EX-10.14 2 radnet_10q-ex1014.htm CREDIT AGREEMENT

                                                                       Exhibit 10.14

    --------------------------------------------------------------------------------

                                    CREDIT AGREEMENT

                              DATED AS OF NOVEMBER 15, 2006

                                      by and among

                                 RADNET MANAGEMENT, INC.
                                       as Borrower

                                           and

                           THE OTHER PERSONS PARTY HERETO THAT
                            ARE DESIGNATED AS CREDIT PARTIES

                                           and

                          GENERAL ELECTRIC CAPITAL CORPORATION
                            as Agent, L/C Issuer and a Lender

                                           and

                      THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
                                       as Lenders

                                           and

                                GE CAPITAL MARKETS, INC.
                                    as Lead Arranger

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                                                     TABLE OF CONTENTS
                                                     -----------------
                                                                                                                   PAGE
                                                                                                                   ----

    SECTION 1. AMOUNTS AND TERMS OF LOANS.............................................................................2

             1.1      LOANS...........................................................................................2
             1.2      INTEREST AND APPLICABLE MARGINS.................................................................9
             1.3      FEES...........................................................................................12
             1.4      PAYMENTS.......................................................................................13
             1.5      PREPAYMENTS....................................................................................13
             1.6      MATURITY.......................................................................................15
             1.7      LOAN ACCOUNTS..................................................................................15
             1.8      YIELD PROTECTION...............................................................................15
             1.9      TAXES..........................................................................................16

    SECTION 2. CONDITIONS TO LOANS...................................................................................19

             2.1      CONDITIONS TO INITIAL LOANS....................................................................19
             2.2      CONDITIONS TO ALL LOANS........................................................................20

    SECTION 3. REPRESENTATIONS AND WARRANTIES........................................................................21

             3.1      ORGANIZATION, POWERS, CAPITALIZATION AND GOOD STANDING.........................................21
             3.2      DISCLOSURE.....................................................................................22
             3.3      NO MATERIAL ADVERSE EFFECT.....................................................................22
             3.4      NO CONFLICT....................................................................................22
             3.5      FINANCIAL STATEMENTS AND PROJECTIONS...........................................................22
             3.6      SOLVENCY.......................................................................................23
             3.7      USE OF PROCEEDS; MARGIN REGULATIONS............................................................23
             3.8      BROKERS........................................................................................23
             3.9      COMPLIANCE WITH LAWS...........................................................................23
             3.10     INTELLECTUAL PROPERTY..........................................................................24
             3.11     INVESTIGATIONS, AUDITS, ETC....................................................................24
             3.12     EMPLOYEE MATTERS...............................................................................24
             3.13     LITIGATION; ADVERSE FACTS......................................................................25
             3.14     OWNERSHIP OF PROPERTY; LIENS...................................................................25
             3.15     ENVIRONMENTAL MATTERS..........................................................................25
             3.16     ERISA..........................................................................................26
             3.17     DEPOSIT AND DISBURSEMENT ACCOUNTS..............................................................27
             3.18     AGREEMENTS AND OTHER DOCUMENTS.................................................................27
             3.19     INSURANCE......................................................................................28
             3.20     TAXES AND TAX RETURNS..........................................................................28
             3.21     INACTIVE SUBSIDIARIES..........................................................................28
             3.22     HEALTH CARE MATTERS............................................................................28
             3.23     MERGER AGREEMENT...............................................................................31
             3.24     NO EARN-OUTS...................................................................................31

                                                               i

     SECTION 4. AFFIRMATIVE COVENANTS................................................................................31

             4.1      COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS...............................................31
             4.2      INSURANCE......................................................................................32
             4.3      INSPECTION; LENDER MEETING.....................................................................32
             4.4      ORGANIZATIONAL EXISTENCE.......................................................................33
             4.5      ENVIRONMENTAL MATTERS..........................................................................33
             4.6      LANDLORDS' AGREEMENTS, MORTGAGEE AGREEMENTS, BAILEE LETTERS AND REAL ESTATE PURCHASES..........34
             4.7      FURTHER ASSURANCES.............................................................................34
             4.8      PAYMENT OF TAXES...............................................................................35
             4.9      CASH MANAGEMENT SYSTEMS........................................................................35
             4.10     INTEREST RATE AGREEMENTS.......................................................................35
             4.11     HEALTHCARE MATTERS.............................................................................35
             4.12     REDEMPTION OF NOTES............................................................................36

    SECTION 5. NEGATIVE COVENANTS....................................................................................36

             5.1      INDEBTEDNESS...................................................................................36
             5.2      LIENS AND RELATED MATTERS......................................................................38
             5.3      INVESTMENTS....................................................................................38
             5.4      CONTINGENT OBLIGATIONS.........................................................................39
             5.5      RESTRICTED PAYMENTS............................................................................40
             5.6      RESTRICTION ON FUNDAMENTAL CHANGES.............................................................41
             5.7      DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.........................................................44
             5.8      TRANSACTIONS WITH AFFILIATES...................................................................45
             5.9      CONDUCT OF BUSINESS............................................................................45
             5.10     CHANGES RELATING TO INDEBTEDNESS...............................................................45
             5.11     FISCAL YEAR....................................................................................45
             5.12     PRESS RELEASE; PUBLIC OFFERING MATERIALS.......................................................45
             5.13     SUBSIDIARIES...................................................................................46
             5.14     DEPOSIT ACCOUNTS...............................................................................46
             5.15     HAZARDOUS MATERIALS............................................................................46
             5.16     ERISA..........................................................................................46
             5.17     SALE-LEASEBACKS................................................................................46
             5.18     PREPAYMENTS OF OTHER INDEBTEDNESS..............................................................46
             5.19     CHANGES TO MATERIAL CONTRACTS..................................................................47
             5.20     OPERATING LEASES...............................................................................47
             5.21     INACTIVE SUBSIDIARIES..........................................................................47

    SECTION 6. FINANCIAL COVENANTS/REPORTING.........................................................................47

             6.1      FINANCIAL COVENANTS............................................................................47
             6.2      FINANCIAL STATEMENTS AND OTHER REPORTS.........................................................49
             6.3      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS UNDER AGREEMENT.............53

                                                               ii

     SECTION 7. DEFAULT, RIGHTS AND REMEDIES..........................................................................54

             7.1      EVENT OF DEFAULT...............................................................................54
             7.2      SUSPENSION OR TERMINATION OF COMMITMENTS.......................................................56
             7.3      ACCELERATION AND OTHER REMEDIES................................................................56
             7.4      PERFORMANCE BY AGENT...........................................................................57
             7.5      APPLICATION OF PROCEEDS........................................................................57

    SECTION 8. ASSIGNMENT AND PARTICIPATION..........................................................................58

             8.1      ASSIGNMENTS AND PARTICIPATIONS; BINDING EFFECT.................................................58
             8.2      AGENT..........................................................................................60
             8.3      SET OFF AND SHARING OF PAYMENTS................................................................67
             8.4      DISBURSEMENT OF FUNDS..........................................................................67
             8.5      DISBURSEMENTS OF ADVANCES; PAYMENT.............................................................68

    SECTION 9. MISCELLANEOUS.........................................................................................69

             9.1      INDEMNITIES....................................................................................69
             9.2      AMENDMENTS AND WAIVERS.........................................................................70
             9.3      NOTICES........................................................................................71
             9.4      FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE..........................................74
             9.5      MARSHALING; PAYMENTS SET ASIDE.................................................................74
             9.6      SEVERABILITY...................................................................................74
             9.7      LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS............................74
             9.8      HEADINGS.......................................................................................74
             9.9      APPLICABLE LAW.................................................................................75
             9.10     SUCCESSORS AND ASSIGNS.........................................................................75
             9.11     NO FIDUCIARY RELATIONSHIP; LIMITED LIABILITY...................................................75
             9.12     CONSTRUCTION...................................................................................75
             9.13     CONFIDENTIALITY................................................................................75
             9.14     CONSENT TO JURISDICTION........................................................................76
             9.15     WAIVER OF JURY TRIAL...........................................................................76
             9.16     SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS..................................................77
             9.17     ENTIRE AGREEMENT...............................................................................77
             9.18     COUNTERPARTS; EFFECTIVENESS....................................................................77
             9.19     REPLACEMENT OF LENDERS.........................................................................77
             9.20     DELIVERY OF TERMINATION STATEMENTS AND MORTGAGE RELEASES.......................................79
             9.21     SUBORDINATION OF INTERCOMPANY DEBT.............................................................79

                                                              iii

                                   INDEX OF APPENDICES
                                   -------------------

    ANNEXES
    -------

    Annex A                -        Definitions
    Annex B                -        Pro Rata Shares and Commitment Amounts
    Annex C                -        Closing Checklist
    Annex D                -        Pro Forma
    Annex E                -        Lenders' Bank Accounts
    Annex F                -        Compliance and Excess Cash Flow Certificate

    EXHIBITS
    --------

    Exhibit 1.1(a)         -        Term Note B
    Exhibit 1.1(b)(i)      -        Revolving Note
    Exhibit 1.1(b)(ii)     -        Notice of Revolving Credit Advance
    Exhibit 1.1(c)         -        Swing Line Note
    Exhibit 1.1(d)         -        Request for Letter of Credit Issuance
    Exhibit 1.2(e)         -        Notice of Continuation/Conversion
    Exhibit 6.2(d)         -        Borrowing Base Certificate
    Exhibit 8.1            -        Assignment Agreement

    SCHEDULES
    ---------

    Schedule 3.1(a)        -        Jurisdictions of Organization and Qualifications
    Schedule 3.1(b)        -        Capitalization
    Schedule 3.7           -        Use of Proceeds
    Schedule 3.10          -        Intellectual Property
    Schedule 3.11          -        Investigations and Audits
    Schedule 3.12          -        Employee Matters
    Schedule 3.13          -        Litigation
    Schedule 3.14          -        Real Estate
    Schedule 3.15          -        Environmental Matters
    Schedule 3.16          -        ERISA
    Schedule 3.17          -        Deposit and Disbursement Accounts
    Schedule 3.18          -        Agreements and Other Documents
    Schedule 3.19          -        Insurance
    Schedule 3.22          -        Health Care Matters
    Schedule 5.1           -        Indebtedness
    Schedule 5.2           -        Liens
    Schedule 5.3           -        Investments
    Schedule 5.4           -        Contingent Obligations
    Schedule 5.6           -        Fundamental Changes
    Schedule 5.8           -        Affiliate Transactions
    Schedule 5.9           -        Business Description
    Schedule A             -        Inactive Subsidiaries

                                           iv

                                    CREDIT AGREEMENT
                                    ----------------

             This CREDIT AGREEMENT is dated as of November 15, 2006 and entered into
    by and among RADNET MANAGEMENT, INC., a California corporation ("BORROWER"), the
    other persons designated as "Credit Parties", the financial institutions who are
    or hereafter become parties to this Agreement as Lenders, and GENERAL ELECTRIC
    CAPITAL CORPORATION, a Delaware corporation (in its individual capacity "GE
    CAPITAL"), as the initial L/C Issuer and as Agent.

                                    R E C I T A L S:
                                    ----------------

             WHEREAS, Borrower desires that Lenders extend a term credit facility
    and a revolving credit facility to Borrower to fund a portion of the Acquisition
    (as hereinafter defined) and expenses related thereto, the repayment of certain
    indebtedness of Borrower, to provide working capital financing for Borrower and
    its Subsidiaries and to provide funds for other general corporate purposes of
    Borrower and its Subsidiaries; and

             WHEREAS, Borrower desires to secure all of its Obligations (as
    hereinafter defined) under the Loan Documents (as hereinafter defined) by
    granting to Agent, for the benefit of Agent and Lenders, a security interest in
    and lien upon substantially all of its personal and real property; and

             WHEREAS, Primedex Health Systems, Inc., a New York corporation
    ("HOLDINGS") that owns all of the Stock of Borrower is willing to guaranty all
    of the Obligations and pledge to Agent, for the benefit of Agent and Lenders,
    all of the Stock of Borrower and substantially all of its other personal and
    real property to secure the Obligations; and

             WHEREAS, each of Beverly Radiology Medical Group III, a California
    general partnership ("BEVERLY"), Beverly Radiology Medical Group, Inc., a
    California corporation ("BEVERLY RADIOLOGY"), ProNet Imaging Medical Group,
    Inc., a California corporation ("PRONET"), Diagnostic Imaging Services, Inc., a
    Delaware corporation ("DIAGNOSTIC"), Radnet Sub, Inc., a California corporation
    ("RADNET SUB"), SoCal MR Site Management, Inc., a California corporation
    ("SOCAL"), Radnet Management I, Inc., a California corporation ("RADNET
    MANAGEMENT I"), Radnet Management II, Inc., a California corporation ("RADNET
    MANAGEMENT II"), Radnet Managed Imaging Services, Inc., a California corporation
    ("RADNET IMAGING"), Radiologix, Inc., a Delaware corporation ("RADIOLOGIX"),
    Advanced Imaging Partners, Inc., a Delaware corporation ("ADVANCED IMAGING"),
    Ide Imaging Partners, Inc., a Delaware corporation ("IDE IMAGING"), Mid Rockland
    Imaging Partners, Inc., a Delaware corporation ("ROCKLAND IMAGING"), Pacific
    Imaging Partners, Inc., a California corporation ("PACIFIC IMAGING"), Questar
    Imaging, Inc., a Florida corporation ("QUESTAR IMAGING"), Treasure Coast Imaging
    Partners, Inc., a Delaware corporation ("COAST IMAGING"), Community Imaging
    Partners, Inc., a Delaware corporation ("COMMUNITY IMAGING"), Radiology and
    Nuclear Medicine Imaging Partners, Inc., a Delaware corporation ("NUCLEAR
    IMAGING"), Valley Imaging Partners, Inc., a California corporation ("VALLEY
    IMAGING"), Questar Duluth, Inc., a Florida corporation ("QUESTAR DULUTH"),
    Questar Los Alamitos, Inc., a Florida corporation ("QUESTAR ALAMITOS"), Questar
    Victorville, Inc., a Florida corporation ("QUESTAR VICTORVILLE"), Rocky Mountain
    OpenScan MRI, LLC, a Colorado limited liability company ("OPENSCAN"), FRI, Inc.,
    a California corporation ("FRI"), is willing to guaranty all of the Obligations
    of Borrower and to grant to Agent, for the benefit of Agent and Lenders, a
    security interest in and lien upon substantially all of its personal and real
    property to secure the Obligations; and

             WHEREAS, all capitalized terms herein shall have the meanings ascribed
    thereto in ANNEX A hereto, which is incorporated herein by reference.

