EX-10.27 14 radnet_10q-ex1027.htm PLEDGE AGREEMENT

                                                                       Exhibit 10.27

                                    PLEDGE AGREEMENT
                                    ----------------

              This PLEDGE AGREEMENT, dated as of November 15, 2006 (together with
    all amendments, if any, from time to time hereto, this "AGREEMENT") by and among
    the Pledgors identified as such on the signature pages hereof (each a "PLEDGOR"
    and collectively, the "PLEDGORS") and GENERAL ELECTRIC CAPITAL CORPORATION in
    its capacity as Agent for Lenders ("AGENT").

                                  W I T N E S S E T H:

              WHEREAS, pursuant to that certain Credit Agreement dated as of the
    date hereof by and among RadNet Management, Inc. ("BORROWER"), the other Persons
    named therein as Credit Parties, Agent and the Persons signatory thereto from
    time to time as Lenders (including all annexes, exhibits and schedules thereto,
    and as from time to time amended, restated, supplemented or otherwise modified
    (the "CREDIT AGREEMENT") the Lenders have agreed to make Loans to, and incur
    Letter of Credit Obligations for the benefit of, Borrower;

              WHEREAS, each Pledgor legally and beneficially owns the shares of
    capital stock of each company listed on Part A of SCHEDULE I hereto and is the
    owner of the promissory notes and instruments held by such Pledgor listed in
    Part B of SCHEDULE I hereto;

              WHEREAS, each Pledgor benefits from the credit facilities made
    available to Borrower under the Credit Agreement;

              WHEREAS, in order to induce Agent and Lenders to make the Loans and to
    incur the Letter of Credit Obligations as provided for in the Credit Agreement,
    each Pledgor has agreed to pledge the Pledged Collateral to Agent in accordance
    herewith;

              NOW, THEREFORE, in consideration of the premises and the covenants
    hereinafter contained and to induce Lenders to make Loans and to incur Letter of
    Credit Obligations under the Credit Agreement, it is agreed as follows:

         1. DEFINITIONS. Unless otherwise defined herein, terms defined in the
    Credit Agreement are used herein as therein defined, and the following shall
    have (unless otherwise provided elsewhere in this Agreement) the following
    respective meanings (such meanings being equally applicable to both the singular
    and plural form of the terms defined):

              "BANKRUPTCY CODE" means title 11, United States Code, as amended from
    time to time, and any successor statute thereto.

              "PLEDGED COLLATERAL" has the meaning assigned to such term in SECTION
    2 hereof.

              "PLEDGED ENTITY" means an issuer of Pledged Shares or Pledged
    Indebtedness.

              "PLEDGED INDEBTEDNESS" means the Indebtedness evidenced by promissory
    notes and instruments listed on Part B of SCHEDULE I hereto;

              "PLEDGED SHARES" means those shares listed on Part A of SCHEDULE I
    hereto.

              "SECURED OBLIGATIONS" has the meaning assigned to such term in SECTION
    3 hereof.

         2. PLEDGE. Each Pledgor hereby pledges to Agent, and grants to Agent for
    itself and the benefit of Lenders, a first priority security interest in all of
    the following (collectively, the "PLEDGED COLLATERAL"):

              (a) the Pledged Shares and the certificates representing the Pledged
         Shares, and all dividends, distributions, cash, instruments and other
         property or proceeds from time to time received, receivable or otherwise
         distributed in respect of or in exchange for any or all of the Pledged
         Shares; and

              (b) such portion, as determined by Agent as provided in SECTION 6(D)
         below, of any additional shares of stock of a Pledged Entity from time to
         time acquired by such Pledgor in any manner (which shares shall be deemed
         to be part of the Pledged Shares), and the certificates representing such
         additional shares, and all dividends, distributions, cash, instruments and
         other property or proceeds from time to time received, receivable or
         otherwise distributed in respect of or in exchange for any or all of such
         Stock; and

              (c) the Pledged Indebtedness and the promissory notes or instruments
         evidencing the Pledged Indebtedness, and all interest, cash, instruments
         and other property and assets from time to time received, receivable or
         otherwise distributed in respect of the Pledged Indebtedness; and

              (d) all additional Indebtedness arising after the date hereof and
         owing to such Pledgor and evidenced by promissory notes or other
         instruments, together with such promissory notes and instruments, and all
         interest, cash, instruments and other property and assets from time to time
         received, receivable or otherwise distributed in respect of that Pledged
         Indebtedness.

