
             shall be deemed, for all purposes, a Revolving Loan and (C) each
             Incremental Revolving Loan Lender shall become a Lender with respect to
             the Revolving Loan Commitment and all matters relating thereto.

                      (iv) On any Increase Effective Date on which Incremental Term
             Loans are effected, subject to the satisfaction of the foregoing terms
             and conditions, (A) each Lender with an Incremental Term Loan (each, an
             "Incremental Term Loan Lender") shall make a Loan to the Borrower in an
             amount equal to the amount of the Incremental Term Loan such Lender has
             committed to fund and (B) each Incremental Term Loan Lender shall
             become a Lender hereunder with respect to the Incremental Term Loan.
             Amounts of the Incremental Term Loan repaid may not be reborrowed.

                      (v) Each of the Borrower, Lenders and Agent acknowledges and
             agrees that an Incremental Term Loan or Incremental Revolving Loan (and
             related amendments and documents described in clause (iv) above)
             meeting the conditions set forth in this Section 1.1(g) shall not
             require the consent of any Lender other than those Lenders, if any,
             which have agreed to participate in the Incremental Term Loan or the
             Incremental Revolving Loan, as applicable."

                               (c) Amendment to Section 1.2(a). Section 1.2(a) of
    the Credit Agreement is hereby amended by (i) replacing each occurrence of the
    term "2.00%" with the term "3.25%" and (ii) replacing each occurrence of the
    term "3.50%" with the term "4.25%" therein.

                               (d) Amendment to Section 1.3(a). Section 1.3(a) of
    the Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

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                      "Fee Letter. Borrower shall pay to GE Capital, individually,
             the Fees specified in that certain fee letter dated as of June 27, 2006
             among Borrower and GE Capital, as supplemented by that certain
             Supplemental Fee Letter dated as of the Amendment No. 3 Closing Date
             and as supplemented by that certain Supplemental Fee Letter dated as of
             the Amendment No. 5 Closing Date (collectively, the "GE Capital Fee
             Letter"), at the times specified for payment therein."

                               (e) Amendment to Section 1.5(d). Section 1.5(d) of
    the Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "Prepayments from Issuance of Securities; Segregated Account.
             Immediately upon the receipt by Holdings, Borrower or any of its
             Subsidiaries of the proceeds of the issuance of Stock, Borrower shall
             prepay the Loans in an amount equal to fifty percent (50%) of such
             proceeds, net of underwriting discounts and commissions and other
             reasonable out-of-pocket costs associated therewith. The payments shall
             be applied in accordance with Section 1.5(e). Notwithstanding the
             foregoing, the following proceeds of stock issuance shall be excluded
             from any mandatory prepayment: (i) proceeds of issuances of Stock by
             Holdings or Borrower on or prior to the Closing Date, (ii) proceeds of
             issuances of Stock of Holdings (and options and warrants for the
             issuance of Stock of Holdings) to employees and directors of Holdings,
             Borrower or Beverly and proceeds from the exercise of options and
             warrants by employees and directors and (iii) proceeds of issuances of
             Stock by any Subsidiary of Borrower to Borrower which constitutes an
             Investment permitted hereunder. On the one hundred twentieth day
             following (i) the Amendment No. 5 Closing Date, the Borrower shall
             prepay the Loans, in accordance with Section 1.5(e), in an amount equal
             to 100% of the remaining funds in the Segregated Account which were
             deposited in the Segregated Account on the Amendment No. 5 Closing Date
             and have not been used to pay the purchase price of the Strategic
             Initiatives and (ii) the date on which any additional funds are
             deposited into the Segregated Account, the Borrower shall prepay the
             Loans, in accordance with Section 1.5(e), in an amount equal to 100% of
             the remaining funds in the Segregated Account which were deposited on
             such date and have not been used to pay the purchase price of the
             Strategic Initiatives."

                               (f) Amendment to Section 3.25. Section 3.25 of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

             "3.25 Segregated Account. As of the Amendment No. 5 Closing Date,
             Borrower has deposited into deposit account number 112813519 at City
             National Bank $17,271,000 ("Segregated Account") which (i) funds (along
             with any additional funds deposited into the Segregated Account within
             forty-five (45) days of the Amendment No. 5 Closing Date) will be used
             solely to (A) pay for Strategic Initiatives approved in writing by the
             Agent or (B) repay Loans hereunder as required by Section 1.5(d) and
             (ii) will be subject to a Control Agreement. The Agent shall have sole
             dominion and control of the Segregated Account and shall

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            withdraw funds therefrom (i) upon the written request of the Borrower,
            to pay for Strategic Initiatives approved in writing by the Agent or
            (ii) to repay Loans as required by Section 1.5(d) (and the Borrower
            hereby acknowledges that the Agent may, without notice to the Borrower,
            withdraw funds from the Segregated Account for the purposes set forth in
            this sentence)."

                               (g) Amendment to Section 5.1(f). Section 5.1(f) of
    the Credit Agreement is hereby amended by replacing the amount "$20,000,000"
    which appears therein with "$25,000,000". (h) Amendment to Section 5.6(v).
    Section 5.6(v) of the Credit Agreement is hereby amended and restated to read in
    its entirety as follows:

                      "(v) the sum of all amounts payable in connection with any
            Permitted Acquisition (including the purchase price, all transaction
            costs and all Indebtedness, liabilities and Contingent Obligations
            incurred or assumed in connection therewith or otherwise reflected on a
            consolidated balance sheet of Borrower and Target) shall not exceed
            $20,000,000 and the sum of such amounts payable in connection with all
            Permitted Acquisitions shall not exceed $100,000,000, and the portion
            thereof allocable to goodwill and intangible assets for all such
            Permitted Acquisitions during the term hereof shall not exceed
            $60,000,000."

                               (i) Amendment to Section 6.1(a). Section 6.1(a) of
             the Credit Agreement is hereby amended and restated to read in its
             entirety as follows:

                      "Capital Expenditure Limits. Holdings and its Subsidiaries on
            a consolidated basis shall not make Capital Expenditures during the
            following periods that exceed the aggregate amounts set forth opposite
            each of such periods (the "Capex Limit"):

                     Period                                     Maximum Capital
                                                            Expenditures per Period

                     Fiscal Year 2007                             $42,000,000

                     Fiscal Year 2008 and                         $50,000,000
                     each Fiscal Year thereafter

                      provided, however, that the Capex Limit referenced above will
            be increased in any period by an amount equal to 50% of the difference
            obtained by taking the Capex Limit for the immediately prior period
            (excluding any Capex Carry Over Amounts) minus the actual amount of any
            Capital Expenditures expended during such prior period (the "Capex Carry
            Over Amount"), and for purposes of measuring compliance herewith, the
            Capex Carry Over Amount shall be deemed to be the last amount spent on
            Capital Expenditures in that succeeding period; provided further that
            (i) the Capex Limit for Fiscal Year 2008 shall be reduced by the
            positive difference, if any, between (A) the actual amount of

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             Capital Expenditures expended during Fiscal Year 2007 minus (B) the
             Capex Limit for Fiscal Year 2007 and (ii) that the Capex Carry Over
             Amount for any Fiscal Year shall not exceed $10,000,000."

                               (j) Amendment to Section 6.1(c). Section 6.1(c) of
             the Credit Agreement is hereby amended and restated to read in its
             entirety as follows:

                      "Minimum Fixed Charge Coverage Ratio. Holdings and its
             Subsidiaries shall have on a consolidated basis at the end of each
             Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio for the
             12-Fiscal Month period then ended of not less than the following:

                      1.20 for the Fiscal Quarters ending December 31, 2006 and
                           March 31, 2007;
                      1.15 for the Fiscal Quarter ending June 30, 2007;
                      1.10 for each Fiscal Quarter ending after June 30, 2007
                           but on or prior to December 31, 2011; and
                      1.20 for each Fiscal Quarter ending thereafter."

                               (k) Amendment to Section 6.1(e). Section 6.1(e) of
             the Credit Agreement is hereby amended and restated to read in its
             entirety as follows:

                      "Maximum Leverage Ratio. Holdings and its Subsidiaries on a
             consolidated basis shall have, at the end of each Fiscal Quarter set
             forth below, a Leverage Ratio as of the last day of such Fiscal Quarter
             and for the 12-Fiscal Month period then ended, of not more than the
             following:

                      4.35     for the Fiscal Quarters ending December 31, 2006,
                               2006 and March 31, 2007;

                      4.70     for the Fiscal Quarter ending June 30, 2007; 4.80 for
                               the Fiscal Quarter ending September 30, 2007;

                      5.00     for the Fiscal Quarters ending December 31, 2007,
                               March 31, 2008, June 30, 2008 and September 30, 2008;

                      4.75     for the Fiscal Quarters ending December 31, 2008 and
                               March 31, 2009;

                      4.50     for the Fiscal Quarter ending June 30, 2009 and
                               September 30, 2009;

                      4.25     for the Fiscal Quarters ending December 31, 2009,
                               March 31, 2010 and June 30, 2010;

                      4.00     for the Fiscal Quarters ending September 30, 2010 and
                               December 31, 2010;

                      3.25     for the Fiscal Quarters ending March 31, 2011, June
                               30, 2011, September 30, 2011 and December 31, 2011;
                               and

                      3.00     for the Fiscal Quarter ending March 31, 2012 and for
                               each Fiscal Quarter ending thereafter."

                                            6

                               (l) Amendment to Section 6.1(f). Section 6.1(f) of
             the Credit Agreement is hereby amended and restated to read in its
             entirety as follows:

                      "Maximum Senior Leverage Ratio. Holdings and its Subsidiaries
             on a consolidated basis shall have, at the end of each Fiscal Quarter
             set forth below, a Senior Leverage Ratio as of the last day of such
             Fiscal Quarter and for the 12-Fiscal Month period then ended, of not
             more than the following:

                      2.85     for the Fiscal Quarter ending December 31, 2006;

                      2.85     for the Fiscal Quarter ending March 31, 2007;

                      2.95     for the Fiscal Quarter ending June 30, 2007;

                      3.00     for the Fiscal Quarter ending September 30, 2007;
                               3.15 for the Fiscal Quarters ending December 31,
                               2007, March 31, 2008, June 30, 2008, September 30,
                               2008 and December 31, 2008;

                      3.00     for the Fiscal Quarters ending March 31, 2009, June
                               30, 2009, September 30, 2009 and December 31, 2009;

                      2.75     for the Fiscal Quarters ending March 31, 2010, June
                               30, 2010, September 30, 2010 and December 31, 2010;
                               and

                      2.50     for the Fiscal Quarter ending March 31, 2011 and for
                               each Fiscal Quarter ending thereafter."

                               (m) Amendment to Section 6.2(a)(i). Section 6.2(a)(i)
    of the Credit Agreement is hereby amended and restated to read in its entirety
    as follows:

                      "As soon as available and in any event within forty-five (45)
             days (or if Holdings files an extension with the Securities & Exchange
             Commission, fifty (50) days; provided, that Borrower has given Agent a
             written explanation forty- five (45) days after the end of the
             applicable Fiscal Quarter of Holdings, in form and substance reasonably
             acceptable to Agent, regarding the need for such extension) after the
             end of each Fiscal Quarter (excluding the last Fiscal Quarter of
             Holdings' Fiscal Year), Borrower will deliver (1) the consolidated and
             consolidating balance sheets of Holdings and its Subsidiaries, as at
             the end of such quarter, and the related consolidated and consolidating
             statements of income, stockholders' equity and cash flow for such
             Fiscal Quarter and for the period from the beginning of the then
             current Fiscal Year of Holdings to the end of such Fiscal Quarter, (2)
             a report setting forth in comparative form the corresponding figures
             for the corresponding periods of the previous Fiscal Year and the
             corresponding figures from the most recent Projections for the current
             Fiscal Year delivered pursuant to Section 6.2(h) and (3) a schedule of
             the outstanding Indebtedness for borrowed money of Holdings and its
             Subsidiaries describing in reasonable detail

                                            7

             each such debt issue or loan outstanding and the principal amount and
             amount of accrued and unpaid interest with respect to each such debt
             issue or loan."

                               (n) Amendment to Section 6.2(d). Section 6.2(d) of
    the Credit Agreement is hereby amended by replacing the term "Fiscal Quarter"
    with the term "Fiscal Month" therein.

                               (o) Amendment to Section 8.2(m). Section 8.2(m) of
    the Credit Agreement is hereby amended by adding "AND (E) AUTHORIZES AND
    INSTRUCTS THE AGENT ON ITS BEHALF TO ENTER INTO THE FIRST AMENDMENT TO
    INTERCREDITOR AGREEMENT AS FIRST LIEN AGENT (AS DEFINED THEREIN) AND ON BEHALF
    OF SUCH LENDER" after clause (D) in the first sentence thereof.