             NOW, THEREFORE, in consideration of the premises and the agreements,
    provisions and covenants herein contained, Borrower, Credit Parties, Lenders and
    Agent agree as follows:

                                       SECTION 1.
                               AMOUNTS AND TERMS OF LOANS
                               --------------------------

             1.1      LOANS.
                      ------

             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:

             (a) TERM LOAN B. Each Term Lender agrees, severally and not jointly, to
    lend to Borrower in one draw, on the Closing Date, its Pro Rata Share of the
    aggregate amount of $225,000,000 (the "TERM LOAN B"). Borrower shall repay Term
    Loan B through periodic payments on the dates and in the amounts indicated below
    ("SCHEDULED INSTALLMENTS").

              DATE                                             SCHEDULED INSTALLMENT
              ----                                             ---------------------

              Beginning with March 31, 2007, each              $562,500
              March 31, June 30, September 30
              and December 31 occurring prior to
              September 30, 2012

              November 15, 2012                                $212,625,000

             The final installment shall in all events equal the entire remaining
    principal balance of the Term Loan B. Notwithstanding the foregoing, the
    outstanding principal balance of the Term Loan B shall be due and payable in
    full on the Commitment Termination 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 B
    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 B" and, collectively, the "TERM NOTES B"), and, except
    as provided in SECTION 1.7, Borrower shall execute and deliver each Term Note B
    to the applicable Lender. Each Term Note B shall represent the obligation of
    Borrower to pay the amount of the applicable Lender's Term Loan B Commitment,
    together with interest thereon.

                                           2

             (b)      REVOLVING LOANS.
                      ----------------

                      (i) Each Revolving Lender agrees, severally and not jointly,
    to make available to Borrower from time to time until the Commitment Termination
    Date its Pro Rata Share of advances (each a "REVOLVING CREDIT ADVANCE")
    requested by Borrower hereunder. The Pro Rata Share of the Revolving Loan of any
    Revolving Lender (including, without duplication, Swing Line Loans) shall not at
    any time exceed its separate Revolving Loan Commitment. Revolving Credit
    Advances may be repaid and reborrowed; provided, that the amount of any
    Revolving Credit Advance to be made at any time shall not exceed Borrowing
    Availability. The Revolving Loans shall be repaid in full on the Commitment
    Termination Date. If requested by a Revolving Lender, Borrower shall execute and
    deliver to such Revolving Lender a note to evidence the Revolving Loan
    Commitment of that Revolving Lender. Each such note shall be in the maximum
    principal amount of the Revolving Loan Commitment of the applicable Revolving
    Lender, dated the Closing Date and substantially in the form of EXHIBIT
    1.1(b)(i) (as amended, modified, extended, substituted or replaced from time to
    time, each a "REVOLVING NOTE" and, collectively, the "REVOLVING NOTES"). If at
    any time the aggregate outstanding Revolving Loan exceeds the Borrowing Base
    (any such excess Revolving Loan is herein referred to as an "OVERADVANCE"),
    Lenders shall not be obligated to make Revolving Credit Advances, no additional
    Letters of Credit shall be issued and the Revolving Loan must be repaid
    immediately and Letters of Credit cash collateralized in an amount sufficient to
    eliminate any Overadvance. All Overadvances shall constitute Index Rate Loans
    and at the written request of Agent or the Requisite Lenders shall bear interest
    at the Index Rate plus the Revolving Loan Applicable Index Rate Margin and shall
    bear interest at the Default Rate only if not repaid within three (3) Business
    Days. For funding requests for Revolving Credit Advances to be funded as Index
    Rate Loans of $5,000,000 or less, written notice must be provided by 1:00 p.m.
    (New York time) on the Business Day on which the Revolving Credit Advance is to
    be made; for funding requests for Revolving Credit Advances to be funded as
    Index Rate Loans of more than $5,000,000, written notice must be provided by
    1:00 p.m. (New York time) on the Business Day before which the Revolving Credit
    Advance is to be made. All Revolving Credit Advances to be funded as LIBOR Loans
    require three (3) Business Days prior written notice. Written notices for all
    funding requests shall be in the form attached as EXHIBIT 1.1(b)(ii) ("NOTICE OF
    REVOLVING CREDIT ADVANCE").

             (c)      SWING LINE FACILITY.
                      --------------------

                      (i) Agent shall notify the Swing Line Lender upon Agent's
    receipt of any Notice of Revolving Credit Advance. Subject to the terms and
    conditions hereof, the Swing Line Lender may, in its discretion, make available
    from time to time until the Commitment Termination Date advances (each, a "SWING
    LINE ADVANCE") in accordance with any such notice. The provisions of this
    SECTION 1.1(c) shall not relieve Revolving Lenders of their obligations to make
    Revolving Credit Advances under SECTION 1.1(b); provided that if the Swing Line
    Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line
    Advance shall be in lieu of any Revolving Credit Advance that otherwise may be
    made by Revolving Lenders pursuant to such notice. Except as provided in SECTION
    1.1(b)(ii) above, the aggregate amount of Swing Line Advances outstanding shall
    not exceed at any time the lesser of (A) the Swing Line Commitment and (B)
    Borrowing Availability ("SWING LINE AVAILABILITY"). Until the Commitment

                                           3

     Termination Date, Borrower may from time to time borrow, repay and reborrow
    under this SECTION 1.1(c). Each Swing Line Advance shall be made pursuant to a
    Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance
    with SECTION 1.1(b). Unless the Swing Line Lender has received at least one (1)
    Business Day's prior written notice from Requisite Revolving Lenders instructing
    it not to make a Swing Line Advance, the Swing Line Lender shall,
    notwithstanding the failure of any condition precedent set forth in SECTION 2.2,
    be entitled to fund that Swing Line Advance, and to have each Revolving Lender
    make Revolving Credit Advances in accordance with SECTION 1.1(c)(iii) or
    purchase participating interests in accordance with SECTION 1.1(c)(iv).
    Notwithstanding any other provision of this Agreement or the other Loan
    Documents, the Swing Line Loan shall constitute an Index Rate Loan. Unless
    refunded as a Revolving Loan as provided in Section 1.1(c)(iii) below, Borrower
    shall repay the aggregate outstanding principal amount of the Swing Line Loan
    upon demand therefor by Agent. The entire unpaid balance of the Swing Line Loan
    and all other noncontingent Obligations shall be immediately due and payable in
    full in immediately available funds on the Commitment Termination Date if not
    sooner paid in full.

                      (ii) Borrower shall execute and deliver to the Swing Line
    Lender a promissory note to evidence the Swing Line Commitment. Such note shall
    be in the principal amount of the Swing Line Commitment of the Swing Line
    Lender, dated the Closing Date and substantially in the form of EXHIBIT 1.1(c)
    (as amended, modified, extended, substituted or replaced from time to time, the
    "SWING LINE NOTE"). The Swing Line Note shall represent the obligation of
    Borrower to pay the amount of the Swing Line Commitment or, if less, the
    aggregate unpaid principal amount of all Swing Line Advances made to Borrower
    together with interest thereon as prescribed in SECTION 1.2.

                      (iii) The Swing Line Lender, at any time and from time to time
    in its sole and absolute discretion but no less frequently than once each week,
    shall on behalf of Borrower (and Borrower hereby irrevocably authorizes the
    Swing Line Lender to so act on its behalf) request each Revolving Lender
    (including the Swing Line Lender) to make a Revolving Credit Advance to Borrower
    (which shall be an Index Rate Loan) in an amount equal to that Revolving
    Lender's Pro Rata Share of the principal amount of the Swing Line Loan (the
    "REFUNDED SWING LINE LOAN") outstanding on the date such notice is given. Unless
    any of the events described in SECTIONS 7.1(f) and 7.1(g) has occurred and is
    continuing (in which event the procedures of SECTION 1.1(c)(iv) shall apply) and
    regardless of whether the conditions precedent set forth in this Agreement to
    the making of a Revolving Credit Advance are then satisfied, each Revolving
    Lender shall disburse directly to Agent, its Pro Rata Share of a Revolving
    Credit Advance on behalf of the Swing Line Lender, prior to 3:00 p.m. (New York
    time), in immediately available funds on the Business Day next succeeding the
    date that notice is given. The proceeds of those Revolving Credit Advances shall
    be immediately paid to the Swing Line Lender and applied to repay the Refunded
    Swing Line Loan.

                      (iv) If, prior to refunding a Swing Line Loan with a Revolving
    Credit Advance pursuant to SECTION 1.1(c)(iii), one of the events described in
    SECTIONS 7.1(f) or 7.1(g) has occurred and is continuing, then, subject to the
    provisions of SECTION 1.1(c)(v) below, each Revolving Lender shall, on the date
    such Revolving Credit Advance was to have been made for the benefit of Borrower,
    purchase from the Swing Line Lender an undivided participation interest in the
    Swing Line Loan in an amount equal to its Pro Rata Share (determined with
    respect to Revolving Loans) of such Swing Line Loan. Upon request, each
    Revolving Lender shall promptly transfer to the Swing Line Lender, in
    immediately available funds, the amount of its participation interest.

                                           4

                      (v) Each Revolving Lender's obligation to make Revolving
    Credit Advances in accordance with SECTION 1.1(c)(iii) and to purchase
    participation interests in accordance with SECTION 1.1(c)(iv) shall be absolute
    and unconditional and shall not be affected by any circumstance, including (A)
    any setoff, counterclaim, recoupment, defense or other right that such Revolving
    Lender may have against the Swing Line Lender, Borrower or any other Person for
    any reason whatsoever; (B) the occurrence or continuance of any Default or Event
    of Default; (C) any inability of Borrower to satisfy the conditions precedent to
    borrowing set forth in this Agreement at any time or (D) any other circumstance,
    happening or event whatsoever, whether or not similar to any of the foregoing.
    Swing Line Lender shall be entitled to recover, on demand, from each Revolving
    Lender the amounts required pursuant to SECTIONS 1.1.(c)(iii) or 1.1(c)(iv), as
    the case may be. If any Revolving Lender does not make available such amounts to
    Agent or the Swing Line Lender, as applicable, the Swing Line Lender shall be
    entitled to recover, on demand, such amount from such Revolving Lender, together
    with interest thereon for each day from the date of non-payment until such
    amount is paid in full at the Federal Funds Rate for the first two Business Days
    and at the Index Rate thereafter.

             (d) LETTERS OF CREDIT. The Revolving Loan Commitment may, in addition
    to advances under the Revolving Loan, be utilized (subject to the limitations
    imposed by SECTION 1.1(A)), upon the request of Borrower, for the issuance of
    Letters of Credit. The parties hereto agree that the following letters of credit
    previously issued Wachovia Bank, National Association shall constitute Letters
    of Credit hereunder: (1) letter of credit no. SM211659W issued to Liberty Mutual
    in the face amount of $657,027 with an expiration date of December 6, 2006 and
    (2) letter of credit no. SM419633P issued to Safety National Casualty Corp. in
    the face amount of $750,000 with an expiration date of December 30, 2006.
    Immediately upon the issuance by an L/C Issuer of a Letter of Credit, and
    without further action on the part of Agent or any of the Lenders, each
    Revolving Lender shall be deemed to have purchased from such L/C Issuer a
    participation in such Letter of Credit (or in its obligation under a risk
    participation agreement with respect thereto) equal to such Revolving Lender's
    Pro Rata Share of the aggregate amount available to be drawn under such Letter
    of Credit.

                      (i) MAXIMUM AMOUNT. The aggregate amount of Letter of Credit
    Obligations with respect to all Letters of Credit outstanding or unreimbursed at
    any time shall not exceed $7,500,000 ("L/C SUBLIMIT").

                      (ii) REIMBURSEMENT. Borrower shall be irrevocably and
    unconditionally obligated forthwith without presentment, demand, protest or
    other formalities of any kind, to reimburse any L/C Issuer on demand in
    immediately available funds for any amounts paid by such L/C Issuer with respect
    to a Letter of Credit, including all reimbursement payments, Fees, Charges,
    costs and expenses paid by such L/C Issuer, without duplication of fees
    otherwise paid by Borrower. Borrower hereby authorizes and directs Agent, at
    Agent's option, to debit Borrower's account (by increasing the outstanding
    principal balance of the Revolving Credit Advances or Swing Line Advances made
    to Borrower) in the amount of any payment made by an L/C Issuer with respect to

                                           5

     any Letter of Credit, and a Notice of Revolving Credit Advance requesting an
    Index Rate Loan in such amount shall be deemed to have been timely given on such
    date. All amounts paid by an L/C Issuer with respect to any Letter of Credit
    that are not immediately repaid by Borrower with the proceeds of a Revolving
    Credit Advance, Swing Line Advance or otherwise shall bear interest payable on
    demand at the interest rate applicable to Revolving Credit Advances which are
    Index Rate Loans plus, at the election of Agent or Requisite Revolving Lenders,
    an additional two percent (2.00%) per annum. Each Revolving Lender agrees to
    fund its Pro Rata Share of any Revolving Loan made pursuant to this SECTION
    1.1(d)(ii). In the event Agent elects not to debit Borrower's account and
    Borrower fails to reimburse the L/C Issuer in full on the date of any payment in
    respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender
    of the amount of such unreimbursed payment and the accrued interest thereon and
    each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York
    time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in
    same day funds. Each Revolving Lender hereby absolutely and unconditionally
    agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving
    Lender's Pro Rata Share of each payment made by the L/C Issuer in respect of a
    Letter of Credit and reimbursed within one (1) Business Day by Borrower or
    satisfied through a debit of Borrower's account. Each Revolving Lender
    acknowledges and agrees that its obligations pursuant to this subsection in
    respect of Letters of Credit are absolute and unconditional and shall not be
    affected by any circumstance whatsoever, including setoff, counterclaim, the
    occurrence and continuance of a Default or an Event of Default or any failure by
    Borrower to satisfy any of the conditions set forth in SECTION 2.2. If any
    Revolving Lender fails to make available to the L/C Issuer the amount of such
    Revolving Lender's Pro Rata Share of any payments made by the L/C Issuer in
    respect of a Letter of Credit as provided in this SECTION 1.1(d)(ii), the L/C
    Issuer shall be entitled to recover such amount on demand from such Revolving
    Lender together with interest at the Index Rate.