         3. SECURITY FOR OBLIGATIONS. This Agreement secures, and the Pledged
    Collateral is security for, the prompt payment in full when due, whether at
    stated maturity, by acceleration or otherwise, and performance of all
    Obligations of any kind under or in connection with the Credit Agreement and the
    other Loan Documents and all obligations of each Pledgor now or hereafter
    existing under this Agreement including, without limitation, all fees, costs and
    expenses whether in connection with collection actions hereunder or otherwise
    (collectively, the "SECURED OBLIGATIONS").

         4. DELIVERY OF PLEDGED COLLATERAL. All certificates and all promissory
    notes and instruments evidencing the Pledged Collateral shall be delivered to
    and held by or on behalf of Agent, for itself and the benefit of Lenders,
    pursuant hereto. All Pledged Shares shall be accompanied by duly executed
    instruments of transfer or assignment in blank, all in form and substance
    satisfactory to Agent and all promissory notes or other instruments evidencing
    the Pledged Indebtedness shall be endorsed by each Pledgor.

         5. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and warrants to
    Agent that:

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              (a) Such Pledgor is, and at the time of delivery of the Pledged Shares
         to Agent will be, the sole holder of record and the sole beneficial owner
         of such Pledged Collateral pledged by such Pledgor free and clear of any
         Lien thereon or affecting the title thereto, except for any Lien created by
         this Agreement and the Lien granted pursuant to the Second Lien Credit
         Agreement; such Pledgor is and at the time of delivery of the Pledged
         Indebtedness to Agent will be, the sole owner of such Pledged Collateral
         free and clear of any Lien thereon or affecting title thereto, except for
         any Lien created by this Agreement and the Lien granted pursuant to the
         Second Lien Credit Agreement;

              (b) All of the Pledged Shares have been duly authorized, validly
         issued and are fully paid and non-assessable; the Pledged Indebtedness has
         been duly authorized, authenticated or issued and delivered by, and is the
         legal, valid and binding obligations of, the Pledged Entities, and no such
         Pledged Entity is in default thereunder;

              (c) Such Pledgor has the right and requisite authority to pledge,
         assign, transfer, deliver, deposit and set over the Pledged Collateral
         pledged by such Pledgor to Agent as provided herein;

              (d) None of the Pledged Shares or Pledged Indebtedness has been issued
         or transferred in violation of the securities registration, securities
         disclosure or similar laws of any jurisdiction to which such issuance or
         transfer may be subject;

              (e) All of the Pledged Shares are presently owned by such Pledgor, and
         are presently represented by the certificates listed on Part A of SCHEDULE
         I hereto. As of the date hereof, there are no existing options, warrants,
         calls or commitments of any character whatsoever relating to the Pledged
         Shares;

              (f) No consent, approval, authorization or other order or other action
         by, and no notice to or filing with, any Governmental Authority or any
         other Person is required (i) for the pledge by such Pledgor of the Pledged
         Collateral pursuant to this Agreement or for the execution, delivery or
         performance of this Agreement by such Pledgor, or (ii) for the exercise by
         Agent of the voting or other rights provided for in this Agreement or the
         remedies in respect of the Pledged Collateral pursuant to this Agreement,
         except as may be required in connection with such disposition by laws
         affecting the offering and sale of securities generally;

              (g) The pledge, assignment and delivery of the Pledged Collateral
         pursuant to this Agreement will create a valid first priority Lien on and a
         first priority perfected security interest in favor of the Agent for the
         benefit of Agent and Lenders in the Pledged Collateral and the proceeds
         thereof, securing the payment of the Secured Obligations, subject to no
         other Lien;