                               (p) Amendment to Section 9.2(b). Section 9.2(b) of
    the Credit Agreement is hereby amended by inserting the following sentence after
    the third sentence therein: "No amendment, modification, termination or waiver
    of or consent with respect to any provision of any Loan Document appropriate (as
    reasonably determined by the Agent) to evidence or implement an Incremental
    Revolving Loan or Incremental Term Loan, shall be effective unless the same
    shall be in writing and signed by Agent, Borrower, and any Incremental Revolving
    Loan Lender or Incremental Term Loan Lender, as applicable; provided, however,
    that any amendment to Section 1.1(g) shall require the written consent of the
    Required Lenders."

                               (q) Amendments to Annex A. Annex A of the Credit
    Agreement is hereby amended by inserting the following defined terms in their
    appropriate alphabetical order:

                                        (1) "Amendment No. 5 Closing Date" means
                                        February 22, 2008."

                                        (2) "Delaware Imaging" means Delaware
                                        Imaging Partners, Inc., a Delaware
                                        corporation.

                                        (3) "First Amendment to Intercreditor
                                        Agreement" means that certain First
                                        Amendment to Intercreditor Agreement, dated
                                        February 22, 2008, among the Agent, the
                                        Second Lien Agent and the Credit Parties.

                                        (4) "Increase Effective Date" has the
                                        meaning ascribed to it in Section 1.1(g).

                                        (5) "Incremental Revolving Loan" has the
                                        meaning ascribed to it in Section 1.1(g).

                                        (6) "Incremental Revolving Loan Lender" has
                                        the meaning ascribed to it in Section
                                        1.1(g).

                                        (7) "Incremental Term Loan" has the meaning
                                        ascribed to it in Section 1.1(g).

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                                        (8) "Incremental Term Loan Lender" has the
                                        meaning ascribed to it in Section 1.1(g).

                                        (9) "New Imaging Center" means, as of any
                                        date of determination, any new imaging
                                        center which has been open for business for
                                        less than (12) months.

                                        (10) "New Imaging Center EBITDA" means with
                                        respect to any New Imaging Center for any
                                        period (a "Measurement Period"), the product
                                        of (I) the "center level profit or loss" of
                                        such New Imaging Center determined in
                                        accordance with GAAP for the period (the
                                        "Annualization Period") from and including
                                        the date such New Imaging Center opened
                                        through and including the last day of the
                                        Measurement Period multiplied by (II) a
                                        number obtained by dividing 365 by the
                                        number of days in the Annualization Period.

                               (r) Amendments to Annex A.

                                        (1) Annex A of the Credit Agreement is
                                        hereby amended by amending and restating the
                                        following definitions to each read in its
                                        entirety as follows:

                      "Lenders means GE Capital, the other Lenders named on the
             signature pages of the Agreement, and, if any such Lender shall decide
             to assign all or any portion of the Obligations, such term shall
             include any assignee of such Lender, and any other financial
             institution that becomes a party hereto by execution of a joinder
             agreement in connection with any Incremental Term Loans or Incremental
             Revolving Loans and any assignee of such Lender."

                      "Revolving Loan Commitment means (a) as to any Lender, the
             commitment of such Lender to make its Pro Rata Share of Revolving
             Credit Advances or incur its Pro Rata Share of Letter of Credit
             Obligations (including, in the case of the Swing Line Lender, its
             commitment to make Swing Line Advances as a portion of its Revolving
             Loan Commitment) as set forth on Annex B (as supplemented by
             Supplemental Annex B to the Agreement) or in the most recent Assignment
             Agreement, if any, executed by such Lender and, if applicable, the
             commitment of such Lender to make Incremental Revolving Loans, which
             commitment is in the amount set forth in the applicable joinder
             agreement, or in the most recent Assignment Agreement, if any, executed
             by such Lender and (b) as to all Lenders, the aggregate commitment of
             all Lenders to make the Revolving Credit Advances (including, in the
             case of the Swing Line Lender, Swing Line Advances) or incur Letter of
             Credit Obligations, which aggregate commitment shall be FIFTY-FIVE
             MILLION DOLLARS ($55,000,000) on the Amendment No. 3 Closing Date, as
             such amount may be adjusted, if at all, from time to time in accordance
             with the Agreement."

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                      "Term Loan B Commitment means (a) as to any Lender, the
             commitment of such Lender to make its Pro Rata Share of the Term Loan B
             (as set forth on Annex B (as supplemented by Supplemental Annex B)) in
             the maximum aggregate amount set forth in Section 1.1(a) or in the most
             recent Assignment Agreement, if any, executed by such Lender and the
             commitment of such Lender to make Incremental Term Loans, which
             commitment is in the amount set forth in the applicable joinder
             agreement, or in the most recent Assignment Agreement, if any, executed
             by such Lender and (b) as to all Lenders, the aggregate commitment of
             all Lenders to make the Term Loan B. The Term Loan B Commitment with
             respect to each Term Loan B shall reduce automatically by the amount
             prepaid or repaid in respect of such Term Loan B (but solely by the
             amount of such prepayment or repayment allocable to a Lender, for
             purposes of clause (a) of this definition)."

                                        (2) Annex A of the Credit Agreement is
                                        hereby amended by replacing the phrase
                                        "Telerate Page 3750" with the phrase
                                        "Reuters Screen LIBOR01 Page" in the
                                        definition of "LIBOR Rate" therein.

                               (s) Amendment to Annex F. Annex F is hereby replaced
    with the revised Annex F attached as Annex F to this Amendment. (t) Schedules.
    Each of Schedules 3.1(a), 3.1(b), 3.10, 3.11, 3.12, 3.14, 3.16, 3.17, 3.18,
    3.19, 5. 1, and 5.2, to the Credit Agreement is hereby replaced with the
    applicable Schedule attached hereto.

                               (u) Schedule II to Exhibit 6.2(d) is hereby amended
    and restated to read in its entirety as set forth on Schedule II to Exhibit
    6.2(d) attached hereto.

                               (v) Omnibus Amendment to Credit Agreement. Each
    reference in the Credit Agreement to "Credit Party", "Credit Parties", and/or
    "Guarantors" as applicable, shall be deemed to include a reference to Delaware
    Imaging.

                      2. Limited Waiver. The Agent and the Lenders hereby waive any
    breach or violation of the Credit Agreement (and any resulting Event of Default)
    to the extent arising solely from the failure of Holdings and its Subsidiaries
    to comply with the limitation on the maximum amount of Capital Expenditures
    permitted for the Fiscal Year ending 2007 set forth in Section 6.1 of the Credit
    Agreement so long as such Capital Expenditures did not exceed $49,000,000
    ("Specified Default").

    The waiver set forth above shall be limited precisely as written and shall not
    be deemed or otherwise construed to constitute a waiver of any other Default or
    other Event of Default or any other provision of the Credit Agreement or any
    other Loan Document or to prejudice any right, power or remedy which any Agent
    or any Lender may now have or may have in the future under or in connection with
    the Credit Agreement or any other Loan Document (after giving effect to this
    Agreement), all of which rights, powers and remedies are hereby expressly
    reserved by the Agents and Lenders.

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             3. Representations and Warranties of Credit Parties. The Credit Parties
    represent and warrant that:

                      (a) the execution, delivery and performance by each Credit
             Party of this Amendment have been duly authorized by all necessary
             corporate action required on its part and this Amendment is a legal,
             valid and binding obligation of such Credit Party enforceable against
             such Credit Party in accordance with its terms except as the
             enforcement thereof may be subject to (i) the effect of any applicable
             bankruptcy, insolvency, reorganization, moratorium or similar laws
             affecting creditors' rights generally and (ii) general principles of
             equity (regardless of whether enforcement is sought in a proceeding in
             equity or at law); and

                      (b) after giving effect to this Amendment, each of the
             representations and warranties contained in the Credit Agreement is
             true and correct in all material respects on and as of the date hereof
             as if made on the date hereof, except to the extent that such
             representations and warranties expressly relate to an earlier date and
             no Default or Event of Default shall have occurred and is continuing.

             4. Conditions To Effectiveness. This Amendment shall be effective upon
    satisfaction of the following conditions precedent:

                      (a) This Amendment shall have been executed and delivered by
                      the Agent, Requisite Lenders, Supermajority Revolving Lenders
                      and the Credit Parties;

                      (b) The execution and delivery of the Amendment No. 5 to
                      Second Lien Credit Agreement, in form, substance and manner
                      satisfactory to the Agent;

                      (c) Agent shall have received each of the agreements,
                      documents, certificates, opinions or other instruments listed
                      on the closing checklist attached hereto as Exhibit A, each
                      duly executed by the parties thereto (as applicable) and each
                      in form and substance satisfactory to Agent; and

                      (d) The Agent shall have received, on behalf of each Lender
                      who has executed this Amendment, a nonrefundable amendment fee
                      equal to 0.50% of such Lender's Commitment, which fee shall be
                      fully earned and payable on the date hereof.

             5. Reference To And Effect Upon The Credit Agreement.

                      (a) The Credit Agreement and the other Loan Documents shall
             remain in full force and effect, as amended hereby, and are hereby
             ratified and confirmed.

                      (b) The execution, delivery and effectiveness of this
             Amendment shall not operate as a waiver of any right, power or remedy
             of Agent or any Lender under the Credit Agreement or any Loan Document,
             nor constitute a waiver or amendment of any provision of the Credit
             Agreement or any Loan Document, except as specifically set forth
             herein.

                                           11

            Upon the effectiveness of this Amendment, each reference in the Credit
            Agreement to "this Credit Agreement," "hereunder," "hereof," "herein" or
            words of similar import shall mean and be a reference to the Credit
            Agreement as amended hereby.

             6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
    ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

             7. Headings. Section headings in this Amendment are included herein for
    convenience of reference only and shall not constitute a part of this Amendment
    for any other purposes.

             8. Counterparts. This Amendment may be executed in any number of
    counterparts, each of which when so executed shall be deemed an original, but
    all such counterparts shall constitute one and the same instrument.

             9. Reaffirmation of Guaranties. The Credit Parties signatory hereto
    hereby reaffirm their Guaranties of the Obligations and reaffirm that the
    Obligations are and continue to be secured by the security interest granted by
    the Credit Parties in favor of the Agent, on behalf of itself and the Lenders,
    under the Security Agreement and the Pledge Agreement and all of the terms,
    conditions, provisions, agreements, requirements, promises, obligations, duties,
    covenants and representations of the Credit Parties under such documents and
    agreements entered into with respect to the obligations under the Credit
    Agreement are incorporated herein by reference and are hereby ratified and
    affirmed in all respects by the Credit Parties. Each Credit Party acknowledges
    that all references to "Credit Agreement" and "Obligations" in the Loan
    Documents shall take into account the provisions of this Amendment and be a
    reference to the "Credit Agreement" and the "Obligations" as amended hereby.

                                          * * *

                                           12

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

| RADNET MANAGEMENT, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President BEVERLY RADIOLOGY MEDICAL GROUP III By: ProNet Imaging Medical Group, Inc., its general partner By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President By: Beverly Radiology Medical Group, Inc., its general partner By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President PRONET IMAGING MEDICAL GROUP, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| BEVERLY RADIOLOGY MEDICAL GROUP, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET SUB, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President SOCAL MR SITE MANAGEMENT, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET MANAGEMENT I, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET MANAGEMENT II, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| RADNET MANAGED IMAGING SERVICES, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President DIAGNOSTIC IMAGING SERVICES, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: Chief Financial Officer RADIOLOGIX, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President ADVANCED IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President IDE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| MID ROCKLAND IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President PACIFIC IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR IMAGING, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President TREASURE COAST IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President COMMUNITY IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President VALLEY IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR DULUTH, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR LOS ALAMITOS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR VICTORVILLE, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| ROCKY MOUNTAIN OPENSCAN MRI, LLC By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President FRI, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President FRI II, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President ROLLING OAKS IMAGING CORPORATION By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President ROLLING OAKS RADIOLOGY, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President DELAWARE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| GENERAL ELECTRIC CAPITAL CORPORATION as Agent and a Lender By: /s/ Andrew D. Moore Duly Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Cratos CLO I LTD. By: Cratos CDO Management, LLC As Attorney-in-fact By: Cratos Capital Partners, LLC Its Manager By: /s/ Jill E. Snyder Name: Jill E. Snyder Title: Senior Vice President Cratos CLO II LTD. By: Cratos CDO Management, LLC As Attorney-in-fact By: Cratos Capital Partners, LLC Its Manager By: /s/ Jill E. Snyder Name: Jill E. Snyder Title: Senior Vice President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| ACA CLO 2006-2, Limited, as a Lender By: /s/Vincent Ingato Name: Vincent Ingato Title: Managing Director

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| ACA CLO 2007-1, Limited, as a Lender By: /s/Vincent Ingato Name: Vincent Ingato Title: Managing Director