                      (iii) REQUEST FOR LETTERS OF CREDIT. Borrower shall give Agent
    at least three (3) Business Days prior written notice specifying the date a
    Letter of Credit is requested to be issued, the amount and the name and address
    of the beneficiary and a description of the transactions proposed to be
    supported thereby, and the expiry date (or extended expiry date) of the Letter
    of Credit. Each request by Borrower for the issuance of a Letter of Credit shall
    be in the form of EXHIBIT 1.1(d). If Agent informs Borrower that the L/C Issuer
    cannot issue the requested Letter of Credit directly, Borrower may request that
    L/C Issuer arrange for the issuance of the requested Letter of Credit under a
    risk participation agreement with another financial institution reasonably
    acceptable to Agent, L/C Issuer and Borrower. The issuance of any Letter of
    Credit under this Agreement shall be subject to satisfaction of the conditions
    set forth in SECTION 2.2 and the conditions that the Letter of Credit (i)
    supports a transaction benefiting Borrower or its wholly-owned Subsidiaries and
    (ii) is in a form, is for an amount and contains such terms and conditions as
    are reasonably satisfactory to the L/C Issuer and, in the case of standby
    letters of credit, Agent. The initial notice requesting the issuance of a Letter
    of Credit shall be accompanied by the form of the Letter of Credit and the
    Master Standby Agreement or Master Documentary Agreement, as applicable, and an
    application for a Letter of Credit, if any, then required by the L/C Issuer
    completed in a manner reasonably satisfactory to such L/C Issuer. If any
    provision of any application or reimbursement agreement is inconsistent with the
    terms of this Agreement, then the provisions of this Agreement, to the extent of
    such inconsistency, shall control.

                                           6

                      (iv) EXPIRATION DATES OF LETTERS OF CREDIT. The expiration
    date of each Letter of Credit shall be on a date which is not later than the
    earlier of (a) one year from its date of issuance or (b) the tenth (10th) day
    prior to the date set forth in clause (a) of the definition of the term
    Commitment Termination Date. Notwithstanding the foregoing, a Letter of Credit
    may provide for automatic extensions of its expiration date for one (1) or more
    successive one (1) year periods provided that upon not less than 30 days written
    notice to Borrower, the L/C Issuer has the right to terminate such Letter of
    Credit on each such annual expiration date and no renewal term may extend the
    term of the Letter of Credit to a date that is later than the tenth (10th) day
    prior to the date set forth in clause (a) of the definition of the term
    Commitment Termination Date. The L/C Issuer may elect not to renew any such
    Letter of Credit and, upon direction by Agent or Requisite Revolving Lenders,
    shall not renew any such Letter of Credit at any time during the continuance of
    an Event of Default, provided that, in the case of a direction by Agent or
    Requisite Revolving Lenders, the L/C Issuer receives such directions prior to
    the date notice of non-renewal is required to be given by the L/C Issuer and the
    L/C Issuer has had a reasonable period of time to act on such notice.

                      (v) OBLIGATIONS ABSOLUTE. The obligation of Borrower to
    reimburse the L/C Issuer, Agent and Lenders for payments made in respect of
    Letters of Credit issued by the L/C Issuer shall be unconditional and
    irrevocable and shall be paid under all circumstances strictly in accordance
    with the terms of this Agreement, including the following circumstances: (a) any
    lack of validity or enforceability of any Letter of Credit; (b) any amendment or
    waiver of or any consent or departure from all or any of the provisions of any
    Letter of Credit or any Loan Document; (c) the existence of any claim, set-off,
    defense or other right which Borrower, any of its Subsidiaries or Affiliates or
    any other Person may at any time have against any beneficiary of any Letter of
    Credit, Agent, any L/C Issuer, any Lender or any other Person, whether in
    connection with this Agreement, any other Loan Document or any other related or
    unrelated agreements or transactions; (d) any draft or other document presented
    under any Letter of Credit proving to be forged, fraudulent, invalid or
    insufficient in any respect or any statement therein being untrue or inaccurate
    in any respect; (e) payment under any Letter of Credit against presentation of a
    draft or other document that does not substantially comply with the terms of
    such Letter of Credit; or (f) any other act or omission to act or delay of any
    kind of any L/C Issuer, Agent, any Lender or any other Person or any other event
    or circumstance whatsoever that might, but for the provisions of this SECTION
    1.1(d)(v), constitute a legal or equitable discharge of Borrower's obligations
    hereunder. Without limiting the generality of the foregoing, it is expressly
    understood and agreed by Borrower that the absolute and unconditional obligation
    of Borrower to Agent and Lenders hereunder to reimburse payments made under a
    Letter of Credit will not be excused by the gross negligence or willful
    misconduct of the L/C Issuer. However, the foregoing shall not be construed to
    excuse an L/C Issuer from claims which Borrower may assert against the L/C
    Issuer subject to the terms of the Master Standby Agreement or the Master
    Documentary Agreement.

                      (vi) OBLIGATIONS OF L/C ISSUERS. Each L/C Issuer (other than
    GE Capital) hereby agrees that it will not issue a Letter of Credit hereunder
    until it has provided Agent with written notice specifying the amount and
    intended issuance date of such Letter of Credit and Agent has returned a written
    acknowledgment of such notice to L/C Issuer (such notices and acknowledgements
    to be given promptly). Each L/C Issuer (other than GE Capital) further agrees to
    provide to Agent: (a) a copy of each Letter of Credit issued by such L/C Issuer

                                           7

     promptly after its issuance; (b) a weekly report summarizing available amounts
    under Letters of Credit issued by such L/C Issuer, the dates and amounts of any
    draws under such Letters of Credit, the effective date of any increase or
    decrease in the face amount of any Letters of Credit during such week and the
    amount of any unreimbursed draws under such Letters of Credit; and (c) such
    additional information reasonably requested by Agent from time to time with
    respect to the Letters of Credit issued by such L/C Issuer.

             (e)      SWAP RELATED REIMBURSEMENT OBLIGATIONS.
                      ---------------------------------------

                      (i) Borrower agrees to reimburse GE Capital in immediately
    available funds in the amount of any payment made by GE Capital under a Swap
    Related L/C (such reimbursement obligation, whether contingent upon payment by
    GE Capital under the Swap Related L/C or otherwise, being herein called a "SWAP
    RELATED REIMBURSEMENT OBLIGATION"). No Swap Related Reimbursement Obligation for
    any Swap Related L/C may exceed the amount of the payment obligations owed by
    Borrower under the interest rate protection or hedging agreement or transaction
    supported by the Swap Related L/C.

                      (ii) A Swap Related Reimbursement Obligation shall be due and
    payable by Borrower within one (1) Business Day after the date on which the
    related payment is made by GE Capital under the Swap Related L/C.

                      (iii) Any Swap Related Reimbursement Obligation shall, during
    the period in which it is unpaid, bear interest at the rate per annum equal to
    the LIBOR Rate plus one percent (1%), as if the unpaid amount of the Swap
    Related Reimbursement Obligation were a LIBOR Loan, and not at any otherwise
    applicable Default Rate. Such interest shall be payable upon demand. The
    following additional provisions apply to the calculation and charging of
    interest by reference to the LIBOR Rate:

                               (A) The LIBOR Rate shall be determined for each
             successive one-month LIBOR Period during which the Swap Related
             Reimbursement Obligation is unpaid, notwithstanding the occurrence of
             any Event of Default and even if the LIBOR Period were to extend beyond
             the Commitment Termination Date.

                               (B) If a Swap Related Reimbursement Obligation is
             paid during a monthly period for which the LIBOR Rate is determined,
             interest shall be pro-rated and charged for the portion of the monthly
             period during which the Swap Related Reimbursement Obligation was
             unpaid. SECTION 1.2(d) shall not apply to any payment of a Swap Related
             Reimbursement Obligation during the monthly period.

                               (C) Notwithstanding the last sentence of the
             definition of "LIBOR Rate", with respect to Swap Related Reimbursement
             Obligations if the LIBOR Rate is no longer available from Telerate News
             Service, the LIBOR Rate shall be determined by GE Capital from such
             financial reporting service or other information available to GE
             Capital as in GE Capital's reasonable discretion indicates GE Capital's
             cost of funds.

                      (iv) Except as provided in the foregoing provisions of this
    SECTION 1.1(e) and in SECTION 1.3(e), Borrower shall not be obligated to pay to
    GE Capital or any of its Affiliates any Letter of Credit Fee, or any other fees,

                                           8

     charges or expenses, in respect of a Swap Related L/C or arranging for any
    interest rate protection or hedging agreement or transaction supported by the
    Swap Related L/C. GE Capital and its Affiliates shall look to the beneficiary of
    a Swap Related L/C for payment of any such letter of credit fees or other fees,
    charges or expenses and such beneficiary may factor such fees, charges, or
    expenses into the pricing of any interest rate protection or hedging arrangement
    or transaction supported by the Swap Related L/C.

                      (v) If any Swap Related L/C is revocable prior to its
    scheduled expiry date, GE Capital agrees not to cause or permit the Swap Related
    L/C to be revoked unless the Commitment Termination Date or an Event of Default
    has occurred.

                      (vi) GE Capital or any of its Affiliates shall be permitted to
    (i) provide confidential or other information furnished to it by any of the
    Credit Parties (including, without limitation, copies of any documents and
    information in or referred to in the Closing Checklist, Financial Statements and
    Compliance Certificates) to a beneficiary or potential beneficiary of a Swap
    Related L/C and (ii) receive confidential or other information from the
    beneficiary or potential beneficiary relating to any agreement or transaction
    supported or to be supported by the Swap Related L/C. However, no confidential
    information shall be provided to any Person under this paragraph unless the
    Person has agreed to comply with the covenant substantially as contained in
    SECTION 9.13 of this Agreement.

                      (f) FUNDING AUTHORIZATION. The proceeds of all Loans made
    pursuant to this Agreement subsequent to the Closing Date are to be funded by
    Agent by wire transfer to the account designated by Borrower below (the
    "DISBURSEMENT ACCOUNT"):

                      Bank:             City National Bank
                      ABA No.:          122016066
                      Bank Address:     400 N. Roxbury Dr., Beverly Hills, CA
                                            90210-5002
                      Account No.:      001-477-951
                      Reference:        Radnet Management, Inc.

    Borrower shall provide Agent with written notice of any change in the foregoing
    instructions at least three (3) Business Days before the desired effective date
    of such change.

             1.2      INTEREST AND APPLICABLE MARGINS.
                      --------------------------------

                      (a) Borrower shall pay interest to Agent, for the ratable
    benefit of Lenders with respect to the various Loans made by each Lender (or in
    the case of the Swing Line Loan, for the benefit of the Swing Line Lender), in
    arrears on each applicable Interest Payment Date, at the following rates: (i)
    with respect to the Revolving Credit Advances which are designated as Index Rate
    Loans (and for all other Obligations not otherwise set forth below), the Index
    Rate plus the Applicable Revolver Index Margin per annum or, with respect to
    Revolving Credit Advances which are designated as LIBOR Loans, at the election
    of Borrower, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin
    per annum; (ii) with respect to such portion of the Term Loan B designated as an
    Index Rate Loan, the Index Rate plus the Applicable Term Loan B Index Margin per

                                           9

     annum or, with respect to such portion of the Term Loan B designated as a LIBOR
    Loan, the applicable LIBOR Rate plus the Applicable Term Loan B LIBOR Margin per
    annum; and (iii) with respect to the Swing Line Loan, the Index Rate plus the
    Applicable Revolver Index Margin per annum.

       The Applicable Margins are as follows:

                 Applicable Revolver Index Margin                      2.00%

                 Applicable Revolver LIBOR Margin                      3.50%

                 Applicable Term Loan B Index Margin                   2.00%

                 Applicable Term Loan B LIBOR Margin                   3.50%

                 Applicable L/C Margin                                 3.50%

                 Applicable Unused Line Fee Margin                     0.50%

                      (b) If any payment on any Loan becomes due and payable on a
    day other than a Business Day, the maturity thereof will be extended to the next
    succeeding Business Day (except as set forth in the definition of LIBOR Period)
    and, with respect to payments of principal, interest thereon shall be payable at
    the then applicable rate during such extension.

                      (c) All computations of Fees calculated on a per annum basis
    and interest shall be made by Agent on the basis of a 360-day year, in each case
    for the actual number of days occurring in the period for which such Fees and
    interest are payable. The Index Rate is a floating rate determined for each day.
    Each determination by Agent of an interest rate and Fees hereunder shall be
    presumptive evidence of the correctness of such rates and Fees.

                      (d) So long as an Event of Default has occurred and is
    continuing under SECTION 7.1(a), (f) or (g) and without notice of any kind, or
    so long as any other Event of Default has occurred and is continuing and at the
    election of Agent (or upon the written request of Requisite Lenders) confirmed
    by written notice from Agent to Borrower, the interest rates applicable to the
    Loans and the Letter of Credit Fee shall be increased by two percentage points
    (2%) per annum above the rates of interest or the rate of such Fee otherwise
    applicable hereunder ("DEFAULT RATE"), and the outstanding principal balance of
    the Loans shall bear interest at the Default Rate applicable to such
    Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue
    from the initial date of such Event of Default until that Event of Default is
    cured or waived and shall be payable upon demand, but in any event, shall be
    payable on the next regularly scheduled payment date set forth herein for such
    Obligation.

                      (e) Borrower shall have the option to (i) request that any
    Revolving Credit Advance be made as a LIBOR Loan, (ii) convert at any time all
    or any part of outstanding Loans (other than the Swing Line Loan) from Index
    Rate Loans to LIBOR Loans, (iii) convert any LIBOR Loan to an Index Rate Loan,
    subject to payment of the LIBOR Breakage Costs in accordance with SECTION 1.3(d)
    if such conversion is made prior to the expiration of the LIBOR Period
    applicable thereto, or (iv) continue all or any portion of any Loan (other than

                                           10

     the Swing Line Loan) as a LIBOR Loan upon the expiration of the applicable LIBOR
    Period and the succeeding LIBOR Period of that continued Loan shall commence on
    the first day after the last day of the LIBOR Period of the Loan to be
    continued. Any Loan or group of Loans having the same proposed LIBOR Period to
    be made or continued as, or converted into, a LIBOR Loan must be in a minimum
    amount of $5,000,000 and integral multiples of $500,000 in excess of such
    amount. Any such election must be made by 1:00 p.m. (New York time) on the 3rd
    Business Day prior to (1) the date of any proposed Revolving Credit Advance
    which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period
    with respect to any LIBOR Loans to be continued as such, or (3) the date on
    which Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR
    Period designated by Borrower in such election. If no election is received with
    respect to a LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day
    prior to the end of the LIBOR Period with respect thereto, that LIBOR Loan shall
    be converted to an Index Rate Loan at the end of its LIBOR Period. Borrower must
    make such election by notice to Agent in writing, by fax or overnight courier
    (or by telephone, to be confirmed in writing on such day). In the case of any
    conversion or continuation, such election must be made pursuant to a written
    notice (a "NOTICE OF CONVERSION/CONTINUATION") in the form of EXHIBIT 1.2(e). No
    Loan shall be made, converted into or continued as a LIBOR Loan, if an Event of
    Default has occurred and is continuing and Agent or Requisite Lenders have
    determined not to make or continue any Loan as a LIBOR Loan as a result thereof.
    No Loan may be made as or converted into a LIBOR Loan until the earlier of (i)
    45 days after the Closing Date or (ii) completion of the primary syndication as
    determined by Agent.