              (h) This Agreement has been duly authorized, executed and delivered by
         such Pledgor and constitutes a legal, valid and binding obligation of such
         Pledgor enforceable against such Pledgor in accordance with its terms;

              (i) The Pledged Shares constitute 100% of the issued and outstanding
         shares of Stock of each Pledged Entity; and

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              (j) Except as disclosed on Part B of SCHEDULE I, none of the Pledged
         Indebtedness is subordinated in right of payment to other Indebtedness
         (except for the Secured Obligations) or subject to the terms of an
         indenture.

              (k) Any interests held by any Pledgor in any partnership or limited
         liability company (i) are not dealt in or traded on securities exchanges or
         in securities markets, (ii) are not "investment company securities" (as
         defined in Section 8-103(b) of the Uniform Commercial Code) and (iii) do
         not provide, in the related partnership or membership agreements,
         certificates, if any, representing such interest or otherwise, that they
         are securities governed by the Uniform Commercial Code of any jurisdiction.

              (l) Without the prior express written consent of the Agent, each
         Pledgor will not agree to any election by any partnership or limited
         liability company in which such Pledgor has an interest to treat such
         interest as securities governed by the Uniform Commercial Code of any
         jurisdiction an in any event will promptly notify the Agent in writing if
         the representation set forth in SECTION 5(K) hereof becomes untrue for any
         reason and, in such event, take such action as the Agent may request in
         order to establish the Agent's "control" (within the meaning of Section
         8-106 of the Uniform Commercial Code) over such interest.

              The representations and warranties set forth in this SECTION 5 shall
    survive the execution and delivery of this Agreement.

         6. COVENANTS. Each Pledgor covenants and agrees that until the Termination
    Date:

              (a) Without the prior written consent of Agent, such Pledgor will not
         sell, assign, transfer, pledge, or otherwise encumber any of its rights in
         or to the Pledged Collateral, or any unpaid dividends, interest or other
         distributions or payments with respect to the Pledged Collateral or grant a
         Lien in the Pledged Collateral, unless otherwise expressly permitted by the
         Credit Agreement;

              (b) Such Pledgor will, at its expense, promptly execute, acknowledge
         and deliver all such instruments and take all such actions as Agent from
         time to time may request in order to ensure to Agent and Lenders the
         benefits of the Liens in and to the Pledged Collateral intended to be
         created by this Agreement, including the filing of any necessary Code
         financing statements, which may be filed by Agent with or (to the extent
         permitted by law) without the signature of such Pledgor, and will cooperate
         with Agent, at such Pledgor's expense, in obtaining all necessary approvals
         and making all necessary filings under federal, state, local or foreign law
         in connection with such Liens or any sale or transfer of the Pledged
         Collateral;

              (c) Such Pledgor has and will defend the title to the Pledged
         Collateral and the Liens of Agent in the Pledged Collateral against the
         claim of any Person and will maintain and preserve such Liens; and

              (d) Such Pledgor will, upon obtaining ownership of any additional
         Stock or promissory notes or instruments of a Pledged Entity or Stock or
         promissory notes or instruments otherwise required to be pledged to Agent
         pursuant to any of the Loan Documents, which Stock, notes or instruments

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         are not already Pledged Collateral, promptly (and in any event within three
         (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by
         such Pledgor, in substantially the form of SCHEDULE II hereto (a "PLEDGE
         AMENDMENT") in respect of any such additional Stock, notes or instruments,
         pursuant to which such Pledgor shall pledge to Agent all of such additional
         Stock, notes and instruments. Such Pledgor hereby authorizes Agent to
         attach each Pledge Amendment to this Agreement and agrees that all Pledged
         Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to
         Agent shall for all purposes hereunder be considered Pledged Collateral.