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Greyrock CDO Limited By Aladdin Capital Management LLC, as Manager By: /s/Thomas E. Bancroft Name: Thomas E. Bancroft Title: Designated Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Landmark II CDO Limited By Aladdin Capital Management, LLC, as Manager By: /s/ Thomas E. Bancroft Name: Thomas E. Bancroft Title: Designated Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Landmark IX CDO Limited By Aladdin Capital Management, LLC, as Manager By: /s/ Thomas E. Bancroft Name: Thomas E. Bancroft Title: Designated Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Landmark VI CDO Limited By Aladdin Capital Management, LLC, as Manager By: /s/ Thomas E. Bancroft Name: Thomas E. Bancroft Title: Designated Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Landmark VII CDO Limited By Aladdin Capital Management, LLC, as Manager By: /s/ Thomas E. Bancroft Name: Thomas E. Bancroft Title: Designated Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| BLACK DIAMOND CLO 2006-1 (CAYMAN )Ltd. By: Black Diamond CLO 2006-1 Advisor, LLC., As its Collateral Manager By: /s/ Stephen H. Deckoff Name: Stephen H. Deckoff Title: Managing Principal

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| BLACK DIAMOND CLO 2005-2 Ltd. By: Black Diamond CLO 2005-2 Advisor, LLC., As its Collateral Manager By: /s/ Stephen H. Deckoff Name: Stephen H. Deckoff Title: Managing Principal

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| DIAMOND SPRINGS TRADING LLC, as a Lender By: /s/Tara E. Kennedy Name: Tara E. Kennedy Title: Assistance Vice President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Brencourt BD, LLC., as Lender By: /s/Michael Palmer Name: Michael Palmer Title: CFO

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Man Mac Schreckhorn 14B Ltd., as Lender By: /s/Michael Palmer Name: Michael Palmer Title: CFO

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| CIFC Funding 2006-I, Ltd CIFC Funding 2006-IB, Ltd. CIFC Funding 2006-II, Ltd. CIFC Funding 2007-I, Ltd. CIFC Funding 2007-II, Ltd., as Lender By: /s/Sean O. Dougherty Name: Sean O. Dougherty Title: General Counsel

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| PREMIER FUNDING, LTD., as a Lender By: Citigroup Global Markets Realty Corp., as Collateral Administrator By: /s/ Authorized Signatory Title: Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| ColumbusNova CLO Ltd. 2006-II as Lender By: /s/ Paul. L. Cal Name: Paul L. Cal Title: Associate Director ColumbusNova CLO Ltd. 2007-I as Lender By: /s/ Paul. L. Cal Name: Paul L. Cal Title: Associate Director ColumbusNova CLO IV Ltd. 2007-II as Lender By: /s/ Paul. L. Cal Name: Paul L. Cal Title: Associate Director

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| NAVIGATOR CDO 2005, LTD., as a Lender By: GE Asset Management Inc., as Collateral Manager By: /s/John Campos Name: John Campos Title: Authorized Signatory NAVIGATOR CDO 2006, LTD., as a Lender By: GE Asset Management Inc., as Collateral Manager By: /s/John Campos Name: John Campos Title: Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| SANDELMAN FINANCE 2006-2, LTD., as a Lender By: Sandelman Partners, LP as Collateral Manager By: /s/ Authorized signatory Title: Authorized signatory SANDELMAN FINANCE 2006-1, LTD., as a Lender By: Sandelman Partners, LP as Collateral Manager By: /s/ Authorized signatory Title: Authorized signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| ROYAL BANK OF CANADA, as a Lender By: /s/ Gordon MacArthur Name: Gordon MacArthur Title: Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Pangaea CLO 2007-1 LTD, as a Lender By: /s/Michael P. King Name: Michael P. King Title: Senior Managing Director

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Grand Central Asset Trust, BDC, Series, as aLender By: /s/Brian Schott Name: Brian Schott Title: Attorney-in-fact

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD, or an affiliate By: /s/ John P. Thacker Name: John P. Thacker Title: Chief Credit Officer

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD, or an affiliate By: /s/ John P. Thacker Name: John P. Thacker Title: Chief Credit Officer

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD, or an affiliate By: /s/ John P. Thacker Name: John P. Thacker Title: Chief Credit Officer

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VII, LTD, or an affiliate By: /s/ John P. Thacker Name: John P. Thacker Title: Chief Credit Officer

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate By: /s/ John P. Thacker Name: John P. Thacker Title: Chief Credit Officer

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VIII, LTD, or an affiliate By: /s/ John P. Thacker Name: John P. Thacker Title: Chief Credit Officer

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| SENIOR DEBT PORTFOLIO, as a Lender By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President
| EATON VANCE SENIOR INCOME TRUST, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

| EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President
| EATON VANCE CDO VII PLC, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President
| EATON VANCE CDO VIII Ltd., as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President
| EATON VANCE CDO X PLC, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| GRAYSON & CO., as a Lender By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

| EATON VANCE, as a Lender LIMITED DURATION INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

| EATON VANCE SENIOR FLOATING-RATE TRUST, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

| EATON VANCE FLOATING-RATE INCOME TRUST, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

| EATON VANCE VARIABLE LEVERAGE FUND Ltd., as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| MC Funding Ltd., as a Lender By: Monroe Capital Management, LLC As Collateral Manager By: /s/James M. Cassady Name: James M. Cassady Title: Vice President

| ORIX FINANCE CORP., as a Lender By: /s/ Christopher L. Smith Name: Christopher L. Smith Title: Authorized Representative

| Satellite Senior Income Fund II, LLC, as a Lender By: Satellite Asset Management, LP. Its Investment Manager By: /s/Matt Des Champs Name: Matt Des Champs Title: CFO & Principal

| TELOS CLO 2006-1, LTD TELOS CLO 2007-2, LTD By: Tricadia Loan Management, LLC, as Lenders By: /s/ Jonathan Tepper Name: Jonathan Tepper Title: Principal

| COLTS 2005-2, LTD., as a Lender by: Structured Asset Investors, LLC as Collateral Manager By: /s/ Thomas DeMint Name: Thomas DeMint Title: Vice President COLTS 2007-1, LTD., as a Lender by: Structured Asset Investors, LLC as Collateral Manager By: /s/ Thomas De Mint Name: Thomas DeMint Title: Vice President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

| Grand Central Asset Trust, DES Series, as a Lender By: /s/Richard Newcomb Name: Richard Newcomb Title: Attorney-in-fact

| STATION PLACE I, LTD. as a Lender By: CYRUS CAPITAL PARTNERS, L.P., as Collateral Manager By: /s/ Authorized Signatory Title: Authorized Signatory

| Clear Lake CLO, Ltd. , as a Lender By: /s/ Jeremy Johnson Name: Jeremy Johnson Title: Assistant Vice President

| Diamond Lake CLO, Ltd. , as a Lender By: /s/ Jeremy Johnson Name: Jeremy Johnson Title: Assistant Vice President

| St. James River CLO, Ltd. , as a Lender By: /s/ Jeremy Johnson Name: Jeremy Johnson Title: Assistant Vice President

| Summit Lake CLO, Ltd. , as a Lender By: /s/ Jeremy Johnson Name: Jeremy Johnson Title: Assistant Vice President

| Victoria Falls CLO, Ltd. , as a Lender By: /s/ Jeremy Johnson Name: Jeremy Johnson Title: Assistant Vice President

Signature Page to Amendment No. 5 to Credit Agreement and Limited Waiver to Credit Agreement

           AMENDMENT NO. 5 AND LIMITED WAIVER TO SECOND LIEN CREDIT AGREEMENT

                      This AMENDMENT NO. 5 AND LIMITED WAIVER TO SECOND LIEN CREDIT
    AGREEMENT (this "AMENDMENT"), dated as of February 22, 2008, by and among RADNET
    MANAGEMENT, INC., a California corporation (the "BORROWER"), the other persons
    designated as Credit Parties on the signature pages hereof, GENERAL ELECTRIC
    CAPITAL CORPORATION, a Delaware corporation, as agent ("AGENT") and the Persons
    signatory thereto from time to time as Lenders. Unless otherwise specified
    herein, capitalized terms used in this Amendment shall have the meanings
    ascribed to them in the Credit Agreement (each as hereinafter defined).

                                        RECITALS
                                        --------

             WHEREAS, the Borrower, the Credit Parties, Agent and Lenders have
    entered into that certain Second Lien Credit Agreement dated as of November 15,
    2006 (as amended by that certain (i) Limited Waiver and Amendment No. 1 to
    Second Lien Credit Agreement dated as of April 5, 2007, (ii) Amendment No. 2 to
    Second Lien Credit Agreement dated as of May 30, 2007, (iii) Amendment No. 3 to
    Second Lien Credit Agreement dated as of August 23, 2007 and (iv) Amendment No.
    4 to Second Lien Credit Agreement dated as of December 3, 2007, and as further
    amended, supplemented, restated or otherwise modified from time to time, the
    "CREDIT AGREEMENT"); and

             WHEREAS, the Borrowers, Agent and Supermajority Lenders have agreed to
    the amendments and limited waiver as set forth herein;

             NOW THEREFORE, in consideration of the mutual execution hereof and
    other good and valuable consideration, the parties hereto agree as follows:

                  1. AMENDMENTS TO CREDIT AGREEMENT.

                          (a) AMENDMENT TO SECTION 1.1. SECTION 1.1 of the Credit
    Agreement is hereby amended and restated to (i) be renumbered as SECTION 1.1(a)
    and (ii) read in its entirety as follows:

                      "(a) TERM LOAN C. Subject to the terms and conditions of this
             Agreement and in reliance upon the representations and warranties of
             Borrower and the other Credit Parties contained herein, the Term
             Lenders made a term loan to the Borrower on the Closing Date, in the
             aggregate principal amount of $135,000,000. Subject to the terms and
             conditions of this Agreement and in reliance upon the representations
             and warranties of Borrower and the other Credit Parties contained
             herein, each Term Lender agrees, severally and not jointly, to lend to

             Borrower in one draw, on the Amendment No. 5 Closing Date an amount
             such that, after giving effect to such loan, the amount of each Term
             Loan C (as defined below) held by each Term Lender shall be as set
             forth opposite such Lender's name in ANNEX B. Amounts borrowed under
             this Section 1.1 are collectively referred to as the "INITIAL TERM LOAN
             C" and together with any Incremental Term Loan (as defined below), the
             "TERM LOAN C". The outstanding principal balance of the Term Loan C
             shall be due and payable in full on the Term Loan C Maturity Date.
             Amounts borrowed under this SECTION 1.1(a) and repaid may not be
             reborrowed.

                      At the request of the applicable Lender, such Lender's Term
             Loan C shall be evidenced by promissory notes substantially in the form
             of EXHIBIT 1.1(a) (as amended, modified, extended, substituted or
             replaced from time to time, each a "TERM NOTE C" and, collectively, the
             "TERM NOTES C"), and, except as provided in SECTION 1.7, Borrower shall
             execute and deliver each Term Note C to the applicable Lender. Each
             Term Note C shall represent the obligation of Borrower to pay the
             amount of the applicable Lender's Term Loan C Commitment, together with
             interest thereon."

                          (b) AMENDMENT TO SECTION 1.1. SECTION 1.1 of the Credit
    Agreement is hereby amended by inserting the following new clause (b):

                      "(b) INCREMENTAL TERM LOANS.

                      (i) Borrower may make up to five requests for an incremental
             term loan (the "INCREMENTAL TERM LOAN"), each such request being for at
             least $5,000,000, and in an aggregate amount not to exceed $25,000,000
             for all such requests pursuant to delivery of a written request from
             the Borrower to the Agent; PROVIDED, HOWEVER that (i) no Incremental
             Term Loan shall be permitted to be made later than forty-five (45) days
             after the Amendment No. 5 Closing Date and (ii) Borrower will deposit
             into the Segregated Account the first $14,100,000 of Incremental Term
             Loans borrowed pursuant to this Section 1.1(b)(i) which amounts will be
             used in accordance with Section 3.25 hereof. Each such notice shall
             specify the date (an "INCREASE EFFECTIVE DATE") on which the Borrower
             proposes that the increased or new Term Loan C Commitments shall be
             effective, which date shall be a date not less than ten (10) Business
             Days after such request is delivered to the Agent. The increased or new
             Term Loan C Commitments shall become effective on the applicable
             Increase Effective Date as long as each of the following conditions
             have been met:

                                        (A) no Default or Event of Default has
             occurred or is continuing or would result after giving effect to such
             Incremental Term Loan;

                                        (B) the maturity date of any Incremental
             Term Loan, the weighted average life of any Incremental Term Loan, the
             effective yield to the Lenders under such Incremental Term Loan
             (including interest, fees received ratably by such Lenders and original

                                           2

             issue discount) shall be the same as the Initial Term Loan C, as
             applicable, at the time such Incremental Term Loan is funded;

                                        (C) the Borrower has provided evidence
             reasonably satisfactory to the Agent that the Borrower would have been
             in compliance with the financial covenants set forth in SECTION 6
             assuming that the Incremental Term Loan had been incurred on the last
             day of the then most recently completed Fiscal Quarter; and

                                        (D) the Agent shall have received amendments
             to this Agreement and the Loan Documents, joinder agreements for any
             new Lenders, and all other promissory notes, agreements, documents and
             instruments reasonably satisfactory to the Agent in its reasonable
             discretion evidencing and setting forth the conditions of the
             Incremental Term Loan.