                      (f) Notwithstanding anything to the contrary set forth in this
    SECTION 1.2, if a court of competent jurisdiction determines in a final order
    that the rate of interest payable hereunder exceeds the highest rate of interest
    permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum
    Lawful Rate would be so exceeded, the rate of interest payable hereunder shall
    be equal to the Maximum Lawful Rate; provided, however, that if at any time
    thereafter the rate of interest payable hereunder is less than the Maximum
    Lawful Rate, Borrower shall continue to pay interest hereunder at the Maximum
    Lawful Rate until such time as the total interest received by Agent, on behalf
    of Lenders, is equal to the total interest that would have been received had the
    interest rate payable hereunder been (but for the operation of this paragraph)
    the interest rate payable since the Closing Date as otherwise provided in this
    Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of
    interest and in the manner provided in SECTIONS 1.2(a) through (e), unless and
    until the rate of interest again exceeds the Maximum Lawful Rate, and at that
    time this paragraph shall again apply. In no event shall the total interest
    received by any Lender pursuant to the terms hereof exceed the amount that such
    Lender could lawfully have received had the interest due hereunder been
    calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum
    Lawful Rate is calculated pursuant to this paragraph, such interest shall be
    calculated at a daily rate equal to the Maximum Lawful Rate divided by the
    number of days in the year in which such calculation is made. If,
    notwithstanding the provisions of this SECTION 1.2(f), a court of competent
    jurisdiction shall determine by a final, non-appealable order that a Lender has
    received interest hereunder in excess of the Maximum Lawful Rate, Agent shall,
    to the extent permitted by applicable law, promptly apply such excess as
    specified in SECTION 1.5(e) and thereafter shall refund any excess to Borrower
    or as such court of competent jurisdiction may otherwise order.

                                           11

             1.3      FEES.
                      -----

                      (a) 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 (the "GE CAPITAL FEE LETTER"), at the times
    specified for payment therein.

                      (b) UNUSED LINE FEE. As additional compensation for the
    Revolving Lenders, Borrower shall pay to Agent, for the ratable benefit of such
    Lenders, in arrears, on the first Business Day of each month prior to the
    Commitment Termination Date and on the Commitment Termination Date, a fee for
    Borrower's non-use of available funds in an amount equal to the Applicable
    Unused Line Fee Margin per annum multiplied by the difference between (x) the
    Maximum Amount (as it may be reduced from time to time) and (y) the average for
    the period of the daily closing balances of the Revolving Loan (including,
    without duplication, Swing Line Loans) outstanding during the period for which
    such Fee is due.

                      (c) LETTER OF CREDIT FEE. Borrower agrees to pay to Agent for
    the benefit of Revolving Lenders, as compensation to such Revolving Lenders for
    Letter of Credit Obligations incurred hereunder, (i) without duplication of
    costs and expenses otherwise payable to Agent or Lenders hereunder, all
    reasonable costs and expenses, without duplication of fees otherwise paid by
    Borrower, incurred by Agent or any Lender on account of such Letter of Credit
    Obligations, and (ii) for each month during which any Letter of Credit
    Obligation shall remain outstanding, a fee (the "LETTER OF CREDIT FEE") in an
    amount equal to the product of the average daily undrawn face amount of all
    Letters of Credit issued, guaranteed or supported by risk participation
    agreements multiplied by a per annum rate equal to the Applicable L/C Margin
    from time to time in effect. Such fee shall be paid to Agent for the benefit of
    the Revolving Lenders in arrears, on the first Business Day of each month and on
    the Commitment Termination Date. In addition, Borrower shall pay to any L/C
    Issuer, on demand, such reasonable fees, without duplication of fees otherwise
    payable hereunder (including all per annum fees), charges and expenses of such
    L/C Issuer in respect of the issuance, negotiation, acceptance, amendment,
    transfer and payment of such Letter of Credit or otherwise payable pursuant to
    the application and related documentation under which such Letter of Credit is
    issued.

                      (d) LIBOR BREAKAGE COSTS. Upon (i) any default by Borrower in
    making any borrowing of, conversion into or continuation of any LIBOR Loan
    following Borrower's delivery to Agent of any LIBOR Loan request in respect
    thereof or (ii) any payment of a LIBOR Loan on any day that is not the last day
    of the LIBOR Period applicable thereto (regardless of the source of such
    prepayment and whether voluntary, by acceleration or otherwise), Borrower shall
    pay Agent, for the benefit of all Lenders that funded or were prepared to fund
    any such LIBOR Loan, LIBOR Breakage Costs, if applicable.

                      (e) EXPENSES AND ATTORNEYS' FEES. Borrower agrees to pay all
    reasonable, out-of-pocket fees, charges, costs and expenses (including
    reasonable attorneys' fees and expenses) incurred by Agent in connection with
    any matters contemplated by or arising out of the Loan Documents, in connection
    with the examination, review, due diligence investigation, documentation,
    negotiation, closing and syndication of the transactions contemplated herein and
    in connection with the continued administration of the Loan Documents including
    any amendments, modifications, consents and waivers. Borrower agrees to promptly
    pay all reasonable, out-of-pocket fees, charges, costs and expenses (including

                                           12

     fees, charges, costs and expenses of attorneys, auditors, appraisers,
    consultants and advisors) incurred by Agent in connection with any amendment,
    waiver, consent with respect to the Loan Documents, Event of Default, work-out
    or action to enforce any Loan Document or to collect any payments due from
    Borrower or any other Credit Party. In addition, in connection with any work-out
    or action to enforce any Loan Document or to collect any payments due from
    Borrower or any other Credit Party, Borrower agrees to promptly pay all
    reasonable fees, charges, costs and expenses, including, without limitation,
    reasonable attorneys' fees, incurred by Lenders. All fees, charges, costs and
    expenses for which Borrower is responsible under this SECTION 1.3(E) shall be
    deemed part of the Obligations when incurred, payable in accordance with the
    penultimate sentence of SECTION 1.4 and secured by the Collateral.

             1.4      PAYMENTS
                      --------

             All payments by Borrower of the Obligations shall be without deduction,
    defense, setoff or counterclaim and shall be made in same day funds and
    delivered to Agent, for the benefit of Agent and Lenders, as applicable, by wire
    transfer to the account identified on ANNEX E such other place as Agent may from
    time to time designate in writing.

             Borrower shall receive credit on the day of receipt for funds received
    by Agent by 2:00 p.m. (New York time). In the absence of timely receipt, such
    funds shall be deemed to have been paid on the next Business Day. Whenever any
    payment to be made hereunder shall be stated to be due on a day that is not a
    Business Day, the payment may be made on the next succeeding Business Day and
    such extension of time shall be included in the computation of the amount of
    interest and Fees due hereunder.

             Borrower hereby authorizes Lenders to make Revolving Credit Advances or
    Swing Line Advances for the payment of Scheduled Installments, interest, Fees
    and expenses, Letter of Credit reimbursement obligations and any amounts
    required to be deposited with respect to outstanding Letter of Credit
    Obligations pursuant to SECTIONS 1.5(f) OR 7.3; provided, that so long as no
    Event of Default has occurred and is continuing, expense reimbursements pursuant
    to SECTION 1.3(e) shall be payable 10 days after notice thereof to Borrower (and
    otherwise such expense reimbursements shall be payable upon demand).

             1.5      PREPAYMENTS.
                      ------------

                      (a) VOLUNTARY PREPAYMENTS OF LOANS. At any time, Borrower may
    prepay the Loans, in whole or in part, without premium or penalty subject to the
    payment of LIBOR Breakage Costs, if applicable. Prepayments of Term Loan B shall
    be applied in accordance with SECTION 1.5(e).

                      (b) PREPAYMENTS FROM EXCESS CASH FLOW. Within one hundred
    (100) days after the end of each Fiscal Year commencing with the Fiscal Year
    ended December 31, 2007, Borrower shall prepay the Loans in an amount equal to
    seventy-five percent (75%) of the Excess Cash Flow for such Fiscal Year. The
    calculation shall be based on the audited Financial Statements for Holdings and
    its Subsidiaries. Any prepayments from Excess Cash Flow paid pursuant to this
    SECTION 1.5(b) shall be applied in accordance with SECTION 1.5(e).

                                           13

                      (c) PREPAYMENTS FROM ASSET DISPOSITIONS. Immediately upon
    receipt of any Net Proceeds in excess of $1,000,000 in the aggregate during any
    Fiscal Year, Borrower shall prepay the Loans in an amount equal to such Net
    Proceeds, except that Borrower or its Subsidiaries may reinvest all Net Proceeds
    of any such Asset Disposition, within one hundred eighty (180) days, in fixed
    assets. If Borrower does not intend to so reinvest such Net Proceeds or if the
    period set forth in the immediately preceding sentence expires without Borrower
    having reinvested the Net Proceeds of any such Asset Disposition, Borrower shall
    prepay the Loans in an amount equal to such remaining Net Proceeds in accordance
    with SECTION 1.5(e).

                      (d) PREPAYMENTS FROM ISSUANCE OF SECURITIES. 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
    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.

                      (e) APPLICATION OF PROCEEDS. With respect to any prepayments
    made by Borrower pursuant to SECTIONS 1.5(b), 1.5(c) and SECTION 1.5(d) and any
    payments of Term Loan B pursuant to SECTION 1.5(a), such prepayments shall be
    applied as follows: first, in payment of the Term Loan B in the inverse order of
    maturity of the Scheduled Installments until the Term Loan B shall have been
    prepaid in full; second, to any unpaid Swap Related Reimbursement Obligations
    and Obligations then due and owing with respect to Interest Rate Agreements,
    ratably to the aggregate combined balance of the unpaid Swap Related
    Reimbursement Obligations and Obligations then due and owing with respect to
    Interest Rate Agreements; third to reduce the outstanding principal balance of
    the Swing Line Loan outstanding to Borrower until the same has been repaid in
    full; and fourth, to the Revolving Credit Advances outstanding to Borrower until
    the same has been repaid in full with a corresponding permanent reduction of the
    Revolving Loan Commitment. Considering each type of Loan being prepaid
    separately, any such prepayment shall be applied first to Index Rate Loans of
    the type required to be prepaid before application to LIBOR Loans of the type
    required to be prepaid, in each case in a manner which minimizes any resulting
    LIBOR Breakage Costs.

                      (f) LETTER OF CREDIT OBLIGATIONS. In the event any Letters of
    Credit are outstanding at the time that the Revolving Loan Commitment is
    terminated, Borrower shall deposit with Agent for the benefit of all Revolving
    Lenders cash in an amount equal to 105% of the aggregate outstanding Letter of
    Credit Obligations to be available to Agent to reimburse payments of drafts
    drawn under such Letters of Credit and pay any Fees and expenses related
    thereto.

                                           14

                      (g) PRIMEDEX SUBORDINATED NOTES. In the event that the amount
    required to redeem the Primedex Subordinated Notes (the "Required Amount") is
    less than $15,626,464 (the "Target Amount"), Borrower shall, promptly upon the
    redemption of the Primedex Subordinated Notes, prepay the outstanding Revolving
    Credit Advances in an amount equal to the positive difference between the
    Required Amount and the Target Amount (but such prepayment shall not require a
    permanent reduction of the Revolving Loan Commitment).

             1.6      MATURITY.
                      ---------

             All of the Obligations shall become due and payable as otherwise set
    forth herein, but in any event all of the remaining Obligations shall become due
    and payable upon the Commitment Termination Date. Until the Termination Date,
    Agent shall be entitled to retain the Liens on the Collateral granted under the
    Collateral Documents and the ability to exercise all rights and remedies
    available to them under the Loan Documents and applicable laws. Notwithstanding
    anything contained in this Agreement to the contrary, upon any termination of
    the Revolving Loan Commitment, all of the Obligations (other than contingent
    indemnification obligations as to which no claim has been asserted) shall be due
    and payable.

             1.7      LOAN ACCOUNTS.
                      --------------

             Agent shall maintain a loan account (the "LOAN ACCOUNT") on its books
    to record: the name and federal employer identification number of each Lender,
    all Advances and the Term Loan B, all payments made by Borrower, and all other
    debits and credits as provided in this Agreement with respect to the Loans or
    any other Obligations. All entries in the Loan Account shall be made in
    accordance with Agent's customary accounting practices as in effect from time to
    time. The balance in the Loan Account, as recorded on Agent's most recent
    printout or other written statement, shall, absent manifest error, be
    presumptive evidence of the amounts due and owing to Agent and Lenders by
    Borrower; PROVIDED that any failure to so record or any error in so recording
    shall not limit or otherwise affect (other than to the extent of such error)
    Borrower's duty to pay the Obligations. Agent shall render to Borrower a monthly
    accounting of transactions with respect to the Loans setting forth the balance
    of the Loan Account for the immediately preceding month. Unless Borrower
    notifies Agent in writing of any objection to any such accounting (specifically
    describing the basis for such objection), within forty-five (45) days after the
    date thereof, each and every such accounting shall, absent manifest error, be
    presumptive evidence of all matters reflected therein. Only those items
    expressly objected to in such notice shall be deemed to be disputed by Borrower.
    Notwithstanding any provision herein contained to the contrary, any Lender may
    elect (which election may be revoked) to dispense with the issuance of Notes to
    that Lender and may rely on the Loan Account as evidence of the amount of
    Obligations from time to time owing to it.