         7. PLEDGORS' RIGHTS. As long as no Default or Event of Default shall have
    occurred and be continuing and until written notice shall be given to each
    Pledgor in accordance with SECTION 8(A) hereof:

              (a) Each Pledgor shall have the right, from time to time, to vote and
         give consents with respect to the Pledged Collateral, or any part thereof
         for all purposes not inconsistent with the provisions of this Agreement,
         the Credit Agreement or any other Loan Document; PROVIDED, HOWEVER, that no
         vote shall be cast, and no consent shall be given or action taken, which
         would have the effect of impairing the position or interest of Agent in
         respect of the Pledged Collateral or which would authorize, effect or
         consent to (unless and to the extent expressly permitted by the Credit
         Agreement):

                   (i) the dissolution or liquidation, in whole or in part, of a
              Pledged Entity;

                   (ii) the consolidation or merger of a Pledged Entity with any
              other Person;

                   (iii) the sale, disposition or encumbrance of all or
              substantially all of the assets of a Pledged Entity, except for Liens
              in favor of Agent;

                   (iv) any change in the authorized number of shares, the stated
              capital or the authorized share capital of a Pledged Entity or the
              issuance of any additional shares of its Stock; or

                   (v) the alteration of the voting rights with respect to the Stock
              of a Pledged Entity; and

              (b) (i) Each Pledgor shall be entitled, from time to time, to collect
         and receive for its own use all cash dividends and interest paid in respect
         of the Pledged Shares and Pledged Indebtedness to the extent not in
         violation of the Credit Agreement OTHER THAN any and all: (A) dividends and
         interest paid or payable other than in cash in respect of any Pledged
         Collateral, and instruments and other property received, receivable or
         otherwise distributed in respect of, or in exchange for, any Pledged
         Collateral; (B) dividends and other distributions paid or payable in cash
         in respect of any Pledged Shares in connection with a partial or total
         liquidation or dissolution or in connection with a reduction of capital,
         capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid,
         payable or otherwise distributed, in respect of principal of, or in
         redemption of, or in exchange for, any Pledged Collateral; PROVIDED,
         HOWEVER, that until actually paid all rights to such distributions shall
         remain subject to the Lien created by this Agreement; and

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                   (ii) all dividends and interest (other than such cash dividends
              and interest as are permitted to be paid to Pledgors in accordance
              with CLAUSE (I) above) and all other distributions in respect of any
              of the Pledged Shares or Pledged Indebtedness, whenever paid or made,
              shall be delivered to Agent to hold as Pledged Collateral and shall,
              if received by any Pledgor, be received in trust for the benefit of
              Agent, be segregated from the other property or funds of such Pledgor,
              and be forthwith delivered to Agent as Pledged Collateral in the same
              form as so received (with any necessary indorsement).

         8. DEFAULTS AND REMEDIES; PROXY.

              (a) Upon the occurrence of an Event of Default and during the
         continuation of such Event of Default, and concurrently with written notice
         to each Pledgor, Agent (personally or through an agent) is hereby
         authorized and empowered to transfer and register in its name or in the
         name of its nominee the whole or any part of the Pledged Collateral, to
         exchange certificates or instruments representing or evidencing Pledged
         Collateral for certificates or instruments of smaller or larger
         denominations, to exercise the voting and all other rights as a holder with
         respect thereto, to collect and receive all cash dividends, interest,
         principal and other distributions made thereon, to sell in one or more
         sales after ten (10) days' notice of the time and place of any public sale
         or of the time at which a private sale is to take place (which notice each
         Pledgor agrees is commercially reasonable) the whole or any part of the
         Pledged Collateral and to otherwise act with respect to the Pledged
         Collateral as though Agent was the outright owner thereof. Any sale shall
         be made at a public or private sale at Agent's place of business, or at any
         place to be named in the notice of sale, either for cash or upon credit or
         for future delivery at such price as Agent may deem fair, and Agent may be
         the purchaser of the whole or any part of the Pledged Collateral so sold
         and hold the same thereafter in its own right free from any claim of any
         Pledgor or any right of redemption. Each sale shall be made to the highest
         bidder, but Agent reserves the right to reject any and all bids at such
         sale which, in its discretion, it shall deem inadequate. Demands of
         performance, except as otherwise herein specifically provided for, notices
         of sale, advertisements and the presence of property at sale are hereby
         waived and any sale hereunder may be conducted by an auctioneer or any
         officer or agent of Agent. EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND
         APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF SUCH PLEDGOR WITH
         RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED
         SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT
         AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE
         IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE
         THE PLEDGED SHARES, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT
         SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES
         AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED
         (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING

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         SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY
         SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
         (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE
         ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES
         OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF
         DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO
         EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR
         ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.