                      (ii) Each Lender which (a) holds a Term Loan C on the date the
             Borrower delivers a written request to the Agent for a Incremental Term
             Loan and (b) notifies the Agent in writing within five (5) days of
             receipt of written notice from the Agent that Borrower has requested an
             Incremental Term Loan shall have the right to fund its pro rata share
             of the Incremental Term Loan based upon its share of the Term Loan C
             Commitment as of the date the Agent originally received the applicable
             notice from the Borrower. Notwithstanding anything contained herein or
             otherwise to the contrary, no Lender shall have any obligation to fund
             all or any portion of, or participate in, the Incremental Term Loan.
             Amounts of the Incremental Term Loan which are repaid may not be
             reborrowed.

                      (iii) On any Increase Effective Date on which Incremental Term
             Loans are effected, subject to the satisfaction of the foregoing terms
             and conditions, (A) each Lender with an Incremental Term Loan (each, an
             "INCREMENTAL TERM LOAN LENDER") shall make a Loan to the Borrower in an
             amount equal to the amount of the Incremental Term Loan such Lender has
             committed to fund and (B) each Incremental Term Loan Lender shall
             become a Lender hereunder with respect to the Incremental Term Loan.
             Amounts of the Incremental Term Loan repaid may not be reborrowed.

                      (iv) Each of the Borrower, Lenders and Agent acknowledges and
             agrees that an Incremental Term Loan (and related amendments and
             documents described in clause (iii) above) meeting the conditions set
             forth in this SECTION 1.1(b) shall not require the consent of any
             Lender other than those Lenders, if any, which have agreed to
             participate in the Incremental Term Loan."

                                           3

                          (c) AMENDMENT TO SECTION 1.2(a). SECTION 1.2(a) of the
    Credit Agreement is hereby amended by (i) replacing the term "6.00%" with the
    term "8.00%" and (ii) replacing the term "7.50%" with the term "9.00%" therein.

                          (d) AMENDMENT TO SECTION 1.3(a). SECTION 1.3(a) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "FEE LETTER. Borrower shall pay to GE Capital, individually,
             the Fees specified in that certain fee letter dated as of June 27, 2006
             among Borrower and GE Capital, as supplemented by that certain
             Supplemental Fee Letter dated as of the Amendment No. 5 Closing Date
             (collectively, the "GE CAPITAL FEE LETTER"), at the times specified for
             payment therein."

                          (e) AMENDMENT TO SECTION 1.3(f). SECTION 1.3(f) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "PREPAYMENT FEE. If the Borrower prepays (for any reason
             (including any mandatory prepayment or acceleration)) all or any
             portion of the Term Loan C on or prior to the third anniversary of the
             Amendment No. 5 Closing Date, Borrower shall pay to Agent, for the
             ratable benefit of Lenders, as liquidated damages and compensation for
             the costs of being prepared to make funds available hereunder, an
             amount equal to the product of (i) the Applicable Percentage multiplied
             by (ii) the aggregate principal amount of the Term Loan C being prepaid
             (the "PREPAYMENT FEE"). As used herein, the term "Applicable
             Percentage" shall mean (x) three percent (3.0%), in the case of a
             prepayment on or prior to the first anniversary of the Amendment No. 5
             Closing Date, (y) two percent (2.0%), in the case of a prepayment after
             the first anniversary of the Amendment No. 5 Closing Date but on or
             prior to the second anniversary thereof and (z) one percent (1.0%), in
             the case of a prepayment after the second anniversary of the Amendment
             No. 5 Closing Date but on or prior to the third anniversary thereof.
             The Credit Parties agree that the Prepayment Fee is a reasonable
             calculation of Lenders' lost profits in view of the difficulties and
             impracticality of determining actual damages resulting from prepayment
             of the Term Loan C."

                          (f) AMENDMENT TO SECTION 1.5(d). SECTION 1.5(d) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "PREPAYMENTS FROM ISSUANCE OF SECURITIES; SEGREGATED ACCOUNT.
             Except to the extent applied as a prepayment of the First Lien Loan
             Obligations, immediately upon the receipt by Holdings, Borrower or any
             of its Subsidiaries of the proceeds of the issuance of Stock, Borrower
             shall prepay the Term Loan C in an amount equal to fifty percent (50%)
             of such proceeds, net of underwriting discounts and commissions and
             other reasonable out-of-pocket costs associated therewith. The payments
             shall be applied in accordance with SECTION 1.5(e). Notwithstanding the

                                           4

             foregoing, the following proceeds of stock issuance shall be excluded
             from any mandatory prepayment: (i) proceeds of issuances of Stock by
             Holdings or Borrower on or prior to the Closing Date, (ii) proceeds of
             issuances of Stock of Holdings (and options and warrants for the
             issuance of Stock of Holdings) to employees and directors of Holdings,
             Borrower or Beverly and proceeds from the exercise of options and
             warrants by employees and directors and (iii) proceeds of issuances of
             Stock by any Subsidiary of Borrower to Borrower which constitutes an
             Investment permitted hereunder. Except to the extent applied as a
             prepayment of the First Lien Loan Obligations, (i) on the one hundred
             twentieth day following the Amendment No. 5 Closing Date, the Borrower
             shall prepay the Term Loan C, in accordance with SECTION 1.5(e), in an
             amount equal to 100% of the remaining funds in the Segregated Account
             which were deposited in the Segregated Account on the Amendment No. 5
             Closing Date and have not been used to pay the purchase price of the
             Strategic Initiatives and (ii) on the one hundred twentieth day
             following the date on which any additional funds are deposited into the
             Segregated Account, the Borrower shall prepay the Term Loan C, in
             accordance with SECTION 1.5(e), in an amount equal to 100% of the
             remaining funds in the Segregated Account which were deposited on such
             date and have not been used to pay the purchase price of the Strategic
             Initiatives."

                          (g) AMENDMENT TO SECTION 3.7(b). SECTION 3.7(b) of the
    Credit Agreement is hereby amended by amending and restating the first sentence
    thereof to read in its entirety as follows:

                      "Borrower shall utilize the proceeds of the Term Loan C solely
             for Strategic Initiatives approved in writing by the Agent, to repay
             the Revolving Loan (as defined in the First Lien Credit Agreement), and
             for the financing of Borrower's ordinary working capital and general
             corporate needs."

                          (h) AMENDMENT TO SECTION 3. SECTION 3 of the Credit
    Agreement is hereby amended by inserting the following new SECTION 3.25 at the
    end thereof:

             "3.25 SEGREGATED ACCOUNT. As of the Amendment No. 5 Closing Date,
             Borrower has deposited into deposit account number 112813519 at City
             National Bank $17,271,000 ("Segregated Account") which (i) funds (along
             with any additional funds deposited into the Segregated Account within
             forty-five (45) days of the Amendment No. 5 Closing Date) will be used
             solely to (A) pay for Strategic Initiatives approved in writing by the
             Agent or (B) repay Loans hereunder as required by Section 1.5(d) and
             (ii) will be subject to a Control Agreement. The Agent shall have sole
             dominion and control of the Segregated Account and shall withdraw funds
             therefrom (i) upon the written request of the Borrower, to pay for
             Strategic Initiatives approved in writing by the Agent or (ii) to repay
             Loans as required by SECTION 1.5(d) (and the Borrower hereby
             acknowledges that the Agent may, without notice to the Borrower,
             withdraw funds from the Segregated Account for the purposes set forth
             in this sentence)."

                                           5

                          (i) AMENDMENT TO SECTION 5.1(f). SECTION 5.1(f) of the
    Credit Agreement is hereby amended by replacing the amount "$20,000,000" which
    appears therein with "$25,000,000".

                          (j) AMENDMENT TO SECTION 5.6(v). SECTION 5.6(v) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "(v) the sum of all amounts payable in connection with any
             Permitted Acquisition (including the purchase price, all transaction
             costs and all Indebtedness, liabilities and Contingent Obligations
             incurred or assumed in connection therewith or otherwise reflected on a
             consolidated balance sheet of Borrower and Target) shall not exceed
             $20,000,000 and the sum of such amounts payable in connection with all
             Permitted Acquisitions shall not exceed $100,000,000, and the portion
             thereof allocable to goodwill and intangible assets for all such
             Permitted Acquisitions during the term hereof shall not exceed
             $60,000,000."

                          (k) AMENDMENT TO SECTION 6.1(a). SECTION 6.1(a) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "CAPITAL EXPENDITURE LIMITS. Holdings and its Subsidiaries on
             a consolidated basis shall not make Capital Expenditures during the
             following periods that exceed the aggregate amounts set forth opposite
             each of such periods (the "CAPEX LIMIT"):

                      PERIOD                         MAXIMUM CAPITAL EXPENDITURES
                      ------                         ----------------------------
                                                     PER PERIOD
                                                     ----------
                      Fiscal Year 2007                           $44,000,000
                      Fiscal Year 2008 and each                  $52,000,000
                      Fiscal Year thereafter

                      PROVIDED, HOWEVER, that the Capex Limit referenced above will
             be increased in any period by an amount equal to 50% of the difference
             obtained by taking the Capex Limit for the immediately prior period
             (excluding any Capex Carry Over Amounts) MINUS the actual amount of any
             Capital Expenditures expended during such prior period (the "CAPEX
             CARRY OVER AMOUNT"), and for purposes of measuring compliance herewith,
             the Capex Carry Over Amount shall be deemed to be the last amount spent
             on Capital Expenditures in that succeeding period; PROVIDED FURTHER
             that (i) the Capex Limit for Fiscal Year 2008 shall be reduced by the
             positive difference, if any, between (A) the actual amount of Capital
             Expenditures expended during Fiscal Year 2007 minus (B) the Capex Limit
             for Fiscal Year 2007 and (ii) that the Capex Carry Over Amount for any
             Fiscal Year shall not exceed $10,000,000."

                                           6

                          (l) AMENDMENT TO SECTION 6.1(c). SECTION 6.1(c) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "MINIMUM FIXED CHARGE COVERAGE RATIO. Holdings and its
             Subsidiaries shall have on a consolidated basis at the end of each
             Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio for the
             12-Fiscal Month period then ended of not less than the following.

                     1.10     for the Fiscal Quarters ending December 31, 2006,
                              2006 and March 31, 2007;
                     1.05     for the Fiscal Quarter ending June 30, 2007;
                     1.00     for each Fiscal Quarter ending after June 30, 2007
                              but on or prior to December 31, 2011; and
                     1.10     for each Fiscal Quarter ending thereafter."

                          (m) AMENDMENT TO SECTION 6.1(e). SECTION 6.1(e) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "MAXIMUM LEVERAGE RATIO. Holdings and its Subsidiaries on a
                      consolidated basis shall have, at the end of each Fiscal
                      Quarter set forth below, a Leverage Ratio as of the last day
                      of such Fiscal Quarter and for the 12-Fiscal Month period then
                      ended, of not more than the following:

                     4.60    for the Fiscal Quarters ending December 31,
                             2006 and March 31, 2007;
                     4.95    for the Fiscal Quarter ending June 30, 2007;
                     5.05    for the Fiscal Quarter ending September 30,
                             2007;
                     5.25    for the Fiscal Quarters ending December 31, 2007,
                             March 31, 2008, June 30, 2008 and September 30, 2008;
                     5.00    for the Fiscal Quarters ending December 31, 2008 and
                             March 31, 2009;
                     4.75    for the Fiscal Quarter ending June 30, 2009 and
                             September 30, 2009;
                     4.50    for the Fiscal Quarters ending December 31, 2009, March
                             31, 2010 and June 30, 2010;
                     4.25    for the Fiscal Quarters ending September 30, 2010 and
                             December 31, 2010;
                     3.50    for the Fiscal Quarters ending March 31, 2011, June
                             30, 2011, September 30, 2011 and December 31, 2011;
                     3.25    for the Fiscal Quarters ending March 31, 2012, June
                             30, 2012, September 30, 2012 and December 31, 2012;
                             and
                     3.00    for the Fiscal Quarter ending March 31, 2013 and for
                             each Fiscal Quarter ending thereafter."