             1.8      YIELD PROTECTION.
                      -----------------

                      (a) CAPITAL ADEQUACY AND OTHER ADJUSTMENTS. In the event that
    any Lender shall have determined that the adoption after the date hereof of any
    law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or
    order regarding capital adequacy, reserve requirements or similar requirements
    or compliance by any Lender or any corporation controlling such Lender with any
    request or directive regarding capital adequacy, reserve requirements or similar
    requirements (whether or not having the force of law and whether or not failure
    to comply therewith would be unlawful) from any central bank or governmental
    agency or body having jurisdiction does or shall have the effect of increasing

                                           15

     the amount of capital, reserves or other funds required to be maintained by such
    Lender or any corporation controlling such Lender and thereby reducing the rate
    of return on such Lender's or such corporation's capital as a consequence of its
    obligations hereunder, then Borrower shall from time to time within fifteen (15)
    days after notice and demand from such Lender (together with the certificate
    referred to in the next sentence and with a copy to Agent) pay to Agent, for the
    account of such Lender, additional amounts sufficient to compensate such Lender
    for such reduction; provided that if the respective Lender has unreasonably
    delayed or withheld such notice and demand, the respective Lender shall not be
    entitled to receive additional payments pursuant to this Section 1.8(a) for
    periods occurring prior to the 180th day before the receipt of such notice and
    demand. A certificate as to the amount of such cost and showing the basis of the
    computation of such cost submitted by such Lender to Borrower and Agent shall be
    presumptive evidence of the matters set forth therein.

                      (b) INCREASED LIBOR FUNDING COSTS; ILLEGALITY. Notwithstanding
    anything to the contrary contained herein, if the introduction of or any change
    in any law, rule, regulation, treaty or directive (or any change in the
    interpretation thereof) after the date hereof shall make it unlawful, or any
    central bank or other Governmental Authority shall assert that it is unlawful,
    for any Lender to agree to make or to make or to continue to fund or maintain
    any LIBOR Loan, then, unless that Lender is able to make or to continue to fund
    or to maintain such LIBOR Loan at another branch or office of that Lender
    without, in that Lender's opinion, adversely affecting it or its Loans or the
    income obtained therefrom, on notice thereof and demand therefor by such Lender
    to Borrower through Agent, (i) the obligation of such Lender to agree to make or
    to make or to continue to fund or maintain LIBOR Loans shall terminate and (ii)
    Borrower shall forthwith prepay in full each such outstanding LIBOR Loans owing
    to such Lender, together with interest accrued thereon, unless Borrower, within
    five (5) Business Days after the delivery of such notice and demand, converts
    all LIBOR Loans into Index Rate Loans. If, after the date hereof, the
    introduction of, change in or interpretation of any law, rule, regulation,
    treaty or directive would impose or increase reserve requirements (other than as
    taken into account in the definition of LIBOR) and the result of any of the
    foregoing is to increase the cost to Agent or any such Lender of issuing any
    Letter of Credit or making or continuing any Loan hereunder, as the case may be,
    or to reduce any amount receivable hereunder, then Borrower shall from time to
    time within fifteen (15) days after notice and demand from Agent (together with
    the certificate referred to in the next sentence) pay to Agent for the account
    of all such affected Lenders additional amounts sufficient to compensate such
    Lenders for such increased cost; provided that Borrower shall not be liable to
    pay for any such amounts incurred or accrued more than one hundred eighty (180)
    days prior to the date on which notice of the event giving rise to the
    obligation to make such payment is given to Borrower, and provided further, that
    such Lender shall not be entitled to any such additional amounts unless such
    Lender is imposing similar types of assessments on other similarly situated
    borrowers. A certificate as to the amount of such cost and showing the basis of
    the computation of such cost submitted by Agent on behalf of all such affected
    Lenders to Borrower shall be presumptive evidence of the matters set forth
    therein.

             1.9      TAXES.
                      ------

                      (a) NO DEDUCTIONS; OTHER TAXES. Any and all payments or
    reimbursements made hereunder or under any other Loan Documents shall be made
    free and clear of and without deduction for any and all Charges, present or

                                           16

     future, taxes, levies, imposts, deductions or withholdings, and all liabilities
    with respect thereto (including any interest, additions to tax or penalties
    applicable thereto) of any nature whatsoever imposed by any Governmental
    Authority ("TAXES"), excluding (a) such Taxes to the extent imposed on or
    measured by Agent's or a Lender's net income (and franchise taxes, branch
    profits taxes, taxes on doing business or other taxes imposed in lieu thereof)
    as a result of a connection between such Agent or Lender and the jurisdiction of
    the Governmental Authority imposing such Tax or any political subdivision or
    taxing authority thereof or therein (other than any such connection that would
    not have arisen but for such Agent or Lender having executed, delivered,
    performed its obligations or received a payment under, or enforced, this
    Agreement or any other Loan Document) and (b) any United States federal
    withholding tax that is imposed on amounts payable to a Foreign Lender at the
    time such Foreign Lender becomes a party to this Agreement or is attributable to
    such Foreign Lender's failure (other than as a result of a change in law, rule,
    regulation or treaty or in the administration, interpretation or application
    thereof by any Governmental Authority) to comply with SECTION 1.9(c), except to
    the extent that such Foreign Lender's assignor (if any) was entitled, at the
    time of assignment, to receive additional amounts from the Borrower with respect
    to such withholding tax pursuant to this SECTION 1.9(a) (collectively, "EXCLUDED
    Taxes," and all such non-Excluded Taxes being referred to herein as
    "NON-EXCLUDED TAXES"). If Borrower shall be required by law to deduct any
    Non-Excluded Taxes or Other Taxes from or in respect of any sum payable
    hereunder or under any other Loan Document to any Lender or Agent, then the sum
    payable hereunder shall be increased as may be necessary so that, after making
    all required deductions (including deductions applicable to additional sums
    payable pursuant to this SECTION 1.9), such Lender or Agent receives an amount
    equal to the sum it would have received had no such deductions been made. If any
    amounts are payable in respect of Non-Excluded Taxes or Other Taxes pursuant to
    the preceding sentence, Borrower agrees to reimburse each Lender or Agent, upon
    the written request of such Lender or Agent and reasonable documentation of such
    amounts, for any net additional taxes imposed on or measured by the net income
    of such Lender or Agent as such Lender or Agent shall determine are payable in
    respect of such amounts so paid to or on behalf of such Lender or Agent pursuant
    to the preceding sentence and in respect of any amounts paid to or on behalf of
    such Lender or Agent pursuant to this sentence. All required deductions shall be
    withheld and timely paid over to the relevant Governmental Authority in
    accordance with applicable law. In addition, Borrower agrees to timely pay to
    the relevant Governmental Authority in accordance with applicable law any
    present or future stamp or documentary taxes or any other excise or property
    taxes, charges or similar levies which arise from any payment made hereunder or
    under any other Loan Document or from the execution, delivery, enforcement or
    registration of, or otherwise with respect to, this Agreement or any other Loan
    Document ("OTHER TAXES").

                      (b) CHANGES IN TAX LAWS. In the event that, after the date
    hereof (or in the case of an assignee or participant, the date of the relevant
    assignment or sale of a participation), (1) any changes in any existing law,
    regulation, treaty or directive or in the administration, interpretation or
    application thereof, (2) any new law, regulation, treaty or directive enacted or
    any administration, interpretation or application thereof, or (3) compliance
    with any request, guideline or directive (whether or not having the force of
    law) from any Governmental Authority:

                                           17

                               (i) does or shall subject Agent or any Lender to any
    tax of any kind whatsoever with respect to this Agreement, or any other Loan
    Documents or any Loans made or Letters of Credit issued hereunder, or change the
    basis of taxation of payments to Agent or such Lender in respect thereof (except
    for the imposition of, or any change in the rate of, any Excluded Tax); or

                               (ii) does or shall impose on Agent or any Lender any
    other condition, cost or expense in connection with the transactions
    contemplated hereby or participations herein; and the result of any of the
    foregoing is to increase the cost to Agent or any such Lender of issuing or
    maintaining any Letter of Credit or making or continuing any Loan hereunder, as
    the case may be, or to reduce any amount receivable hereunder or under any other
    Loan Document, then, in any such case, Borrower shall promptly pay to Agent or
    such Lender, upon its demand with reasonable documentation thereof, any
    additional amounts necessary to compensate Agent or such Lender, on an after-tax
    basis, for such additional cost or reduced amount receivable, as reasonably
    determined by Agent or such Lender; provided that Agent or such Lender shall not
    be entitled to any such amounts to the extent that the event giving rise to such
    additional cost or reduced amount receivable occurred more than 180 days prior
    to the date such notice and demand is given to the Borrower; provided, however,
    that if the event giving rise to such additional cost or reduced amount
    receivable has a retroactive effect, then such 180-day period shall be extended
    to include the period of such retroactive effect. If Agent or such Lender
    becomes aware that it is entitled to claim any additional amounts pursuant to
    this SECTION 1.9(b), it shall promptly notify Borrower of the event by reason of
    which Agent or such Lender has become so entitled. A certificate as to any
    additional amounts payable pursuant to the foregoing sentence submitted by Agent
    or such Lender to Borrower (with a copy to Agent if applicable) shall be
    presumptive evidence of the amount due. Borrower shall be presumptive evidence
    of the amount due. Borrower shall pay Agent or such Lender, as the case may be,
    the amount shown as due on any such certificate within ten (10) days after the
    receipt thereof.

                      (c) FOREIGN LENDERS. Prior to becoming a Lender under this
    Agreement and within fifteen (15) days after a reasonable written request of
    Borrower or Agent from time to time thereafter, each such Person or Lender that
    is not in each case a "United States person" (as such term is defined in IRC
    Section 7701(a)(30)) for U.S. federal income tax purposes (a "FOREIGN LENDER")
    shall provide to Borrower and Agent, if it is legally entitled to, a properly
    completed and executed IRS Form W-8BEN or Form W-8ECI or other applicable form,
    certificate or document prescribed by the IRS, certifying as to such Foreign
    Lender's entitlement to an exemption from, or reduction in, United States
    withholding tax with respect to payments to be made to such Foreign Lender under
    this Agreement and under the Notes (a "CERTIFICATE OF EXEMPTION").

                      (d) INDEMNIFICATION. Borrower will indemnify each Lender and
    Agent for the full amount of Non-Excluded Taxes and Other Taxes (including any
    Non-Excluded Taxes and Other Taxes imposed by any jurisdiction on amounts
    payable under this SECTION 1.9) paid by such Lender or Agent, as the case may
    be, and any liability (including penalties, interest and expenses including
    reasonable attorney's fees and expenses) arising therefrom or with respect
    thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or
    legally asserted by the relevant Governmental Authority. A certificate as to the

                                           18

     amount of such payments or liabilities submitted by Lender or Agent to Borrower
    (with a copy to Agent if applicable) shall be presumptive evidence of the amount
    due. Borrower shall pay Agent or such Lender, as the case may be, the amount
    shown as due on any such certificate within ten (10) day s after the receipt
    thereof.

                      (e) EVIDENCE OF PAYMENTS. As soon as practicable after any
    payment of Non-Excluded Taxes or Other Taxes by the Borrower to a Governmental
    Authority, the Borrower shall deliver to the Agent the original or a certified
    copy of a receipt issued by such Governmental Authority evidencing such payment,
    a copy of the return reporting such payment or other evidence of such payment
    reasonably satisfactory to the Agent.

                                       SECTION 2.
                                   CONDITIONS TO LOANS
                                   -------------------

             The obligations of Lenders and L/C Issuers to make Loans and to issue
    or cause to be issued Letters of Credit are subject to satisfaction of all of
    the applicable conditions set forth below.

             2.1      CONDITIONS TO INITIAL LOANS.
                      ----------------------------

             The obligations of Lenders and L/C Issuers to make the initial Loans
    and to issue or cause to be issued Letters of Credit on the Closing Date are, in
    addition to the conditions precedent specified in SECTION 2.2, subject to

                      (a) the Second Lien Loans shall have been, or shall reasonably
    concurrently be, fully funded in an aggregate principal amount not to exceed
    $135,000,000. The terms and conditions of the Second Lien Loans shall be
    reasonably satisfactory in form and substance to the Agent and each Lender;

                      (b) EBITDA of Holdings and its Subsidiaries for the trailing
    twelve Fiscal Month period ending August 31, 2006 (including adjustments, if
    any, reasonably satisfactory to the Agent) shall have been at least $90,000,000;

                      (c) the Leverage Ratio as of August 31, 2006 based upon EBITDA
    for the trailing twelve Fiscal Month period ending on such date, determined on a
    pro forma basis after giving effect to the Loans and the Related Transactions,
    shall not exceed 4.25:1;

                      (d) the Senior Leverage Ratio as of August 31, 2006 based upon
    EBITDA for the trailing twelve Fiscal Month period ending on such date,
    determined on a pro forma basis after giving effect to the Loans and the Related
    Transactions, shall not exceed 2.75:1;

                      (e) total Funded Debt of Holdings and its Subsidiaries on a
    consolidated basis after giving pro forma effect to the Loans and Related
    Transactions shall not exceed $378,000,000;

                      (f) Agent shall have received satisfactory evidence that the
    cash purchase price for the Acquisition (inclusive of aggregate fees, closing
    costs, including those payable to Agent and Lenders) does not exceed $42,950,000
    in the aggregate;

                                           19

                      (g) Agent shall have received copies of employment agreements
    between Borrower and each of Dr. Howard Berger and Sami S. Abbasi, each of which
    shall be in form and substance reasonably satisfactory to Agent and Lenders;

                      (h) the Related Transactions shall have been consummated in
    accordance with their respective terms, except as may have been consented to in
    writing by Agent;

                      (i) Borrower shall deliver all documents listed on, take all
    actions set forth on and satisfy all other conditions precedent listed in the
    Closing Checklist attached hereto as ANNEX C, all in form and substance, or in a
    manner, reasonably satisfactory to Agent and Lenders; and

                      (j) Borrower shall have paid to the Agent all Fees required to
    be paid on the Closing Date pursuant to the GE Capital Fee Letter, and shall
    have reimbursed Agent for all fees, costs and expenses of closing presented as
    of the Closing Date.