              (b) If, at the original time or times appointed for the sale of the
         whole or any part of the Pledged Collateral, the highest bid, if there be
         but one sale, shall be inadequate to discharge in full all the Secured
         Obligations, or if the Pledged Collateral be offered for sale in lots, if
         at any of such sales, the highest bid for the lot offered for sale would
         indicate to Agent, in its discretion, that the proceeds of the sales of the
         whole of the Pledged Collateral would be unlikely to be sufficient to
         discharge all the Secured Obligations, Agent may, on one or more occasions
         and in its discretion, postpone any of said sales by public announcement at
         the time of sale or the time of previous postponement of sale, and no other
         notice of such postponement or postponements of sale need be given, any
         other notice being hereby waived; PROVIDED, HOWEVER, that any sale or sales
         made after such postponement shall be after ten (10) days' notice to each
         Pledgor.

              (c) If, at any time when Agent shall determine to exercise its right
         to sell the whole or any part of the Pledged Collateral hereunder, such
         Pledged Collateral or the part thereof to be sold shall not, for any reason
         whatsoever, be effectively registered under the Securities Act of 1933, as
         amended (or any similar statute then in effect) (the "Act") Agent may, in
         its discretion (subject only to applicable requirements of law), sell such
         Pledged Collateral or part thereof by private sale in such manner and under
         such circumstances as Agent may deem necessary or advisable, but subject to
         the other requirements of this SECTION 8, and shall not be required to
         effect such registration or to cause the same to be effected. Without
         limiting the generality of the foregoing, in any such event, Agent in its
         discretion (x) may, in accordance with applicable securities laws, proceed
         to make such private sale notwithstanding that a registration statement for
         the purpose of registering such Pledged Collateral or part thereof could be
         or shall have been filed under said Act (or similar statute), (y) may
         approach and negotiate with a single possible purchaser to effect such
         sale, and (z) may restrict such sale to a purchaser who is an accredited
         investor under the Act and who will represent and agree that such purchaser
         is purchasing for its own account, for investment and not with a view to
         the distribution or sale of such Pledged Collateral or any part thereof. In
         addition to a private sale as provided above in this SECTION 8, if any of
         the Pledged Collateral shall not be freely distributable to the public
         without registration under the Act (or similar statute) at the time of any
         proposed sale pursuant to this SECTION 8, then Agent shall not be required
         to effect such registration or cause the same to be effected but, in its
         discretion (subject only to applicable requirements of law), may require
         that any sale hereunder (including a sale at auction) be conducted subject
         to restrictions:

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                   (i) as to the financial sophistication and ability of any Person
              permitted to bid or purchase at any such sale;

                   (ii) as to the content of legends to be placed upon any
              certificates representing the Pledged Collateral sold in such sale,
              including restrictions on future transfer thereof;

                   (iii) as to the representations required to be made by each
              Person bidding or purchasing at such sale relating to that Person's
              access to financial information about each Pledgor and such Person's
              intentions as to the holding of the Pledged Collateral so sold for
              investment for its own account and not with a view to the distribution
              thereof; and

                   (iv) as to such other matters as Agent may, in its discretion,
              deem necessary or appropriate in order that such sale (notwithstanding
              any failure so to register) may be effected in compliance with the
              Bankruptcy Code and other laws affecting the enforcement of creditors'
              rights and the Act and all applicable state securities laws.