                                           7

                          (n) AMENDMENT TO SECTION 6.1(f). SECTION 6.1(f) of the
    Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                      "MAXIMUM SENIOR LEVERAGE RATIO. Holdings and its Subsidiaries
                      on a consolidated basis shall have, at the end of each Fiscal
                      Quarter set forth below, a Senior Leverage Ratio as of the
                      last day of such Fiscal Quarter and for the 12-Fiscal Month
                      period then ended, of not more than the following:

                     3.05    for the Fiscal Quarter ending December 31, 2006;
                     3.10    for the Fiscal Quarter ending March 31,
                             2007;
                     3.20    for the Fiscal Quarter ending June 30, 2007;
                     3.25    for the Fiscal Quarter ending September 30, 2007;
                     3.40    for the Fiscal Quarters ending December 31, 2007, March
                             31, 2008, June 30, 2008, September 30, 2008 and
                             December 31, 2008;
                     3.25    for the Fiscal Quarters ending March 31, 2009, June 30,
                             2009, September 30, 2009 and December 31, 2009;
                     3.00    for the Fiscal Quarters ending March 31, 2010, June 30,
                             2010, September 30, 2010 and December 31, 2010;
                     2.75    for the Fiscal Quarter ending March 31, 2011 and for
                             each Fiscal Quarter ending thereafter."

                          (o) AMENDMENT TO SECTION 6.2(a)(i). SECTION 6.2(a)(i) of
    the Credit Agreement is hereby amended and restated to read in its entirety as
    follows:

                          (p) "As soon as available and in any event within
    forty-five (45) days (or if Holdings files an extension with the Securities &
    Exchange Commission, fifty (50) days; PROVIDED, that Borrower has given Agent a
    written explanation forty-five (45) days after the end of the applicable Fiscal
    Quarter of Holdings, in form and substance reasonably acceptable to Agent,
    regarding the need for such extension) after the end of each Fiscal Quarter
    (excluding the last Fiscal Quarter of Holdings' Fiscal Year), Borrower will
    deliver (1) the consolidated and consolidating balance sheets of Holdings and
    its Subsidiaries, as at the end of such quarter, and the related consolidated
    and consolidating statements of income, stockholders' equity and cash flow for
    such Fiscal Quarter and for the period from the beginning of the then current
    Fiscal Year of Holdings to the end of such Fiscal Quarter, (2) a report setting
    forth in comparative form the corresponding figures for the corresponding
    periods of the previous Fiscal Year and the corresponding figures from the most
    recent Projections for the current Fiscal Year delivered pursuant to SECTION
    6.2(h) and (3) a schedule of the outstanding Indebtedness for borrowed money of
    Holdings and its Subsidiaries describing in reasonable detail each such debt
    issue or loan outstanding and the principal amount and amount of accrued and
    unpaid interest with respect to each such debt issue or loan."

                                           8

                          (q) AMENDMENT TO SECTION 8.2(m). SECTION 8.2(m) of the
    Credit Agreement is hereby amended by adding "AND (E) AUTHORIZES AND INSTRUCTS
    THE AGENT ON ITS BEHALF TO ENTER INTO THE FIRST AMENDMENT TO INTERCREDITOR
    AGREEMENT AS SECOND LIEN AGENT (AS DEFINED THEREIN) AND ON BEHALF OF SUCH
    LENDER" after clause (D) in the first sentence thereof.

                          (r) AMENDMENT TO SECTION 9.2(b). SECTION 9.2(b) of the
    Credit Agreement is hereby amended by inserting the following sentence at the
    end thereof: "No amendment, modification, termination or waiver of or consent
    with respect to any provision of any Loan Document appropriate (as reasonably
    determined by the Agent) to evidence or implement an Incremental Term Loan,
    shall be effective unless the same shall be in writing and signed by Agent,
    Borrower, and Incremental Term Loan Lender, as applicable; PROVIDED, HOWEVER,
    that any amendment to SECTION 1.1(b) shall require the written consent of the
    Required Lenders."

                          (s) AMENDMENTS TO ANNEX A. ANNEX A of the Credit Agreement
    is hereby amended by inserting the following defined terms in their appropriate
    alphabetical order:

                                (1) "AMENDMENT NO. 5 CLOSING DATE means February 22,
                                2008."

                                (2) "DELAWARE IMAGING" means Delaware Imaging
                                Partners, Inc., a Delaware corporation.

                                (3) "FIRST AMENDMENT TO INTERCREDITOR AGREEMENT"
                                means that certain First Amendment to Intercreditor
                                Agreement, dated February 22, 2008, among the Agent,
                                the First Lien Agent and the Credit Parties.

                                (4) "INCREASE EFFECTIVE DATE" has the meaning
                                ascribed to it in SECTION 1.1(b).

                                (5) "INCREMENTAL TERM LOAN" has the meaning ascribed
                                to it in SECTION 1.1(B).

                                (6) "INCREMENTAL TERM LOAN LENDER" has the meaning
                                ascribed to it in SECTION 1.1(b).

                                (7) "SEGREGATED ACCOUNT has the meaning ascribed to
                                it in SECTION 3.25."

                                           9

                                (8) "STRATEGIC INITIATIVES means any acquisitions,
                                investments, or other initiatives taken by Borrower
                                and approved in advance in writing by the Agent."

                                (9) "NEW IMAGING CENTER" means, as of any date of
                                determination, any new imaging center which has been
                                open for business for less than (12) months.

                                (10) "NEW IMAGING CENTER EBITDA" means with respect
                                to any New Imaging Center for any period (a
                                "Measurement Period"), the product of (I) the
                                "center level profit or loss" of such New Imaging
                                Center determined in accordance with GAAP for the
                                period (the "Annualization Period") from and
                                including the date such New Imaging Center opened
                                through and including the last day of the
                                Measurement Period MULTIPLIED BY (II) a number
                                obtained by DIVIDING 365 by the number of days in
                                the Annualization Period.

                          (t) AMENDMENTS TO ANNEX A.

                                (1) ANNEX A of the Credit Agreement is hereby
                                amended by amending and restating the following
                                definitions to each read in its entirety as follows:

                       "LENDERS means GE Capital, the other Lenders named on the
             signature pages of the Agreement, and, if any such Lender shall decide
             to assign all or any portion of the Obligations, such term shall
             include any assignee of such Lender, and any other financial
             institution that becomes a party hereto by execution of a joinder
             agreement (in connection with any Incremental Term Loans or otherwise)
             and any assignee of such Lender."

                      "TERM LOAN C COMMITMENT means (a) as to any Lender, the
             commitment of such Lender to make its Pro Rata Share of the Term Loan C
             (as set forth on ANNEX B (as supplemented by SUPPLEMENTAL ANNEX B to
             the Agreement)) in the maximum aggregate amount set forth in SECTION
             1.1(a) or in the most recent Assignment Agreement, if any, executed by
             such Lender and the commitment of such Lender to make Incremental Term
             Loans, which commitment is in the amount set forth in the applicable
             joinder agreement, or in the most recent Assignment Agreement, if any,
             executed by such Lender and (b) as to all Lenders, the aggregate
             commitment of all Lenders to make the Term Loan C. The Term Loan C
             Commitment with respect to each Term Loan C shall reduce automatically
             by the amount prepaid or repaid in respect of such Term Loan C (but
             solely by the amount of such prepayment or repayment allocable to a
             Lender, for purposes of clause (a) of this definition)."

                                           10

                                (2) ANNEX A of the Credit Agreement is hereby
                                amended by replacing the phrase "Telerate Page 3750"
                                with the phrase "Reuters Screen LIBOR01 Page" in the
                                definition of "LIBOR Rate" therein.

                          (u) AMENDMENT TO ANNEX B. ANNEX B of the Credit Agreement
    is hereby supplemented with the SUPPLEMENTAL ANNEX B attached as ANNEX B to this
    Amendment.

                          (v) AMENDMENT TO ANNEX F. ANNEX F is hereby replaced with
    the revised ANNEX F attached as ANNEX F to this Amendment.

                          (w) SCHEDULES. Each of SCHEDULES 3.1(a), 3.1(b), 3.10,
    3.11, 3.12, 3.14, 3.16, 3.17, 3.18, 3.19, 5.1, and 5.2, to the Credit Agreement
    is hereby replaced with the applicable SCHEDULE attached hereto.

                          (x) EXHIBIT 6.2(d) is hereby amended and restated to read
    in its entirety as set forth on EXHIBIT 6.2(d) attached hereto.

                          (y) OMNIBUS AMENDMENT TO CREDIT AGREEMENT. Each reference
    in the Credit Agreement to "Credit Party", "Credit Parties", and/or "Guarantors"
    as applicable, shall be deemed to include a reference to Delaware Imaging.

                      2. LIMITED WAIVER. The Agent and the Lenders hereby waive any
    breach or violation of the Credit Agreement (and any resulting Event of Default)
    to the extent arising solely from the failure of Holdings and its Subsidiaries
    to comply with the limitation on the maximum amount of Capital Expenditures
    permitted for the Fiscal Year ending 2007 set forth in SECTION 6.1 of the Credit
    Agreement so long as such Capital Expenditures did not exceed $49,000,000
    ("SPECIFIED DEFAULT").

    The waiver set forth above shall be limited precisely as written and shall not
    be deemed or otherwise construed to constitute a waiver of any other Default or
    other Event of Default or any other provision of the Credit Agreement or any
    other Loan Document or to prejudice any right, power or remedy which any Agent
    or any Lender may now have or may have in the future under or in connection with
    the Credit Agreement or any other Loan Document (after giving effect to this
    Agreement), all of which rights, powers and remedies are hereby expressly
    reserved by the Agents and Lenders.

                      3. REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES. The
    Credit Parties represent and warrant that:

                          (a) the execution, delivery and performance by each Credit
             Party of this Amendment have been duly authorized by all necessary
             corporate action required on its part and this Amendment is a legal,
             valid and binding obligation of such Credit Party enforceable against
             such Credit Party in accordance with its terms except as the
             enforcement thereof may be subject to (i) the effect of any applicable
             bankruptcy, insolvency, reorganization, moratorium or similar laws
             affecting creditors' rights generally and (ii) general principles of
             equity (regardless of whether enforcement is sought in a proceeding in
             equity or at law); and

                                           11

                          (b) after giving effect to this Amendment, each of the
             representations and warranties contained in the Credit Agreement is
             true and correct in all material respects on and as of the date hereof
             as if made on the date hereof, except to the extent that such
             representations and warranties expressly relate to an earlier date and
             no Default or Event of Default shall have occurred and is continuing.

                      4. CONDITIONS TO EFFECTIVENESS. This Amendment shall be
    effective upon satisfaction of the following conditions precedent:

                         (a) This Amendment shall have been executed and delivered
                         by the Agent, Supermajority Lenders and the Credit Parties;

                         (b) The execution and delivery of the Amendment No. 5 to
                         Credit Agreement, in form, substance and manner
                         satisfactory to the Agent;

                         (c) Agent shall have received each of the agreements,
                         documents, certificates, opinions or other instruments
                         listed on the closing checklist attached hereto as EXHIBIT
                         A, each duly executed by the parties thereto (as
                         applicable) and each in form and substance satisfactory to
                         Agent; and

                         (d) The Agent shall have received, on behalf of each Lender
                         who has executed this Amendment, a nonrefundable amendment
                         fee equal to 0.50% of such Lender's Commitment, which fee
                         shall be fully earned and payable on the date hereof.

                      5. COVENANTS OF LENDERS LISTED ON SUPPLEMENTAL ANNEX B. Each
    Lender funding a Term Loan C on the Amendment No. 5 Closing Date which was not a
    Lender prior to the Amendment No. 5 Closing Date:

                          (a) appoints and authorizes the Agent to take such action
             as agent on its behalf and to exercise such powers under the Loan
             Documents as are delegated to the Agent by the terms thereof, together
             with such powers as are reasonably incidental thereto; and

                          (b) agrees that as of the Amendment No. 5 Closing Date it
             shall be a party to the Credit Agreement and it shall perform in
             accordance with their terms all obligations that, by the terms of the
             Loan Documents, are required to be performed by it as a Lender.

                      6. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

                                           12

                          (a) The Credit Agreement and the other Loan Documents
             shall remain in full force and effect, as amended hereby, and are
             hereby ratified and confirmed.

                          (b) The execution, delivery and effectiveness of this
             Amendment shall not operate as a waiver of any right, power or remedy
             of Agent or any Lender under the Credit Agreement or any Loan Document,
             nor constitute a waiver or amendment of any provision of the Credit
             Agreement or any Loan Document, except as specifically set forth
             herein. Upon the effectiveness of this Amendment, each reference in the
             Credit Agreement to "this Credit Agreement," "hereunder," "hereof,"
             "herein" or words of similar import shall mean and be a reference to
             the Credit Agreement as amended hereby.

                      7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
    CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                      8. HEADINGS. Section headings in this Amendment are included
    herein for convenience of reference only and shall not constitute a part of this
    Amendment for any other purposes.