             2.2      CONDITIONS TO ALL LOANS.
                      ------------------------

             Except as otherwise expressly provided herein, no Lender or L/C Issuer
    shall be obligated to fund any Advance or incur any Letter of Credit Obligation,
    if, as of the date thereof (the "FUNDING DATE"):

                      (a) any representation or warranty by any Credit Party
    contained herein or in any other Loan Document is untrue or incorrect in any
    material respect (without duplication of any materiality qualifier contained
    therein) as of such date, except to the extent that such representation or
    warranty expressly relates to an earlier date, and Agent or Requisite Revolving
    Lenders have determined not to make such Advance or incur such Letter of Credit
    Obligation as a result of the fact that such warranty or representation is
    untrue or incorrect;

                      (b) any Default or Event of Default has occurred and is
    continuing or would result immediately after giving effect to any Advance (or
    the incurrence of any Letter of Credit Obligation), and Agent or Requisite
    Revolving Lenders shall have determined not to make any Advance or incur any
    Letter of Credit Obligation as a result of that Default or Event of Default; or

                      (c) after giving effect to any Advance (or the incurrence of
    any Letter of Credit Obligations), the outstanding amount of the Revolving Loan
    would exceed remaining Borrowing Availability (except as provided in SECTION
    1.1(b)(ii)).

    The request and acceptance by Borrower of the proceeds of any Advance, the
    incurrence of any Letter of Credit Obligations or the conversion or continuation
    of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the
    date thereof, (i) a representation and warranty by Borrower that the conditions
    in this SECTION 2.2 have been satisfied and (ii) a reaffirmation by Borrower of
    the granting and continuance of Agent's Liens, on behalf of itself and Lenders,
    pursuant to the Collateral Documents.

                                           20

                                       SECTION 3.
                             REPRESENTATIONS AND WARRANTIES
                             ------------------------------

             To induce Agent and Lenders to enter into the Loan Documents, to make
    Loans and to issue or cause to be issued Letters of Credit, Borrower and the
    other Credit Parties executing this Agreement, jointly and severally, represent,
    warrant and covenant to Agent and each Lender that the following statements are
    and, after giving effect to the Related Transactions will remain true, correct
    and complete until the Termination Date with respect to all Credit Parties.

             3.1      ORGANIZATION, POWERS, CAPITALIZATION AND GOOD STANDING.
                      -------------------------------------------------------

                      (a) ORGANIZATION AND POWERS. Each of the Credit Parties and
    each of their Subsidiaries is duly organized, validly existing and in good
    standing under the laws of its jurisdiction of organization and qualified to do
    business in all states where such qualification is required except where failure
    to be so qualified or be in good standing would not reasonably be expected to
    have a Material Adverse Effect. The jurisdiction of organization and all
    jurisdictions in which each Credit Party is qualified to do business as of the
    Closing Date are set forth on SCHEDULE 3.1(a). Each of the Credit Parties and
    each of their Subsidiaries has all requisite organizational power and authority
    to own and operate its properties, to carry on its business as now conducted and
    proposed to be conducted, to enter into each Loan Document and Related
    Transactions Document to which it is a party and to incur the Obligations, grant
    liens and security interests in the Collateral and carry out the Related
    Transactions.

                      (b) CAPITALIZATION. As of the Closing Date: (i) the authorized
    Stock of each of the Credit Parties and each of their Subsidiaries is as set
    forth on SCHEDULE 3.1(b); (ii) all issued and outstanding Stock of each of the
    Credit Parties and each of their Subsidiaries is duly authorized and validly
    issued, fully paid, nonassessable (as applicable), free and clear of all Liens
    other than those in favor of (A) Agent for the benefit of Agent and Lenders and
    (B) Second Lien Agent for the benefit of Second Lien Agent and Second Lien
    Lenders, and such Stock was issued in compliance with all applicable state,
    federal and foreign laws concerning the issuance of securities; (iii) the
    identity of the holders of the Stock of each of the Credit Parties (other than
    Holdings) and their Subsidiaries and the percentage of their fully-diluted
    ownership of the Stock of each of the Credit Parties and their Subsidiaries is
    set forth on SCHEDULE 3.1(b); and (iv) no Stock of any Credit Party or any of
    their Subsidiaries, other than those described above, are issued and
    outstanding. Except as provided in SCHEDULE 3.1(b), as of the Closing Date,
    there are no preemptive or other outstanding rights, options, warrants,
    conversion rights or similar agreements or understandings for the purchase or
    acquisition from any Credit Party or any of their Subsidiaries of any Stock of
    any such entity. No Credit Party has any Subsidiaries except as set forth on
    SCHEDULE 3.1(b).

                      (c) BINDING OBLIGATION. This Agreement is, and the other Loan
    Documents and Related Transactions Documents when executed and delivered will
    be, the legally valid and binding obligations of the Credit Parties, each
    enforceable against each Credit Party, as applicable, in accordance with their
    respective terms, except as may be limited by bankruptcy, insolvency,
    reorganization, moratorium or other laws affecting, creditors' rights generally
    and the effects of general principles of equity.

                                           21

             3.2      DISCLOSURE.
                      -----------

             No representation or warranty of any Credit Party contained in this
    Agreement, the Financial Statements referred to in SECTION 3.5, the other
    Related Transactions (other than Projections, as to which the only
    representation and warranty made is as set forth in Section 3.5 hereof), the
    other Loan Documents or any other document, certificate or written statement
    furnished to Agent or any Lender by or on behalf of any such Person for use in
    connection with the Loan Documents or the Related Transactions Documents
    contains any untrue statement of a material fact or omitted, omits or will omit
    to state a material fact necessary in order to make the statements contained
    herein or therein not misleading in any material respect in light of the
    circumstances in which the same were made.

             3.3      NO MATERIAL ADVERSE EFFECT.
                      ---------------------------

             Since October 31, 2005 there have been no events or changes in facts or
    circumstances affecting the Credit Parties which individually or in the
    aggregate have had or would reasonably be expected to have a Material Adverse
    Effect.

             3.4      NO CONFLICT.
                      ------------

             The consummation of the Related Transactions does not and will not
    violate or conflict with any laws, rules, regulations or orders of any
    Governmental Authority or violate, conflict with, result in a breach of, or
    constitute a default (with due notice or lapse of time or both) under any
    Contractual Obligation or organizational documents of any Credit Party or any of
    its Subsidiaries, except if such violations, conflicts, breaches or defaults
    have not had and would not reasonably be expected to have, either individually
    or in the aggregate, a Material Adverse Effect.

             3.5      FINANCIAL STATEMENTS AND PROJECTIONS.
                      -------------------------------------

             All Financial Statements concerning Holdings and its Subsidiaries which
    have been or will hereafter be furnished to Agent pursuant to this Agreement,
    including those listed below, have been or will be prepared in accordance with
    GAAP consistently applied (except as disclosed therein) and do or will present
    fairly in all material respects the financial condition of the entities covered
    thereby as at the dates thereof and the results of their operations for the
    periods then ended, subject to, in the case of unaudited Financial Statements,
    the absence of footnotes and normal year-end adjustments.

             (a) The consolidated balance sheets at October 31, 2005 and the related
    statement of income of Holdings and its Subsidiaries (except for Radiologix and
    its Subsidiaries), for the Fiscal Year then ended, audited by Moss Adams LLP.

             (b) The consolidated balance sheet at August 31, 2006 and the related
    statement of income of Holdings and its Subsidiaries (except for Radiologix and
    its Subsidiaries) for the nine (9) months then ended.

                                           22

             (c) The consolidated balance sheets at December 31, 2005 and the
    related statement of income of Radiologix and its Subsidiaries for the Fiscal
    Year then ended, audited by Ernst & Young LLP.

             (d) The consolidated balance sheet at September 30, 2006 and the
    related statement of income of Radiologix and its Subsidiaries for the nine (9)
    months then ended.

    The Projections delivered on or prior to the Closing Date and the updated
    Projections delivered pursuant to SECTION 6.2(h) represent and will represent as
    of the date thereof the good faith estimate of Borrower and its senior
    management concerning the most probable course of its business.

             3.6      SOLVENCY.
                      ---------

             Borrower is Solvent and the Credit Parties and their Subsidiaries,
    taken as a whole, are Solvent.

             3.7      USE OF PROCEEDS; MARGIN REGULATIONS.
                      ------------------------------------

                      (a) No part of the proceeds of any Loan will be used for
    "buying" or "carrying" "margin stock" within the respective meanings of such
    terms under Regulation U of the Board of Governors of the Federal Reserve System
    as now and from time to time hereafter in effect or for any other purpose that
    violates the provisions of the regulations of the Board of Governors of the
    Federal Reserve System. If requested by Agent, each Credit Party will furnish to
    Agent and each Lender a statement to the foregoing effect in conformity with the
    requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
    Regulation U.

                      (b) Borrower shall utilize the proceeds of the Loans solely
    for the Acquisition and the Refinancing (and to pay any related transaction
    expenses and fees), and for the financing of Borrower's ordinary working capital
    and general corporate needs. SCHEDULE 3.7 contains a description of Borrower's
    sources and uses of funds as of the Closing Date, including Loans and Letter of
    Credit Obligations to be made or incurred on that date, and a funds flow
    memorandum detailing how funds from each source are to be transferred for
    particular uses.

                      (c) None of Holdings or any of its Subsidiaries is subject to
    regulation as (i) an "investment company" as defined in, or subject to
    regulation under, the Investment Company Act of 1940 or (ii) a "holding company"
    as defined in, or subject to regulation under, the Public Utility Holding
    Company Act of 1935.

             3.8      BROKERS.
                      --------

             No broker or finder acting on behalf of any Credit Party or Affiliate
    thereof brought about the obtaining, making or closing of the Loans or the
    Related Transactions, and no Credit Party or Affiliate thereof has any
    obligation to any Person in respect of any finder's or brokerage fees in
    connection therewith.

             3.9      COMPLIANCE WITH LAWS.
                      ---------------------

             Each Credit Party represents and warrants that it (i) is in compliance
    and each of its Subsidiaries is in compliance with the requirements of all
    applicable laws, rules, regulations and orders of any Governmental Authority
    (including, without limitation, Executive Order No. 13224 on Terrorist

                                           23

     Financing, effective September 24, 2001, and the Uniting and Strengthening
    America by Providing Appropriate Tools Required to Intercept and Obstruct
    Terrorism Act of 2001, Public Law 107-56) and the obligations, covenants and
    conditions contained in all Contractual Obligations other than those laws,
    rules, regulations, orders and provisions of such Contractual Obligations the
    noncompliance with which would not be reasonably expected to have, either
    individually or in the aggregate, a Material Adverse Effect, and (ii) maintains
    and each of its Subsidiaries maintains all licenses, qualifications and permits
    referred to above other than any failure to maintain which would not reasonably
    be expected to have a Material Adverse Effect.

             3.10     INTELLECTUAL PROPERTY.
                      ----------------------

             As of the Closing Date, each of the Credit Parties and its Subsidiaries
    owns, is licensed to use or otherwise has the right to use, all material
    Intellectual Property used in or necessary for the conduct of its business as
    currently conducted that is material to the financial condition, business or
    operations of such Credit Party and its Subsidiaries and all such Intellectual
    Property that is federally registered as of the Closing Date is identified on
    SCHEDULE 3.10 and duly and properly registered, filed or issued in the
    applicable office and jurisdictions for such registrations, filings or
    issuances. As of the Closing Date, except as disclosed in SCHEDULE 3.10, to
    their knowledge, the use of such Intellectual Property by the Credit Parties and
    their Subsidiaries and the conduct of their businesses does not and has not been
    alleged by any Person to infringe on the rights of any Person.

             3.11     INVESTIGATIONS, AUDITS, ETC.
                      ----------------------------

             As of the Closing Date, except as set forth on SCHEDULE 3.11, no Credit
    Party or any of their Subsidiaries is the subject of an audit by the IRS or, to
    each Credit Party's knowledge, any review by the IRS or any governmental
    investigation concerning the violation or possible violation of any law.

             3.12     EMPLOYEE MATTERS.
                      -----------------

             As of the Closing Date, except as set forth on SCHEDULE 3.12, (a) no
    Credit Party or Subsidiary of a Credit Party nor any of their respective
    employees is subject to any collective bargaining agreement, (b) no petition for
    certification or union election is pending with respect to the employees of any
    Credit Party or any of their Subsidiaries and no union or collective bargaining
    unit has sought such certification or recognition with respect to the employees
    of any Credit Party or any of their Subsidiaries, (c) there are no strikes,
    slowdowns, work stoppages or controversies pending or, to the best knowledge of
    any Credit Party after due inquiry, threatened between any Credit Party or any
    of their Subsidiaries and its respective employees, other than employee
    grievances arising in the ordinary course of business which could not reasonably
    be expected to have, either individually or in the aggregate, a Material Adverse
    Effect and (d) hours worked by and payment made to employees of each Credit
    Party and each of their Subsidiaries comply in all material respects with the
    Fair Labor Standards Act and each other federal, state, provincial, local or
    foreign law applicable to such matters. Except as set forth on SCHEDULE 3.12,
    neither Borrower nor any of its Subsidiaries is party to a material employment
    contract.

                                           24

             3.13     LITIGATION; ADVERSE FACTS.
                      --------------------------

             Except as set forth on SCHEDULE 3.13, there are no judgments
    outstanding against any Credit Party or any of its Subsidiaries or affecting any
    property of any Credit Party or any of its Subsidiaries as of the Closing Date,
    nor is there any Litigation pending, or to the best knowledge of any Credit
    Party threatened, against any Credit Party or any of its Subsidiaries, in each
    case which would reasonably be expected to result in any Material Adverse
    Effect.

             3.14     OWNERSHIP OF PROPERTY; LIENS.
                      -----------------------------

             As of the Closing Date, the real estate ("REAL ESTATE") listed in
    SCHEDULE 3.14 constitutes all of the real property owned, leased, subleased, or
    used by any Credit Party or any of its Subsidiaries. As of the Closing Date,
    each of the Credit Parties and each of its Subsidiaries owns good and marketable
    fee simple title to all of its owned Real Estate, and valid and marketable
    leasehold interests in all of its leased Real Estate, all as described on
    SCHEDULE 3.14, and copies of all such leases or a summary of terms thereof
    reasonably satisfactory to Agent have been delivered to Agent. SCHEDULE 3.14
    further describes any Real Estate with respect to which any Credit Party or any
    of its Subsidiaries is a lessor, sublessor or assignor as of the Closing Date.
    As of the Closing Date, each of the Credit Parties and each of its Subsidiaries
    also has good and marketable title to, or valid leasehold interests in, all of
    its personal property and assets subject to applicable Permitted Encumbrances.
    As of the Closing Date, none of the properties and assets of any Credit Party or
    any of its Subsidiaries are subject to any Liens other than Permitted
    Encumbrances, and there are no facts, circumstances or conditions known to
    Borrower that are reasonably likely to result in any Liens (including Liens
    arising under Environmental Laws) other than Permitted Encumbrances against the
    properties or assets of any Credit Party or any of its Subsidiaries. Each of the
    Credit Parties and each of its Subsidiaries has received all deeds, assignments,
    waivers, consents, nondisturbance and attornment or similar agreements, bills of
    sale and other documents, and has duly effected all recordings, filings and
    other actions necessary to establish, protect and perfect such Credit Party's or
    Subsidiary's right, title and interest in and to all such Real Estate and other
    properties and assets. As of the Closing Date, SCHEDULE 3.14 also describes any
    purchase options, rights of first refusal or other similar contractual rights
    pertaining to any Real Estate. As of the Closing Date, no portion of any Credit
    Party's or any of its Subsidiaries' Real Estate necessary to operate the
    Borrower's business in the ordinary course has suffered any material damage by
    fire or other material casualty loss that has not heretofore been repaired,
    restored or otherwise remedied as reasonably necessary to operate the Borrower's
    business in the ordinary course. As of the Closing Date, all material permits
    required to have been issued or appropriate to enable the Real Estate to be
    lawfully occupied and used for all of the purposes for which it is currently
    occupied and used have been lawfully issued and are in full force and effect.