              (d) Each Pledgor recognizes that Agent may be unable to effect a
         public sale of any or all the Pledged Collateral and may be compelled to
         resort to one or more private sales thereof in accordance with CLAUSE (C)
         above. Each Pledgor also acknowledges that any such private sale may result
         in prices and other terms less favorable to the seller than if such sale
         were a public sale and, notwithstanding such circumstances, agrees that any
         such private sale shall not be deemed to have been made in a commercially
         unreasonable manner solely by virtue of such sale being private. Agent
         shall be under no obligation to delay a sale of any of the Pledged
         Collateral for the period of time necessary to permit the Pledged Entity to
         register such securities for public sale under the Act, or under applicable
         state securities laws, even if such Pledgor and the Pledged Entity would
         agree to do so.

              (e) Each Pledgor agrees to the maximum extent permitted by applicable
         law that following the occurrence and during the continuance of an Event of
         Default it will not at any time plead, claim or take the benefit of any
         appraisal, valuation, stay, extension, moratorium or redemption law now or
         hereafter in force in order to prevent or delay the enforcement of this
         Agreement, or the absolute sale of the whole or any part of the Pledged
         Collateral or the possession thereof by any purchaser at any sale
         hereunder, and each Pledgor waives the benefit of all such laws to the
         extent it lawfully may do so. Each Pledgor agrees that it will not
         interfere with any right, power and remedy of Agent provided for in this
         Agreement or now or hereafter existing at law or in equity or by statute or
         otherwise, or the exercise or beginning of the exercise by Agent of any one
         or more of such rights, powers or remedies. No failure or delay on the part
         of Agent to exercise any such right, power or remedy and no notice or
         demand which may be given to or made upon any Pledgor by Agent with respect
         to any such remedies shall operate as a waiver thereof, or limit or impair
         Agent's right to take any action or to exercise any power or remedy
         hereunder, without notice or demand, or prejudice its rights as against any
         Pledgor in any respect.

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              (f) Each Pledgor further agrees that a breach of any of the covenants
         contained in this SECTION 8 will cause irreparable injury to Agent, that
         Agent shall have no adequate remedy at law in respect of such breach and,
         as a consequence, agrees that each and every covenant contained in this
         SECTION 8 shall be specifically enforceable against such Pledgor, and each
         Pledgor hereby waives and agrees not to assert any defenses against an
         action for specific performance of such covenants except for a defense that
         the Secured Obligations are not then due and payable in accordance with the
         agreements and instruments governing and evidencing such obligations.

         9. WAIVER. No delay on Agent's part in exercising any power of sale, Lien,
    option or other right hereunder, and no notice or demand which may be given to
    or made upon any Pledgor by Agent with respect to any power of sale, Lien,
    option or other right hereunder, shall constitute a waiver thereof, or limit or
    impair Agent's right to take any action or to exercise any power of sale, Lien,
    option, or any other right hereunder, without notice or demand, or prejudice
    Agent's rights as against any Pledgor in any respect.

         10. ASSIGNMENT. Agent may assign, indorse or transfer any instrument
    evidencing all or any part of the Secured Obligations as provided in, and in
    accordance with, the Credit Agreement, and the holder of such instrument shall
    be entitled to the benefits of this Agreement.

         11. TERMINATION. Immediately following the Termination Date, Agent shall
    deliver to each Pledgor the Pledged Collateral pledged by such Pledgor at the
    time subject to this Agreement and all instruments of assignment executed in
    connection therewith, free and clear of the Liens hereof and, except as
    otherwise provided herein, all of such Pledgor's obligations hereunder shall at
    such time terminate.

         12. LIEN ABSOLUTE. All rights of Agent hereunder, and all obligations of
    each Pledgor hereunder, shall be absolute and unconditional irrespective of:

              (a) any lack of validity or enforceability of the Credit Agreement,
         any other Loan Document or any other agreement or instrument governing or
         evidencing any Secured Obligations;

              (b) any change in the time, manner or place of payment of, or in any
         other term of, all or any part of the Secured Obligations, or any other
         amendment or waiver of or any consent to any departure from the Credit
         Agreement, any other Loan Document or any other agreement or instrument
         governing or evidencing any Secured Obligations;

              (c) any exchange, release or non-perfection of any other Collateral,
         or any release or amendment or waiver of or consent to departure from any
         guaranty, for all or any of the Secured Obligations;

              (d) the insolvency of any Credit Party; or

              (e) any other circumstance which might otherwise constitute a defense
         available to, or a discharge of, such Pledgor.