                      9. COUNTERPARTS. This Amendment may be executed in any number
    of counterparts, each of which when so executed shall be deemed an original, but
    all such counterparts shall constitute one and the same instrument.

                      10. REAFFIRMATION OF GUARANTIES. The Credit Parties signatory
    hereto hereby reaffirm their Guaranties of the Obligations and reaffirm that the
    Obligations are and continue to be secured by the security interest granted by
    the Credit Parties in favor of the Agent, on behalf of itself and the Lenders,
    under the Security Agreement and the Pledge Agreement and all of the terms,
    conditions, provisions, agreements, requirements, promises, obligations, duties,
    covenants and representations of the Credit Parties under such documents and
    agreements entered into with respect to the obligations under the Credit
    Agreement are incorporated herein by reference and are hereby ratified and
    affirmed in all respects by the Credit Parties. Each Credit Party acknowledges
    that all references to "Credit Agreement" and "Obligations" in the Loan
    Documents shall take into account the provisions of this Amendment and be a
    reference to the "Credit Agreement" and the "Obligations" as amended hereby.

                                          * * *

                                           13

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

| RADNET MANAGEMENT, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President BEVERLY RADIOLOGY MEDICAL GROUP III By: ProNet Imaging Medical Group, Inc., its general partner By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President By: Beverly Radiology Medical Group, Inc., its general partner By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President PRONET IMAGING MEDICAL GROUP, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| BEVERLY RADIOLOGY MEDICAL GROUP, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET SUB, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President SO CAL MR SITE MANAGEMENT, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET MANAGEMENT I, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President RADNET MANAGEMENT II, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| RADNET MANAGED IMAGING SERVICES, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President DIAGNOSTIC IMAGING SERVICES, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: Chief Financial Officer RADIOLOGIX, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President ADVANCED IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President IDE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| MID ROCKLAND IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President PACIFIC IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR IMAGING, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President TREASURE COAST IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President COMMUNITY IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President VALLEY IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR DULUTH, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR LOS ALAMITOS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President QUESTAR VICTORVILLE, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| ROCY MOUNTAIN OPENSCAN MRI, LLC By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President FRI, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President FRI II, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President ROLLING OAKS IMAGING CORPORATION By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President ROLLING OAKS RADIOLOGY, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President DELAWARE IMAGING PARTNERS, INC. By: /s/ Howard G. Berger Name: Howard G. Berger, M.D. Title: President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| GENERAL ELECTRIC CAPITAL CORPORATION as Agent and a Lender By: /s/ Andrew D. Moore Duly Authorized Signatory

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| Brencourt BD, LLC., as Lender By: /s/Michael Palmer Name: Michael Palmer Title: CFO

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| Man Mac Schreckhorn 14B Ltd., as Lender By: /s/ Michael Palmer Name: Michael Palmer Title: CFO

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| CIFC Funding 2006-I, Ltd as Lender By: /s/Sean O. Dougherty Name: Sean O. Dougherty Title: General Counsel

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| PREMIER FUNDING, LTD., as a Lender By: Citigroup Global Markets Realty Corp., as Collateral Administrator By: /s/ authorized signatory Name: Authorized Signatory

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| EATON VANCE SENIOR INCOME TRUST, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| EATON VANCE CDO VII PLC, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| EATON VANCE CDO VIII Ltd., as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| EATON VANCE CDO X PLC, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| EATON VANCE FLOATING-RATE INCOME TRUST, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| EATON VANCE CREDIT OPPORTUNITIES FUND, as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof Name: Michael B. Botthof Title: Vice President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| Crystal Capital Fund, Ltd., as a Lender As duly authorized: Crystal Capital Fund Management, L.P. By: Crystal Capital Fund GP, LLC, its General Partner By: /s/Steven A. Migiliero Name: Steven A. Migiliero Title: Executive Managing Director

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| Crystal Capital Offshore Warehouse Ltd. As duly authorized Crystal Capital Fund Management, L.P., as designated manager By: Crystal Capital Fund GP, LLC, its General Partner, as a Lender By: /s/ Steven A. Migiliero Name: Steven A. Migiliero Title: Executive Managing Director

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| KROLL CATALYST PARTNERS, LLC, as a Lender By: /s/ George N. Skegas Name: George N. Skegas Title: Managing Director

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| TELOS CLO 2007-2, LTD, as a Lender By: /s/ Jonathan Tepper Name: Jonathan Tepper Title: Principal

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| S.A.C. Domestic Investments, as a Lender By: S.A.C. Capital Advisors, LLC, its General Partner By: /s/Peter Nussbaum Name: Peter Nusbaum Title: Authorized Signatory

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| S.A.C. Offshore Capital Funding, Ltd., as Lender By: /s/ Derrie Boggess Name: Derrie Boggess Title: Director

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| Grand Central Asset Trust, DES Series, as a Lender By: /s/ Richard Newcomb Name: Richard Newcomb Title: Attorney-in-fact

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| Canadian Imperial Bank of Commerce, as a Lender By: /s/ John O’Dowd Name: John O’Dowd Title: Authorized Signatory

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| TRS VENOR LLC By: Deutsche Bank AG Cayman Islands Branch, its sole Member By: DB Services New Jersey, Inc. By: /s/Angeline Quintana Name: Angeline Quintana Title: Assistant Vice President By: /s/ Alice L. Wagner Name: Alice L. Wagner Title: Vice President

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| Stichting Pensioenfonds Hoogovens, as a Lender By: DDJ Capital Management, LLC, on behalf of Stichting Pensioenfonds Hoogovens, in its capacity as Manager By: /s/ David L. Goolgasian, Jr. Name: David L. Goolgasian, Jr. Title: Authorized Signatory By: /s/Anthony M. Ranaldi Name: Anthony M. Ranaldi Title: Authorized Signatory Stichting Bewaarder Interpolis Pensioenen Global High Yield Pool, as a Lender By: Syntrus Achmea Asset Management, as asset manager By: DDJ Capital Management, LLC, as subadvisor By: /s/ David L. Goolgasian, Jr. Name: David L. Goolgasian, Jr. Title: Authorized Signatory By: /s/Anthony M. Ranaldi Name: Anthony M. Ranaldi Title: Authorized Signatory

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| GMAM Investment Funds Trust II, for the account of the Promark Alternative High YieldB ond Fund, as a Lender By: DDJ Capital Management, LLC, on behalf of GMAM Investment Funds Trust II, for the account of the Promark Alternative High Yield Bond Fund, in its capacity as investment manager By: /s/ David L. Goolgasian, Jr. Name: David L. Goolgasian, Jr. Title: Authorized Signatory By: /s/Anthony M. Ranaldi Name: Anthony M. Ranaldi Title: Authorized Signatory GMAM Investment Funds Trust, as a Lender By: DDJ Capital Management, LLC, on behalf of GMAM Investment Funds Trust, in its capacity as investment manager By: /s/ David L. Goolgasian, Jr. Name: David L. Goolgasian, Jr. Title: Authorized Signatory By: /s/Anthony M. Ranaldi Name: Anthony M. Ranaldi Title: Authorized Signatory

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

| DDJ/Ontario OS Investment Sub I, Ltd (f/k/a DDJ/Ontario OS Investment Sub 2006 Ltd., as a Lender By: DDJ Capital Management, LLC, in its capacity as investment manager By: /s/ David L. Goolgasian, Jr. Name: David L. Goolgasian, Jr. Title: Authorized Signatory By: /s/Anthony M. Ranaldi Name: Anthony M. Ranaldi Title: Authorized Signatory DDJ Total Return Loan Fund, L.P., as a Lender By: GP Total Return, LP, its General Partner GP Total Return, LLC, its General Partner DDJ Capital Management, LLC, Manager By: /s/ David L. Goolgasian, Jr. Name: David L. Goolgasian, Jr. Title: Authorized Signatory By: /s/Anthony M. Ranaldi Name: Anthony M. Ranaldi Title: Authorized Signatory

Signature Page to Amendment No. 5 to Second Lien Credit Agreement and Limited Waiver to Second Lien Credit Agrement

ANNEX F
COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE
RADNET MANAGEMENT, INC.
Dated as of: [Insert Date of Most Recent Financial Statements]
This Certificate is given by Radnet Management, Inc. (“Borrower”) pursuant to Section 6.2(o) of that certain Credit Agreement dated as of ____________, ______ among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and General Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.
The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:
(a) the financial statements delivered with this Certificate in accordance with Section 6.2(a) and/or 4.7(a) of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Holdings and its Subsidiaries as of the dates of such financial statements;
(b) I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Credit Parties during the accounting period covered by such financial statements;
(c) such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth on Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrower has taken, is taking and proposes to take with respect thereto;
(d) except as set forth on Schedule 1 hereto, Borrower is in compliance with the covenants contained in Sections 5.1, 5.3, 5.4, 5.5, 5.6(v), 5.7 and 5.8 and Section 6 of the Credit Agreement, as demonstrated on Schedule 1 hereto [NOTE TO BORROWER: THE PORTION OF SCHEDULE 1 PERTAINING TO FINANCIAL COVENANTS IS ONLY REQUIRED TO BE COMPLETED AS OF THE END OF EACH FISCAL QUARTER];
(e) Excess Cash Flow, as demonstrated by the calculation on Schedule 2 hereto, for the Fiscal Year ending ______________ equals $______________ . [NOTE TO BORROWER: THIS CLAUSE IS ONLY REQUIRED TO BE COMPLETED IN CONNECTION WITH THE DELIVERY OF AUDITED FINANCIAL STATEMENTS PURSUANT TO SECTION 6.2(B) OF THE CREDIT AGREEMENT];
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(f) except as set forth on Schedule 3 hereto, subsequent to the date of the most recent Certificate submitted by Borrower pursuant to Section 6.2(o) of the Credit Agreement, no Credit Party has (i) changed its name as it appears in official filings in the jurisdiction of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction of organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any other Person; and
(g) except as set forth on Schedule 4 hereto, subsequent to the date of the most recent Certificate submitted by Borrower pursuant to Section 6.2(o) of the Credit Agreement, there has been no event which would alter any of the disclosures set forth on Schedule 3.1(b) of the Credit Agreement.
IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed by its _______________ this _______ day of ________________.

| RADNET MANAGEMENT, INC. |
Date | By |  |
| Its |  |

-2-

SCHEDULE 1
Annex F
ALL AMOUNTS IN ANNEX F ARE WITHOUT DUPLICATION AND, UNLESS OTHERWISE INDICATED, ARE CALCULATED FOR HOLDINGS AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS
INDEBTEDNESS
(Section 5.1)

Intercompany Indebtedness among Borrower and its Subsidiaries: |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |
Indebtedness secured by purchase money Liens or incurred with respect to Capital Leases: |  |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |
Unsecured subordinated Indebtedness: |  |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |

-3-

INVESTMENTS
(Section 5.3)

Loans and advances to employees for moving, traveling and other similar expenses in the ordinary course of business: |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |
Capital contributions to wholly-owned domestic Subsidiaries: |  |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |

-4-

CONTINGENT OBLIGATIONS
(Section 5.4)

Contingent Obligations incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations: |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |
Other Contingent Obligations not otherwise permitted in Sections 5.4(a) through (h): |  |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |

-5-

RESTRICTED JUNIOR PAYMENTS
(Section 5.5)

Actual (current Fiscal Year) |  | $ |  |
Current (current Fiscal Year) |  | $ |  |
In Compliance |  | Yes/No |
Actual (term of Credit Agreement) |  | $ |  |
Permitted (term of Credit Agreement) |  | $ |  |
In Compliance |  | Yes/No |

-6-

PERMITTED ACQUISITIONS
(Section 5.6(v))
Describe any Permitted Acquisitions made during the period:

Amounts payable in connection with any Permitted Acquisition (including the purchase price, all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of Borrower or Target) | $ |
In Compliance |  | Yes/No
Aggregate sum of all amounts payable in connection with all Permitted Acquisitions | $ |
Permitted amounts payable in connection with all Permitted Acquisitions | $ |
In Compliance |  | Yes/No

-7-

DISPOSAL OF ASSETS
(Section 5.7)
Describe any Asset Dispositions made during the period (list each transaction by market value of assets sold):

Permitted Asset Dispositions in a single transaction or series of related transactions (asset market value) | $ |
In Compliance |  | Yes/No
Aggregate market value of Asset Dispositions in Fiscal Year | $ |
Permitted aggregate market value of Asset Dispositions in Fiscal Year | $ |
In Compliance |  | Yes/No

-8-

TRANSACTIONS WITH AFFILIATES
(Section 5.8)

Directors fees paid in current Fiscal Year: |  |  |
| Actual in the aggregate |  | $ |  |
| Permitted in the aggregate |  | $ |  |
| In Compliance |  | Yes/No |