             3.15     ENVIRONMENTAL MATTERS.
                      ----------------------

                      (a) Except as set forth in SCHEDULE 3.15, as of the Closing
    Date: (i) the Real Estate is free of contamination from any Hazardous Material
    except for such contamination that could not reasonably be expected to
    materially adversely impact the value or marketability of such Real Estate and
    that could not reasonably be expected to result in Environmental Liabilities of
    the Credit Parties or their Subsidiaries in excess of $100,000 in the aggregate;
    (ii) no Credit Party and no Subsidiary of a Credit Party has caused or suffered

                                           25

     to occur any Release of Hazardous Materials on, at, in, under, above, to, from
    or about any of their Real Estate where such Release could reasonably be
    expected to have, either individually or in the aggregate, a Material Adverse
    Effect; (iii) the Credit Parties and their Subsidiaries are and have been in
    compliance with all Environmental Laws, except for such noncompliance that could
    not reasonably be expected to result in Environmental Liabilities of the Credit
    Parties or their Subsidiaries in excess of $100,000 in the aggregate; (iv) the
    Credit Parties and their Subsidiaries have obtained, and are in compliance with,
    all Environmental Permits required by Environmental Laws for the operations of
    their respective businesses as presently conducted or as proposed to be
    conducted, except where the failure to so obtain or comply with such
    Environmental Permits could not reasonably be expected to result in
    Environmental Liabilities of the Credit Parties or their Subsidiaries in excess
    of $100,000 in the aggregate, and all such Environmental Permits are valid,
    uncontested and in good standing; (v) no Credit Party and no Subsidiary of a
    Credit Party is involved in operations or knows of any facts, circumstances or
    conditions, including any Releases of Hazardous Materials, that are likely to
    result in any Environmental Liabilities of such Credit Party or Subsidiary which
    could reasonably be expected to be in excess of $100,000 in the aggregate, and
    no Credit Party or Subsidiary of a Credit Party has permitted any current or
    former tenant or occupant of the Real Estate to engage in any such operations;
    (vi) there is no Litigation arising under or related to any Environmental Laws,
    Environmental Permits or Hazardous Material that seeks damages, penalties,
    fines, costs or expenses in excess of $100,000 in the aggregate or injunctive
    relief against, or that alleges criminal misconduct by any Credit Party or any
    Subsidiary of a Credit Party; (vii) no notice has been received by any Credit
    Party or any Subsidiary of a Credit Party identifying any of them as a
    "potentially responsible party" or requesting information under CERCLA or
    analogous state statutes, and to the knowledge of the Credit Parties, there are
    no facts, circumstances or conditions that may result in any of the Credit
    Parties or their Subsidiaries being identified as a "potentially responsible
    party" under CERCLA or analogous state statutes; and (viii) the Credit Parties
    have provided to Agent copies of all existing environmental reports, reviews and
    audits and all written information pertaining to actual or potential
    Environmental Liabilities, in each case in possession of the Credit Parties
    relating to any of the Credit Parties or their Subsidiaries.

                      (b) Each Credit Party hereby acknowledges and agrees that
    Agent (i) is not now, and has not ever been, in control of any of the Real
    Estate or affairs of such Credit Party or its Subsidiaries , and (ii) does not
    have the capacity through the provisions of the Loan Documents or otherwise to
    influence any Credit Party's or its Subsidiaries' conduct with respect to the
    ownership, operation or management of any of their Real Estate or compliance
    with Environmental Laws or Environmental Permits.

             3.16     ERISA.
                      ------

                      (a) SCHEDULE 3.16 lists all Title IV Plans and Multiemployer
    Plans. As of the Closing Date, copies of all such listed Plans, together with a
    copy of the three most recent form IRS/DOL 5500-series for each such Plan, to
    the extent applicable, have been delivered to Agent. Except with respect to
    Multiemployer Plans, each Qualified Plan has been determined by the IRS to
    qualify under Section 401(a) of the IRC, and to the knowledge of the applicable
    Credit Party, nothing has occurred that would cause the loss of such
    qualification. Except as would not reasonably be expected to have a Material

                                           26

     Adverse Effect, each Plan is in material compliance with the applicable
    provisions of ERISA and the IRC. Neither any Credit Party nor ERISA Affiliate
    has failed to make any contribution or pay any amount due as required by either
    Section 412 of the IRC or Section 302 of ERISA or the terms of any Title IV
    Plan. No Credit Party has engaged in a "prohibited transaction," as defined in
    Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan,
    that would subject any Credit Party to a material tax on prohibited transactions
    imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

                      (b) As of the Closing Date, except as set forth in SCHEDULE
    3.16: (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA
    Event or event described in Section 4062(e) of ERISA with respect to any Title
    IV Plan has occurred or is reasonably expected to occur; (iii) there are no
    pending, or to the knowledge of Borrower, threatened claims (other than claims
    for benefits in the normal course), sanctions, actions or lawsuits, asserted or
    instituted against any Plan or any Person as fiduciary or sponsor of any Plan
    that could result in liability to a Credit Party; (iv) within the last five
    years no Title IV Plan of any Credit Party or ERISA Affiliate has been
    terminated, whether or not in a "standard termination" as that term is used in
    Section 404(b)(1) of ERISA, that remains unsatisfied or could reasonably be
    expected to result in liability to any Credit Party in excess of $500,000, nor
    has any Title IV Plan of any Credit Party or ERISA Affiliate (determined at any
    time within the past five years) with Unfunded Pension Liabilities been
    transferred outside of the "controlled group" (within the meaning of Section
    4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate that has or could
    reasonably be expected to result in a Material Adverse Effect.

             3.17     DEPOSIT AND DISBURSEMENT ACCOUNTS.
                      ----------------------------------

             SCHEDULE 3.17 lists all banks and other financial institutions at which
    any Credit Party maintains deposit or other accounts as of the Closing Date,
    including any Disbursement Accounts, and such SCHEDULE correctly identifies the
    name, address and telephone number of each depository, the name in which the
    account is held, a description of the purpose of the account, and the complete
    account number therefor.

             3.18     AGREEMENTS AND OTHER DOCUMENTS.
                      -------------------------------

             As of the Closing Date, each Credit Party has provided to Agent or its
    counsel, on behalf of Lenders, accurate and complete copies (or summaries) of
    all of the following agreements or documents to which it is subject and each of
    which is listed in SCHEDULE 3.18: supply agreements and purchase agreements not
    terminable by such Credit Party within sixty (60) days following written notice
    issued by such Credit Party and involving transactions in excess of $1,000,000
    per annum (other than purchase orders entered into in the ordinary course of
    business); leases of Equipment having a remaining term of one year or longer and
    requiring aggregate rental and other payments in excess of $500,000 per annum
    (other than purchase orders entered into in the ordinary course of business);
    licenses and permits held by the Credit Parties, the absence of which would
    reasonably be expected to have a Material Adverse Effect; instruments and
    documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit
    Party, other than guaranties issued by Holdings or Borrower of leases for leased
    premises of any Credit Party, and any Lien granted by such Credit Party with
    respect thereto which are to remain in effect after the Closing Date; and
    instruments and agreements evidencing the issuance of any equity securities,
    warrants, rights or options to purchase equity securities of such Credit Party.

                                           27

             3.19     INSURANCE.
                      ----------

             Each Credit Party represents and warrants that it and each of its
    Subsidiaries currently maintains in good repair, working order and condition
    (normal wear and tear excepted) all material properties as set forth in SECTION
    4.2 and maintains all insurance described in such SECTION. SCHEDULE 3.19 lists
    all insurance policies of any nature maintained, as of the Closing Date, for
    current occurrences by each Credit Party, as well as a summary of the key
    business terms of each such policy such as deductibles, coverage limits and term
    of policy.

             3.20     TAXES AND TAX RETURNS.
                      ----------------------

                      (a) As of the Closing Date, (i) all Tax Returns required to be
    filed by the Credit Parties have been timely and properly filed and (ii) all
    taxes that are due (other than taxes being contested in good faith by
    appropriate proceedings and for which adequate reserves have been provided for
    in accordance with GAAP) have been paid, in each case except where the failure
    to file Tax Returns or pay Taxes would not reasonably be expected to have a
    Material Adverse Effect. No Governmental Authority has asserted any claim for
    taxes, or to any Credit Party's knowledge, has threatened to assert any claim
    for taxes that would, if not paid by a Credit Party, have a Material Adverse
    Effect. All taxes required by law to be withheld or collected and remitted
    (including, without limitation, income tax, unemployment insurance and workmen's
    compensation premiums) with respect to the Credit Parties have been withheld or
    collected and paid to the appropriate Governmental Authorities (or are properly
    being held for such payment), except for amounts the nonpayment of which would
    not be reasonably likely to have a Material Adverse Effect.

                      (b) None of the Credit Parties has been notified that either
    the IRS, or any other Governmental Authority, has raised or intends to raise,
    any adjustments with respect to Taxes of the Credit Parties, which adjustments
    would be reasonably likely to have a Material Adverse Effect.

             3.21     INACTIVE SUBSIDIARIES.
                      ----------------------

             No Inactive Subsidiary (i) engages in any trade or business or owns any
    assets (other than Stock of their respective Subsidiaries) with a fair market
    value in the aggregate in excess of $10,000 or (ii) has outstanding or incurred
    any Indebtedness or Guaranteed Indebtedness.

             3.22     HEALTH CARE MATTERS.
                      --------------------

                      (a) COMPLIANCE WITH HEALTH CARE LAWS; PERMITS. Each Credit
    Party and each of their Subsidiaries, and any Person acting on their behalf, is
    in compliance in all material respects with all Health Care Laws applicable to
    it, its products and its properties or other assets or its business or
    operation, including its provision of professional services. Each Credit Party
    and each of their Subsidiaries, and any Person acting on their behalf, has in
    effect all Permits, including, without limitation, all Permits necessary for it
    to own, lease or operate its properties and other assets and to carry on its
    business and operations, including its provision of professional services, as
    presently conducted. All such Permits are in full force and effect and there has
    occurred no default under, or violation of, any such Permit. Except as set forth
    on SCHEDULE 3.22, no action, demand, requirement or investigation by any

                                           28

     Governmental Authority and no suit, action or proceeding by any other person, in
    each case with respect to each Credit Party, each of their Subsidiaries, any
    Person acting on their behalf, or any of their respective properties, other
    assets or provision of professional services under any Requirements of Law, is
    pending or, to the knowledge of each Credit Party and their Subsidiaries,
    threatened.

                      (b) FILINGS. Except as set forth on SCHEDULE 3.22, all
    reports, documents, claims, notices or approvals required to be filed, obtained,
    maintained or furnished to any Governmental Authority have been so filed,
    obtained, maintained or furnished, and all such reports, documents, claims and
    notices were complete and correct in all material respects on the date filed (or
    were corrected in or supplemented by a subsequent filing).

                      (c) MATERIAL STATEMENTS. No Credit Party nor any of their
    Subsidiaries, nor any officer, affiliate, employee or agent of any Credit Party
    or any of their Subsidiaries, has made an untrue statement of a material fact or
    fraudulent statement to any Governmental Authority, failed to disclose a
    material fact required to any Governmental Authority, or committed an act, made
    a statement, or failed to make a statement that, at the time such disclosure was
    made, would reasonably be expected to constitute a violation of any Health Care
    Law. No Credit Party nor any of their Subsidiaries, nor any officer, affiliate,
    employee or agent of any Credit Party or any of their Subsidiaries, has made any
    untrue statement of fact regarding claims incurred but not reported.

                      (d) BILLING. Each Credit Party, each of their Subsidiaries and
    each contracting physician of each Credit Party or any of their Subsidiaries (to
    the extent required) has the requisite provider number or other Permit to bill
    the Medicare program (to the extent such entity participates in the Medicare
    program), the respective Medicaid program in the state or states in which such
    entity operates, and all other Third Party Payor Programs (as defined below),
    including but not limited to Capitated Contracts with managed care
    organizations, that each Credit Party and each of their Subsidiaries currently
    bill. There is no investigation, audit, claim review, or other action pending,
    or to the knowledge of any Credit Party or their Subsidiaries, threatened which
    could result in a revocation, suspension, termination, probation, restriction,
    limitation, or non-renewal of any Third Party Payor (as defined below) provider
    number or result in any Credit Party's or any of their Subsidiaries' exclusion
    from any Third Party Payor Program. No Credit Party nor any of their
    Subsidiaries has billed or received any payment or reimbursement in excess of
    amounts allowed by any Health Care Law or other law. For purposes of this
    Agreement, a "THIRD PARTY PAYOR" means Medicare, Medicaid, TRICARE, Blue Cross
    and/or Blue Shield, state government insurers, private insurers and any other
    person or entity which presently or in the future maintains Third Party Payor
    Programs. In addition, for purposes of this Agreement, "THIRD PARTY PAYOR
    PROGRAMS" means all third party payor programs in which Borrower, each of the
    Credit Parties and each of its Subsidiaries participates (including, without
    limitation, Medicare, Medicaid, TRICARE or any other federal or state health
    care programs, as well as Blue Cross and/or Blue Shield, managed care plans, or
    any other private insurance programs).

                      (e) PROCEEDINGS. There are no facts, circumstances or
    conditions that would reasonably be expected to form the basis for any material
    investigation, suit, claim, audit, action (legal or regulatory) or proceeding
    (legal or regulatory) by a Governmental Authority against or affecting any
    Credit Party or any of their Subsidiaries relating to any of the Health Care
    Laws.