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         13. RELEASE. Each Pledgor consents and agrees that Agent may at any time,
    or from time to time, in its discretion:

              (a) renew, extend or change the time of payment, and/or the manner,
         place or terms of payment of all or any part of the Secured Obligations;
         and

              (b) exchange, release and/or surrender all or any of the Collateral
         (including the Pledged Collateral), or any part thereof, by whomsoever
         deposited, which is now or may hereafter be held by Agent in connection
         with all or any of the Secured Obligations; all in such manner and upon
         such terms as Agent may deem proper, and without notice to or further
         assent from any Pledgor, it being hereby agreed that each Pledgor shall be
         and remain bound upon this Agreement, irrespective of the value or
         condition of any of the Collateral, and notwithstanding any such change,
         exchange, settlement, compromise, surrender, release, renewal or extension,
         and notwithstanding also that the Secured Obligations may, at any time,
         exceed the aggregate principal amount thereof set forth in the Credit
         Agreement, or any other agreement governing any Secured Obligations. Each
         Pledgor hereby waives notice of acceptance of this Agreement, and also
         presentment, demand, protest and notice of dishonor of any and all of the
         Secured Obligations, and promptness in commencing suit against any party
         hereto or liable hereon, and in giving any notice to or of making any claim
         or demand hereunder upon such Pledgor. No act or omission of any kind on
         Agent's part shall in any event affect or impair this Agreement.

         14. REINSTATEMENT. This Agreement shall remain in full force and effect and
    continue to be effective should any petition be filed by or against any Pledgor
    or any Pledged Entity for liquidation or reorganization, should any Pledgor or
    any Pledged Entity become insolvent or make an assignment for the benefit of
    creditors or should a receiver or trustee be appointed for all or any
    significant part of any Pledgor's or a Pledged Entity's assets, and shall
    continue to be effective or be reinstated, as the case may be, if at any time
    payment and performance of the Secured Obligations, or any part thereof, is,
    pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
    restored or returned by any obligee of the Secured Obligations, whether as a
    "voidable preference", "fraudulent conveyance", or otherwise, all as though such
    payment or performance had not been made. In the event that any payment, or any
    part thereof, is rescinded, reduced, restored or returned, the Secured
    Obligations shall be reinstated and deemed reduced only by such amount paid and
    not so rescinded, reduced, restored or returned.

         15. MISCELLANEOUS.

              (a) Agent may execute any of its duties hereunder by or through agents
         or employees and shall be entitled to advice of counsel concerning all
         matters pertaining to its duties hereunder.

              (b) Each Pledgor agrees to promptly reimburse Agent for actual
         out-of-pocket expenses, including, without limitation, reasonable counsel
         fees, incurred by Agent in connection with the administration and
         enforcement of this Agreement.

                                           10

              (c) Neither Agent, nor any of its respective officers, directors,
         employees, agents or counsel shall be liable for any action lawfully taken
         or omitted to be taken by it or them hereunder or in connection herewith,
         except for its or their own gross negligence or willful misconduct as
         finally determined by a court of competent jurisdiction.

              (d) THIS AGREEMENT SHALL BE BINDING UPON EACH PLEDGOR AND ITS
         SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF ANY
         PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, AGENT
         AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND CONSTRUED AND
         ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
         TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR
         PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED
         EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND EACH PLEDGOR.

         16. SEVERABILITY. If for any reason any provision or provisions hereof are
    determined to be invalid and contrary to any existing or future law, such
    invalidity shall not impair the operation of or effect those portions of this
    Agreement which are valid.