-9-

CAPITAL EXPENDITURE LIMIT
(Section 6.1(a))

Capital Expenditures are defined as follows: |  |  |
All expenditures (by the expenditure of cash or (without duplication) the incurrence of Indebtedness) during the measuring period for any fixed asset or improvements or for replacements, substitutions or additions thereto that have a useful life of more than one year and that are required to be capitalized under GAAP |  | $ |  |
Plus: deposits made during the measuring period in connection with fixed assets; less deposits of a prior period included above |  | $ |  |
Less: Net Proceeds of Asset Dispositions which Borrower is permitted to reinvest under Section 1.5(c) of the Credit Agreement and are included in the expenditures above. |  |  |  |
Capital Expenditures |  | $ |  |
Permitted Capital Expenditures |  | $ |  |
In Compliance |  | Yes/No |

-10-

MINIMUM FIXED CHARGE COVERAGE RATIO
(Section 6.1(c))

EBITDA (calculated in Section 6.1(b) of this Annex) |  | $ |  |
Less: any provision for income taxes (whether paid or payable in cash) |  |  |  |
Capital Expenditures (calculated in Section 6.1(a) of this Annex), other than the portion thereof funded by third party financing |  |  |  |
Operating Cash Flow |  | $ |  |
Fixed Charge Coverage Ratio is defined as follows: |  |  |  |
Interest expense (whether cash or non-cash) deducted in the determination of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized |  | $ |  |
Less: Amortization of capitalized fees and expenses incurred with respect to the Related Transactions included in interest expense above |  |  |  |
Amortization of any original discount attributable to any Funded Debt or warrants included in interest expense above |  |  |  |
Interest paid in kind and included in interest expense above |  |  |  |
Imputed interest or other non-cash interest related to swap or other interest rate agreements |  |  |  |
Interest Expense* |  | $ |  |
Plus: Scheduled payments of principal with respect to all Indebtedness** |  |  |  |
Fixed Charges |  | $ |  |
Fixed Charge Coverage Ratio (Operating Cash Flow from above, divided by Fixed Charges) |  |  |  |

* During the period from the Closing Date through the Fiscal Quarter ended September 30, 2008, cash Interest Expense shall be calculated for the period commencing on the Closing Date and ending on the date most recently ended for which a Compliance Certificate is delivered to Agent divided by the number of days in such period and multiplied by 360 days. Thereafter, cash Interest Expense shall be calculated for the twelve (12) month period ending on the date most recently ended for which a Compliance Certificate is delivered to Agent.
** For calculations as of September 30, 2007, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amount of such payments for the fiscal quarter ended September 30, 2007 multiplied by 4.0. For calculations as of December 31, 2007, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amount of such payments for the fiscal quarters ended September 30, 2007 and December 31, 2007 multiplied by 2.0. For calculations of as March 31, 2008, scheduled payments of principal with respect to all Indebtedness will be deemed to be the actual amounts of such payments for the fiscal quarters ended September 30, 2007, December 31, 2007 and March 31, 2008 multiplied by 1.33 or one and one-third.
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MAXIMUM LEVERAGE RATIO
(Section 6.1(e))

Leverage Ratio is defined as follows: |  |  |
(1) Funded Debt as of the date of determination, including Letter of Credit Obligations (other than the Revolving Loans) |  | $ |  |
(2) Average Daily Balance of the Revolving Loans during the applicable measuring period |  |  |  |
Adjusted Funded Debt ((1) plus (2)) |  |  |  |
Leverage Ratio (Adjusted Funded Debt divided by EBITDA*) |  |  |  |
Required Leverage Ratio |  |  |  |
In Compliance |  | Yes/No |

-12-

MAXIMUM SENIOR LEVERAGE RATIO
(Section 6.1(f))

Senior Leverage Ratio is defined as follows: |  |  |
(1) Funded Debt as of the date of determination, including Letter of Credit Obligations (other than the Revolving Loans) |  | $ |  |
(2) Average Daily Balance of the Revolving Loans during the applicable measuring period |  |  |  |
Adjusted Funded Debt ((1) plus (2)) |  |  |  |
Less: Indebtedness outstanding under the Second Lien Credit Agreement as of the date of determination |  |  |  |
Less: Other Subordinated Debt as of the date of determination |  |  |  |
Senior Debt |  |  |  |
Senior Leverage Ratio (Senior Debt divided by EBITDA) |  |  |  |
Required Senior Leverage Ratio |  |  |  |
In Compliance |  | Yes/No |

-13-

CONDITIONS OR EVENTS WHICH CONSTITUTE A DEFAULT OR
EVENT OF DEFAULT
[If any condition or event exists that constitutes a Default or Event of Default, specify nature and period of existence and what action Borrower has taken, is taking or proposes to take with respect thereto; if no condition or event exists, state “None.”]
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SCHEDULE 2
Annex F
EXCESS CASH FLOW
(Section 1.5)
(Section 6.1(f))

Excess Cash Flow is calculated for Holdings and its Subsidiaries, and is defined as follows: |  |  |
EBITDA (calculated in Schedule II to Exhibit 6.2(d)) |  | $ |  |
Plus: | decreases in Working Capital during the Fiscal Year* |  |  |  |
| extraordinary gains which are cash items not included in the calculation of EBITDA |  |  |  |
Less: | Capital Expenditures (calculated in Section 6.1(a) of this Annex) (excluding the financed portion thereof and excluding any Capital Expenditures in such Fiscal Year to the extent in excess of the Capex Limit) |  |  |  |
| Amortization of capitalized fees and expenses incurred with respect to the Related Transactions included in interest expense above |  |  |  |
| Interest paid in kind and included in interest expense above |  |  |  |
| Imputed interest or other non-cash interest related to swap or other interest rate agreements |  |  |  |
| scheduled principal payments paid or payable in respect of Funded Debt |  |  |  |
| income taxes paid in cash |  |  |  |
| increases in Working Capital during the Fiscal Year* |  |  |  |
| losses which are cash items not included in the calculation of EBITDA |  |  |  |
| aggregate amounts of all voluntary prepayments of Term Loan B |  |  |  |
| amounts paid in cash for Permitted Acquisitions |  |  |  |
Subtotal |  | $ |  |
Required Prepayment Percentage |  |  | 75% |
Excess Cash Flow |  | $ |  |

* Working Capital means Current Assets minus Current Liabilities.
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SCHEDULE 3
Annex F
ORGANIZATION/LOCATION CHANGES
[If any Credit Party has (i) changed its name as it appears in official filings in the state of its organization, (ii) changed its chief executive office, principal place of business, corporate offices, warehouses or locations at which Collateral is held or stored, or the location of its records concerning Collateral, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued by its jurisdiction or organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary or entered into any partnership or joint venture with any Person, such change shall be specified below; if no such change has been made, state “None.”]
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SCHEDULE 4
Annex F
CAPITALIZATION CHANGES
[If with respect to any Credit Party there has been a change in authorized Stock, issued and outstanding Stock or the identity of the holders of any Stock, or if with respect to any Credit Party there has been a change pertaining to preemptive rights or any other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition of any Stock, such change shall be set forth below; if no such change has occurred, state “None.”]
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SCHEDULE II
EXHIBIT 6.2(d)
EBITDA
Consolidated Net Income is defined as follows:

Net income during the measuring period on a consolidated basis excluding: |  | $ |  |
| the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Holdings or any of Holdings’ Subsidiaries |  |  |  |
| the income (or deficit) of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions |  |  |  |
| the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary |  |  |  |
| any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period |  |  |  |
| any net gain attributable to the write-up of any asset |  |  |  |
| any loss attributable to the write-down of any asset (other than Accounts and Inventory) |  |  |  |
| any net gain from the collection of the proceeds of life insurance policies |  |  |  |
| any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries |  |  |  |
| any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary |  |  |  |
| Consolidated Net Income |  | $ |  |

-18-

EBITDA is defined as follows: |  | $ |  |
Consolidated Net Income (from above) |  | $ |  |
Less: (in each case to the extent included in the calculation of Consolidated Net Income, but without duplication): |  |  |  |
| income tax credits |  |  |  |
| interest income |  |  |  |
| gain from extraordinary items |  |  |  |
| any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory |  |  |  |
| any other non-cash gains |  |  |  |
| expenditures related to the Related Transactions and not reflected on the Pro Forma or the footnotes thereto |  |  |  |
| non-recurring gains |  |  |  |
| the aggregate “center level profit or loss” (determined in accordance with GAAP) for all imaging centers which are, as of the last day of the applicable period, New Imaging Centers |  |  |  |
Plus: | (in each case to the extent deducted in the calculation of Consolidated Net Income, but without duplication): |  |  |  |
| any provision for income taxes |  |  |  |
| Interest expense (whether cash or non-cash) deducted in the determination of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized |  |  |  |
| depreciation and amortization |  |  |  |

-19-

| amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) |  |  |  |
| any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock |  |  |  |
| loss from extraordinary items |  |  |  |
| any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory |  |  |  |
| any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) |  |  |  |
| expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto |  |  |  |
| employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Radiologix Merger Agreement for all periods ending on or after the Closing Date |  |  |  |
| Other agreed to adjustments1 |  |  |  |
| New Imaging Center EBITDA for all imaging centers which are, as of the last day of the applicable period, New Imaging Centers |  |  |  |

1 Other agreed adjustments to include EBITDA related to operating leases to the extent such leases have been converted to capital leases as of the end of the applicable measuring period.
-20-

Plus: | Pro Forma Cost Savings2 and other pro-forma cost savings relating to Permitted Acquisitions in an amount not to exceed $4,000,000 for any individual Permitted Acquisition or Strategic Initiatives (that do not constitute Permitted Acquisitions) in a cumulative amount not to exceed $6,000,000 after the Amendment No. 5 Closing Date, to the extent the addition to EBITDA of such cost savings is approved by the Agent |  |  |  |
EBITDA3 |  |  | $ |  |
| pre-opening costs which consist of payroll, supplies and other direct expenses incurred in connection with opening new imaging centers which are expensed as incurred during the applicable period, all as based upon a calculation in good faith by the Borrower as set forth in a certificate from the Chief Financial Officer (or other similar officer) of the Borrower delivered to the Agent and in a cumulative amount not to exceed $2,500,000 for all new imaging centers. |  |  |  |

2 With respect to each trailing twelve month period ending on the Fiscal Quarter specified on Exhibit A attached hereto, Pro Forma Cost Savings shall be deemed to be the amount set forth opposite such Fiscal Quarter on Exhibit A.
3 EBITDA for entities acquired in a Permitted Acquisition or EBITDA relating to new joint ventures or management arrangements shall be included to the extent that such EBITDA has been approved by Agent in its reasonable discretion (it being agreed that to the extent not already included in EBITDA of Holdings and its Subsidiaries, EBITDA of Radiologix and its Subsidiaries for the Fiscal Months set forth on Exhibit B attached hereto shall be deemed to be the amount set forth opposite such Fiscal Month on Exhibit B). In addition, to the extent that each of Community Imaging and Advanced Imaging (the “Converting Entities”) converts from analog to digital mammography on or prior to March 31, 2008, the EBITDA of Holdings and its Subsidiaries for each of the Fiscal Quarters to end on or about March 31, 2008, December 31, 2007, September 30, 2007 and June 30, 2007 shall be deemed increased by $1,400,000; provided, however, that if the actual volume or reimbursement rates relating to digital mammographies performed by the Converting Entities for any Fiscal Quarter to end on or after June 30, 2008, is less than the prior year same period historical volume or reimbursement rates relating to digital mammographies performed by the Converting Entities, then the $1,400,000 amount set forth above may be adjusted by the Agent in its discretion.
-21-

EXHIBIT A

PRO FORMA COST SAVINGS

Fiscal Month | Adjustment |
December, 2006 | $10,975,410.00 |
January, 2007 | $10,929,679.10 |
February, 2007 | $10,838,217.40 |
March, 2007 | $10,701,024.80 |
April, 2007 | $10,518,101.30 |
May, 2007 | $10,280,300.70 |
June, 2007 | $9,978,476.90 |
July, 2007 | $9,603,483.80 |
August, 2007 | $9,137,028.80 |
September, 2007 | $8,569,966.00 |
October, 2007 | $7,893,149.00 |
November, 2007 | $7,097,431.80 |
December, 2007 | $6,301,714.60 |
January, 2008 | $5,432,828.00 |
February, 2008 | $4,609,672.20 |
March, 2008 | $3,832,247.30 |
April, 2008 | $3,100,553.30 |
May, 2008 | $2,423,736.40 |
June, 2008 | $1,810,942.70 |
July, 2008 | $1,271,318.30 |
August, 2008 | $823,155.80 |
September, 2008 | $475,601.10 |
October, 2008 | $237,800.60 |
November, 2008 | $118,900.30 |