         17. NOTICES. Except as otherwise provided herein, whenever it is provided
    herein that any notice, demand, request, consent, approval, declaration or other
    communication shall or may be given to or served upon any of the parties by any
    other party, or whenever any of the parties desires to give or serve upon any
    other a communication with respect to this Agreement, each such notice, demand,
    request, consent, approval, declaration or other communication shall be in
    writing and either shall be delivered in person or sent by registered or
    certified mail, return receipt requested, with proper postage prepaid, or by
    facsimile transmission and confirmed by delivery of a copy by personal delivery
    or United States Mail as otherwise provided herein:

              (a) If to Agent, at:

                   General Electric Capital Corporation
                   2 Bethesda Metro Center
                   Suite 600
                   Bethesda, Maryland  20814
                   ATTN: General Counsel - Healthcare Financial Services
                   Fax: (301) 664-9866

                   With copies to:

                   Latham & Watkins
                   Sears Tower, Suite 5800
                   233 S. Wacker Dr.
                   Chicago, Illinois  60606
                   ATTN: Jeffrey G. Moran
                   Fax: (312) 993-9767

                                           11

                   If to any Pledgor, at:

                   c/o Primedex Health Systems, Inc.
                   1510 Cotner Avenue
                   Los Angeles, CA  90025
                   ATTN:  Howard Berger, M.D.
                   Fax: (310) 445-2980

                   With a copy to:

                   Sheppard, Mullin, Richter & Hampton LLP
                   1901 Avenue of the Stars, Suite 1600
                   Los Angeles, CA 90067
                   ATTN:  Linda Michaelson
                   Fax:  (310) 228-3701

    or at such other address as may be substituted by notice given as herein
    provided. The giving of any notice required hereunder may be waived in writing
    by the party entitled to receive such notice. Every notice, demand, request,
    consent, approval, declaration or other communication hereunder shall be deemed
    to have been duly served, given or delivered (a) upon the earlier of actual
    receipt and three (3) Business Days after deposit in the United States Mail,
    registered or certified mail, return receipt requested, with proper postage
    prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile
    transmission (with such telecopy or facsimile promptly confirmed by delivery of
    a copy by personal delivery or United States Mail as otherwise provided in this
    SECTION 17, (c) one (1) Business Day after deposit with a reputable overnight
    courier with all charges prepaid, or (d) when delivered, if hand-delivered by
    messenger. Failure or delay in delivering copies of any notice, demand, request,
    consent, approval, declaration or other communication to the persons designated
    above to receive copies shall in no way adversely affect the effectiveness of
    such notice, demand, request, consent, approval, declaration or other
    communication.

         18. SECTION TITLES. The Section titles contained in this Agreement are and
    shall be without substantive meaning or content of any kind whatsoever and are
    not a part of the agreement between the parties hereto.

         19. COUNTERPARTS. This Agreement may be executed in any number of
    counterparts, which shall, collectively and separately, constitute one
    agreement.

         20. BENEFIT OF LENDERS. All security interests granted or contemplated
    hereby shall be for the benefit of Agent and Lenders, and all proceeds or
    payments realized from the Pledged Collateral in accordance herewith shall be
    applied to the Obligations in accordance with the terms of the Credit Agreement.

                                [signature page follows]

                                           12

              IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
    be duly executed as of the date first written above.

                                   PLEDGORS:
                                   ---------

                                   PRIMEDEX HEALTH SYSTEMS, INC.

                                   By: /s/ Howard G. Berger
                                   Name: Howard G. Berger, M.D.
                                   Title: President

                                   RADNET MANAGEMENT, INC.

                                   By: /s/ Howard G. Berger
                                   Name: Howard G. Berger, M.D.
                                   Title: President

                                   RADIOLOGIX, 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

                          [Signature Page to Pledge Agreement]

                                   GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT

                                   By:  /s/ Andrew D. Moore
                                   Name: Andrew D. Moore
                                   Its Duly Authorized Signatory

                          [Signature Page to Pledge Agreement]