-22-

EXHIBIT B

EBITDA OF RADIOLOGIX AND ITS SUBSIDIARIES

Fiscal Month | EBITDA
September, 2005 | $3,939,000.00
October, 2005 | $3,796,000.00
November, 2005 | $2,545,000.00
December, 2005 | $4,386,000.00
January, 2006 | $3,430,000.00
February, 2006 | $3,048,000.00
March, 2006 | $5,435,000.00
April, 2006 | $2,564,000.00
May, 2006 | $3,449,000.00
June, 2006 | $5,059,000.00
July, 2006 | $3,028,000.00
August, 2006 | $4,048,000.00
September, 2006 | $4,449,000.00

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SCHEDULE 3.1 (a)
JURISDICTIONS OF ORGANIZATION AND QUALIFICATION

Credit Party | Jurisdiction of Organization | Jurisdiction of Organization
RadNet, Inc. | New York | California
Diagnostic Imaging Services, Inc. | Delaware | California
Radnet Management, Inc. | California | California
Beverly Radiology Medical Group, Inc. | California | California
Pronet Imaging Medical Group, Inc. | California | California
Radnet Sub, Inc. | California | California
SoCal MR Site Management, Inc. | California | California
Radnet Management I, Inc. | California | California
Radnet Management II, Inc. | California | California
Radnet Managed Imaging Services, Inc. | California | California
Beverly Radiology Medical Group, III FRI, Inc. | California | California
FRI II, Inc. | California | California
Rolling Oaks Radiology, Inc. | California | California
Rolling Oaks Imaging Corporation | California | California
Radiologix, Inc. | Delaware | Delaware, California, Florida, Kansas, Pennsylvania, Texas
Advanced Imaging Partners, Inc. | Delaware | Delaware, Maryland
Ide Imaging Partners, Inc. | Delaware | Delaware, New York
Mid Rockland Imaging Partners, Inc. | Delaware | Delaware, New York
Pacific Imaging Partners, Inc. | California | California
Questar Imaging, Inc. | Florida | Florida, Colorado
Treasure Coast Imaging Partners, Inc. | Delaware | Delaware, Florida
Community Imaging Partners, Inc. | Delaware | Delaware, Maryland
Radiology and Nuclear Medicine Imaging Partners, Inc. | Delaware | Delaware, Kansas
Valley Imaging Partners, Inc. | California | California
Questar Duluth, Inc. | Florida | Florida, Minnesota
Questar Los Alamitos, Inc. | Florida | Florida, California
Questar Victorville, Inc. | Florida | Florida, California
Delaware Imaging Partners, Inc. | Delaware | Delaware

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SCHEDULE 3.1 (b)

Name |  | Authorized | Issued | Holder
RadNet, Inc. |  | Common Stock | 34,789,558 | Publicly Held
("Holdings") |  | $.0001 par value |  |
|  | 200,000,000 shares |  |
|  | Preferred Stock |  |
|  | $.0001 par value |  |
|  | 30,000,000 shares | 0 | N/A
Radnet Management, Inc. |  | Common Stock | 1,000 | Holdings (100%)
("Radnet") |  | 10,000 shares |  |
Beverly Radiology Medical Group, Inc. |  | 100,000 | 10,000 | Dr. Berger (90%)
|  |  |  | Dr. Crues (10%)
Pronet Imaging Medical Group, Inc. |  | 100,000 | 10,000 | Dr. Berger (90%)
|  |  |  | Dr. Crues (10%)
Diagnostic Imaging Services, Inc. |  | Common Stock | 5,732 | Radnet (100%)
|  | $.0001 par value |  |
|  | 10,000 shares |  |
Radnet Sub, Inc. |  | 100,000 shares | 1,000 | Radnet (100%)
SoCal MR Site Management, Inc. |  | Common Stock | 10,000 | Radnet (100%)
|  | $.01 par value |  |
|  | 5,000,000 shares |  |
Radnet Management I, Inc. |  | 1,000,000 | 10,000 | Radnet (100%)
Radnet Management II, Inc. |  | 1,000,000 | 10,000 | Radnet (100%)
Radnet Managed Imaging Services, Inc. 100,000 |  | 100,000 | 1,000 | Radnet (100%)
FIRI, Inc. |  | 100,000 | 10,000 | Radnet (100%)
FRI II, Inc. |  | 100,000 | 10,000 | Radnet (100%)
Rolling Oaks Imaging Corporation |  | 10,000 | 9,000 | Radnet (100%)
Rolling Oaks Radiology, Inc. |  | 20,000 | 12,996 | Radnet (100%)

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SCHEDULE 3.1(b)
(continued)

Name | Authorized | Issued | Holder
Radiologix, Inc. | Common Stock | 100 | Radnet (100%)
| $.0001 par value |  |
| 3,000 shares |  |
Advanced Imaging Partners, Inc. | Common Stock | 100 | Radiologix (100%)
| $0.001 par value |  |
| 1,000 shares |  |
Ide Imaging Partners, Inc. | Common Stock | 100 | Radiologix (100%)
| $0.001 par value |  |
| 1,000 shares |  |
Mid Rockland Imaging Partners, Inc. | Common Stock | 100 | Radiologix (100%)
| $0.001 par value |  |
| 1,000 shares |  |
Pacific Imaging Partners, Inc. | Common Stock | 100 | Radiologix (100%)
| No par value |  |
| 1,000 shares |  |
Questar Imaging, Inc. | Common Stock | 3,000 | Radiologix (100%)
| $1.00 par value |  |
| 7,000 shares |  |
Treasure Coast Imaging Partners, Inc. | Common Stock | 100 | Radiologix (100%)
| $0.001 par value |  |
| 1,000 shares |  |
Community Imaging Partners, Inc. | Common Stock | 100 | Radiologix (100%)
| $0.001 par value |  |
| 1,000 shares |  |
Radiology and Nuclear Medicine | Common Stock | 100 | Radiologix (100%)
Imaging Partners, Inc. | $0,001 par value |  |
| 1,000 shares |  |
Valley Imaging Partners, Inc. | Common Stock | 100 | Radiologix (100%)
| No par value |  |
| 1,000 shares |  |

-26-

SCHEDULE 3.1(b)
(continued)

Name | Authorized | Issued | Holder
Questar Duluth, Inc. | Common Stock $1.00 par value 1,000 shares | 100 | Questar Imaging(100%)
Questar Los Alamitos, Inc. | Common Stock $1.00 par value 1,000 shares | 100 | Questar Imaging (100%)
Questar Victorville, Inc. | Common Stock $1.00 par value 1,000 shares | 100 | Questar Imaging (100%)
Rocky Mountain OpenScan MRI, LLC (inactive) | Membership interests | 100 | Questar Imaging(100%)
Delaware Imaging Partners, Inc. | 100,000 shares $.0001 par value | 100 | Radnet (100%)

There are no subscriptions, options, warrants or calls relating to any shares of Holdings or any Credit Parties' capital stock, including any right of conversion or exchange under any outstanding security or other instrument except as to Holdings; Options issued to employees to purchase common shares (202,750) and Warrants issued to employees and some business entities related to Holdings (3,753,667) for an aggregate of 3,956,417.
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SCHEDULE 3.11
INVESTIGATIONS AND AUDITS
NONE
-28-

SCHEDULE 3.12
Employment Agreement with Howard G. Berger, MD
dated June 12, 1992 and amended January 30, 2004
Employment Agreement with Norman R. Hames
dated May 1, 2001 and amended January 30, 2004
Retention Agreement with Stephen M. Forthuber
Employment Agreement with Mark D. Stolper
dated July 30, 2004
-29-

SCHEDULE 3.14
REAL ESTATE
(see attached document)
-30-

SCHEDULE 3.16
ERISA
401(k) Non Contributory Plan
-31-

SCHEDULE 3.17
DEPOSIT AND DISBURSEMENT ACCOUNTS
City National Bank
400 N. Roxbury Dr.
Beverly Hills, CA 90210
310-282-2994

| Account's |
Radnet Management, Inc. | 001-477951 | Operations
Radnet Management, Inc. | 001-477935 | Money Market
Radnet Management, Inc. | 001-493132 | Payroll
Beverly Radiology Medical Group | 101-437701 | Payroll
Beverly Radiology Medical Group | 112-561064 | Government Non-
Beverly Radiology Medical Group | 112-561072 | Government -
Beverly Radiology Medical Group — NorCal | 112-718281 | Government Non-
Beverly Radiology Medical Group — NorCal | 112-718303 | Government
Beverly Radiology Medical Group — NorCal | 112-773258 | Government
Diagnostic Imaging Services, Inc. | 001-245252 | Payroll
RadNet, Inc. | 001-010212 | Operations
Rolling Oaks Imaging Center | 052-080207 | Operations
Radnet Management | 101-182673 | Refund Account
Radnet Management, Inc. | 112-813519 | Restricted Cash

See attached document for listing of Radiologix, Inc. accounts.
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SCHEDULE 3.18
AGREEMENTS AND OTHER DOCUMENTS
Fuji Film Medical Imaging Film Agreement
dated as of May 1, 2007 by and between RadNet, Inc. and Fuji Film Medical Systems U.S.A., Inc.
Amended and Restated Management and Services Agreement
dated January 1, 2004 between Radnet Management and Beverly Radiology Medical Group III
Partnership Agreement dated July 1, 1997 between Beverly Radiology Medical Group, Inc. and Pronet Imaging Medical Group, Inc.
General Electric Service Agreement dated August 14, 2001 as last amended effective January 1, 2007 by and between GE Medical Systems and Radnet Management, Inc.
PetNet Radiopharmaceutical Purchase Agreement dated September 13, 2004 as last amended December 10, 2007 by and between PETNET Solutions and Radnet Management, Inc.
General Electric Healthcare Financial Services Ref #8537637
dated December 30, 2004 by and between General Electric Capital Corporation and Radnet Management, Inc.
General Electric Healthcare Financial Services Ref #8536064
dated November 8, 2004 by and between General Electric Capital Corporation and Radnet Management, Inc.
General Electric Healthcare Financial Services Ref #8535299
dated September 17, 2004 by and between General Electric Capital Corporation and Radnet Management, Inc.
Agreement and Plan of Merger with Radiologix, Inc. dated as of July 6, 2006 by and between Primedex Health Systems, Inc., PR Acquisition Corporation, Radnet Management, Inc. and Radiologix, Inc.
Contracting Services Agreement dated as of October 1, 2006 by and between Broadlane, Inc. and Radiologix, Inc.
Kodak Medical Imaging film agreement with Radnet Management, Inc. dated December 20, 2006
-33-

RADNET INSURANCE CARRIERS
2007/2008- Current Insurance Lines

UNE | CARRIER NAME | POUCY # | TERM |  | PREMIUM |  | POLICY UMITS
General Liability | Hartford | 72UUNUM8682 | 11/01/07-11/01/08 |  | $ | 475,411.20 |  | varies
Commercial Property | ' | " | 11/01/07-11/01/08 |  |  |  |  | varies
Commerical Crime. | " | " | 11/01/07-11/01/08 |  |  |  |  | 250,000
Commerical Automobile, | . | " | 11/01/07-11/01/08 |  |  |  |  | 1M
Excess Liability/umbrella | . | 72XHUUM8726 | 11101/07-11/01/08 |  | $ | 24,400.00 |  | 10M
Directors & Officers | AIG | 6723807 | 06/01/07-06/01/08 |  | $ | 144,921.00 |  | 10M
Professional Liability | Fairway Physicians | FPC1420-00 | 10/01/07-10/01/08 |  | $ | 2,050,790.00 |  | 1M/3M
Work Comp | Travelers | TRHU8424613123 | 11101/07-11/01/08 |  | $1,788,000 + losses |  | 1M
Medical | Blue Shield - Self ins | 970271,970264, 970265 | 01/01/08-12/30/08 |  | 3 8,227,000.00 |  | Seff-funded expected premium
Dental | Delta Dental | 05662 & 2845 | 01/01/08-12/30/08 |  | 377,109.00 |  |
Vision | Vision Service Plan | 12092356 | 01/01/08-12/30/08 |  |  | 187,000.00 |  |
Life | Reliance | 100256-010-0001 | 01/01/08-12/30/08 |  | $ | 386,000.00 |  | 1x annual salary to 150K
Long Term Disability | Reliance | 100256-010-0001 | 01/01/08-12/31/08 |  | $ | 383,000.00 |  |

-34-

SCHEDULE 5.1
INDEBTEDNESS
NONE
-35-

SCHEDULE 5.2
LIENS
NONE
-36-

SCHEDULE 5.6
EXCEPTION TO RESTRICTIONS ON FUNDAMENTAL CHANGES
NONE
-37-

SCHEDULE 5.9
BUSINESS DESCRIPTION
Credit Parties operate a group of regional networks currently comprised of one hundred forty-five (145) diagnostic imaging facilities.
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