                                           29

                      (f) PROHIBITED TRANSACTIONS. No Credit Party, any of their
    Subsidiaries or any Person acting on behalf of any Credit Party or any of their
    Subsidiaries is a party to any contract, lease agreement or other arrangement
    (including any joint venture, service or consulting agreement) with any
    physician, physician group, health care facility, hospital, nursing facility,
    home health agency or other person who is in a position to make or influence
    referrals to or otherwise generate business to provide services, lease space,
    lease equipment or engage in any other venture or activity, other than
    agreements which are in compliance with all applicable Health Care Laws. No
    Credit Party, any of their Subsidiaries, or any person acting on behalf of any
    Credit Parties or any their Subsidiaries, directly or indirectly: (1) offered or
    paid any remuneration, in cash or in kind, to, or made any financial
    arrangements with, any past, present or potential patient, supplier, medical
    staff member, contractor or Third Party Payor of any Credit Parties and/or any
    of their Subsidiaries in order to illegally obtain business or payments from
    such person; (2) given or agreed to give, or is aware that there has been made
    or that there is any illegal agreement to make, any illegal gift or gratuitous
    payment of any kind, nature or description (whether in money, property or
    services) to any past, present or potential patient, supplier, contractor, Third
    Party Payor or any other person; (3) made or agreed to make, or is aware that
    there has been made or that there is any agreement to make, any contribution,
    payment or gift of funds or property to, or for the private use of, any
    governmental official, employee or agent where either the contribution, payment
    or gift or the purpose of such contribution, payment or gift is or was illegal
    under the laws of any government entity having jurisdiction over such payment,
    contribution or gift; (4) established or maintained any unrecorded fund or asset
    for any purpose or made any misleading, false or artificial entries on any of
    its books or records for any reason; or (5) made, or agreed to make, or is aware
    that there has been made or that there is any agreement to make, any payment to
    any person with the intention or understanding that any part of such payment
    would be used or was given for any purpose other than that described in the
    documents supporting such payment.

                      (g) FAIR MARKET VALUE. The compensation paid or to be paid by
    each Credit Party and each of their Subsidiaries to any physician or physician
    group who is employed by or contracted with each Credit Party or any of their
    Subsidiaries is fair market value for the services and items actually provided
    by such physician, not taking into account the value or volume of referrals or
    other business generated by such physicians or physician groups for each Credit
    Party or each of their Subsidiaries. Each Credit Party and each of their
    Subsidiaries has at all times maintained a written agreement with each physician
    or physician group receiving compensation from each Credit Party or any of their
    Subsidiaries.

                      (h) MEDICARE/MEDICAID. There are no Medicare or Medicaid
    termination proceedings underway with respect to any of the Credit Parties, each
    entity meets the Medicare conditions of participation and, to our knowledge
    after such reasonable investigation under the circumstances, no employee or
    independent contractor of any Credit Parties has been excluded in participating
    in Medicare or Medicaid or any similar federal programs.

                      (i) COMPLIANCE. Each Credit Parties possess and implement all
    necessary policies and procedures to ensure that all aspects of each Credit
    Parties' operations, their employees, and all healthcare providers under
    contract with any Credit Party, comply with all applicable Health Care Laws.

                                           30

                      (j) CORPORATE INTEGRITY AGREEMENTS, ETC. No Credit Party, nor
    any of their Subsidiaries, is a party to any corporate integrity agreements,
    monitoring agreements, consent decrees, settlement orders, or similar agreement
    with or imposed by any Governmental Authority.

             3.23     MERGER AGREEMENT.
                      -----------------

             As of the Closing Date, Borrower has delivered to Agent a complete and
    correct copy of the Merger Agreement (including all schedules, exhibits,
    amendments, supplements, modifications, assignments and all other documents
    delivered pursuant thereto or in connection therewith). No Credit Party, and to
    the knowledge of any Credit Party, no other Person party thereto is in material
    default in the performance or compliance with any provisions thereof. The Merger
    Agreement complies with, in all material respects, and the Acquisition has been
    consummated in accordance with all applicable laws. All covenants and conditions
    to be performed by Radiologix under the Merger Agreement (including all
    schedules, exhibits, amendments, supplements, modifications, assignments and all
    other documents delivered pursuant thereto or in connection therewith) have been
    performed or satisfied in all material respects. The Merger Agreement is in full
    force and effect as of the Closing Date and has not been terminated, rescinded
    or withdrawn. All material approvals by Governmental Authorities having
    jurisdiction over any Credit Party and other Persons referenced therein, with
    respect to the transactions contemplated by the Merger Agreement, have been
    obtained, and no such approvals impose any conditions to the consummation of the
    transactions contemplated by the Merger Agreement or to the conduct by any
    Credit Party of its business thereafter. To Borrower's actual knowledge, the
    Radiologix's representations and warranties in the Merger Agreement are not
    untrue or misleading in any material respect.

             3.24     NO EARN-OUTS.
                      -------------

             No "earn-outs" or any similar payment obligations are payable by any
    Credit Party or any of their respective Subsidiaries in connection with the
    Acquisition or any transaction occurring in connection therewith.

                                       SECTION 4.
                                  AFFIRMATIVE COVENANTS
                                  ---------------------

             Each Credit Party executing this Agreement jointly and severally agrees
    as to all Credit Parties that from and after the date hereof and until the
    Termination Date:

             4.1      COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.
                      -------------------------------------------------

             Each Credit Party will (a) comply with and shall cause each of its
    Subsidiaries to comply with (i) the requirements of all applicable material
    laws, rules, regulations and orders of any Governmental Authority (including,
    without limitation, laws, rules, regulations and orders relating to taxes,
    employer and employee contributions, securities, employee retirement and welfare
    benefits, environmental protection matters and employee health and safety) as
    now in effect and which may be imposed in the future in all jurisdictions in
    which any Credit Party or any of its Subsidiaries is now doing business or may
    hereafter be doing business and (ii) the obligations, covenants and conditions

                                           31

     contained in all Contractual Obligations of such Credit Party or any of its
    Subsidiaries other than the noncompliance with which would not be reasonably
    expected to have, either individually or in the aggregate, a Material Adverse
    Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to
    maintain or obtain all licenses, qualifications and permits now held or
    hereafter required to be held by such Credit Party or any of its Subsidiaries,
    for which the loss, suspension, revocation or failure to obtain or renew, would
    reasonably be expected to have, either individually or in the aggregate, a
    Material Adverse Effect. This SECTION 4.1 shall not preclude any Credit Party or
    its Subsidiaries from contesting any taxes or other payments, if they are being
    diligently contested in good faith in a manner which stays enforcement thereof
    and if appropriate expense provisions have been recorded in conformity with
    GAAP, subject to SECTION 5.2 and no Lien (other than a Permitted Encumbrance) in
    respect thereof has been created.

             4.2      INSURANCE.
                      ----------

             Each Credit Party will maintain or cause to be maintained, with
    insurers reasonably acceptable to Agent, public liability and property damage
    insurance with respect to its business and properties and the business and
    properties of its Subsidiaries against loss or damage of the kinds customarily
    carried or maintained by corporations of established reputation engaged in
    substantially similar businesses and in amounts reasonably acceptable to Agent
    and will deliver evidence thereof to Agent. Agent confirms that the insurance in
    effect on the Closing Date is reasonably acceptable to it. The Credit Parties
    shall maintain business interruption insurance providing coverage for a period
    of at least six (6) months and in an amount not less than $30,000,000. Each
    Credit Party shall, pursuant to endorsements and/or assignments in form and
    substance reasonably satisfactory to Agent, (i) cause Agent to be named as
    lender's loss payee in the case of casualty insurance, and assignee in the case
    of all business interruption insurance, in each case for the benefit of Agent
    and Lenders and (ii) cause Agent and each Lender to be named as additional
    insureds in the case of all liability insurance other than professional
    liability insurance. So long as no Event of Default has occurred and is
    continuing, proceeds of business interruption insurance will be released to the
    Credit Parties. In the event any Credit Party fails to provide Agent with
    evidence of the insurance coverage required by this Agreement, Agent may
    purchase insurance at such Credit Party's expense to protect Agent's interests
    in the Collateral. This insurance may, but need not, protect such Credit Party's
    interests. The coverage purchased by Agent may not pay any claim made by such
    Credit Party or any claim that is made against such Credit Party in connection
    with the Collateral. Such Credit Party may later cancel any insurance purchased
    by Agent, but only after providing Agent with evidence that such Credit Party
    has obtained insurance as required by this Agreement. If Agent purchases
    insurance for the Collateral, such Credit Party will be responsible for the
    costs of that insurance, including interest and other Charges imposed by Agent
    in connection with the placement of the insurance, until the effective date of
    the cancellation or expiration of the insurance. The costs of the insurance may
    be added to the Obligations. The costs of the insurance may be more than the
    cost of insurance such Credit Party is able to obtain on its own.

             4.3      INSPECTION; LENDER MEETING.
                      ---------------------------

             Upon three (3) days' prior written notice to the Credit Parties and the
    Lenders, each Credit Party shall permit any authorized representatives of Agent
    to visit, audit and inspect any of the properties of such Credit Party and its

                                           32

     Subsidiaries, including its and their financial and accounting records (which
    audits and inspections of financial and accounting records shall in the absence
    of an Event of Default take place in Borrower's corporate office), and to make
    copies and take extracts therefrom, and to discuss its and their affairs,
    finances and business with its and their officers and certified public
    accountants, at such reasonable times during normal business hours and as often
    as may be reasonably requested (collectively a "FIELD REVIEW"); provided, that,
    upon the occurrence and continuance of an Event of Default, Agent shall not be
    required to provide any notice to the Credit Parties prior to the performance of
    a Field Review; provided further, that, so long as no Event of Default has
    occurred and is continuing, Agent shall be limited to two (2) Field Reviews
    during any calendar year. Representatives of each Lender will be permitted to
    accompany representatives of Agent during each Field Review at such Lender's
    expense. In addition to the foregoing, each Credit Party will participate and
    will cause key management personnel of each Credit Party and its Subsidiaries to
    participate in a meeting with Agent and Lenders at least once during each year,
    which meeting shall be held at such time and such place as may be reasonably
    requested by Agent.

             4.4      ORGANIZATIONAL EXISTENCE.
                      -------------------------

             Except as otherwise permitted by SECTION 5.6, each Credit Party will
    and will cause its material Subsidiaries to at all times preserve and keep in
    full force and effect its organizational existence and all rights and franchises
    material to its business.

             4.5      ENVIRONMENTAL MATTERS.
                      ----------------------

             Each Credit Party shall and shall cause each Person within its control
    to: (a) conduct its operations and keep and maintain its Real Estate in
    compliance with all Environmental Laws and Environmental Permits other than
    noncompliance that would not reasonably be expected to have a Material Adverse
    Effect; (b) implement any and all investigation, remediation, removal and
    response actions that are appropriate or necessary to maintain the value and
    marketability of the Real Estate or to otherwise comply with Environmental Laws
    and Environmental Permits pertaining to the presence, generation, treatment,
    storage, use, disposal, transportation or Release of any Hazardous Material on,
    at, in, under, above, to, from or about any of its Real Estate, except where the
    failure to do so would not reasonably be expected to have, either individually
    or in the aggregate, a Material Adverse Effect; (c) notify Agent promptly after
    such Credit Party or any Person within its control becomes aware of any
    violation of Environmental Laws or Environmental Permits or any Release on, at,
    in, under, above, to, from or about any Real Estate that is reasonably likely to
    result in Environmental Liabilities to a Credit Party or its Subsidiaries in
    excess of $100,000; and (d) promptly forward to Agent a copy of any order,
    notice of actual or alleged violation or liability, request for information or
    any communication or report received by such Credit Party or any Person within
    its control in connection with any such violation or Release or any other matter
    relating to any Environmental Laws or Environmental Permits that could
    reasonably be expected to result in Environmental Liabilities in excess of
    $100,000, in each case whether or not the Environmental Protection Agency or any
    Governmental Authority has taken or threatened any action in connection with any
    such violation, Release or other matter. If Agent at any time has a reasonable
    basis to believe that there may be a violation of any Environmental Laws or
    Environmental Permits by any Credit Party or any Person under its control or any
    Environmental Liability arising thereunder, or a Release of Hazardous Materials
    on, at, in, under, above, to, from or about any of its Real Estate, that, in

                                           33

     each case, could reasonably be expected to have a Material Adverse Effect, then
    each Credit Party and its Subsidiaries shall, upon Agent's written request (i)
    cause the performance of such environmental audits including subsurface sampling
    of soil and groundwater, and preparation of such environmental reports, at
    Borrower's expense, as Agent may from time to time reasonably request, which
    shall be conducted by reputable environmental consulting firms reasonably
    acceptable to Agent and shall be in form and substance reasonably acceptable to
    Agent, and (ii) if the Credit Parties fail to perform (or cause performance of)
    any environmental audit under SECTION 4.5(d)(i) above within a reasonable time
    after receiving a written request from Agent, Credit Parties shall permit Agent
    or its representatives to have reasonable access to all Real Estate for the
    purpose of conducting such environmental audits and testing as Agent deems
    appropriate, including subsurface sampling of soil and groundwater. Borrower
    shall reimburse Agent for the costs of such audits and tests and the same will
    constitute a part of the Obligations. Agent confirms that the environmental
    reports provided on or before the Closing Date are satisfactory to it.

             4.6      LANDLORDS' AGREEMENTS, MORTGAGEE AGREEMENTS, BAILEE LETTERS
                      -----------------------------------------------------------
                      AND REAL ESTATE PURCHASES.
                      --------------------------

             Each Credit Party shall use reasonable efforts to obtain a landlord's
    agreement, mortgagee agreement or bailee letter, as applicable, from the lessor
    of Borrower's corporate office, which agreement or letter shall contain a waiver
    or subordination of all Liens or claims that the landlord, mortgagee or bailee
    may assert against the Collateral at that location, and shall otherwise be
    reasonably satisfactory in form and substance to Agent. Each Credit Party shall
    and shall cause its Subsidiaries to timely and fully pay and perform their
    obligations under all leases and other agreements with respect to each leased
    location or public warehouse where any Collateral is or may be located (other
    than Collateral in an aggregate amount for all such locations not to exceed
    $100,000 in the aggregate).

             4.7      FURTHER ASSURANCES.
                      -------------------

                      (a) Each Credit Party shall, from time to time, execute such
    guaranties, financing statements, documents, security agreements and reports as
    Agent or Requisite Lenders at any time may reasonably request to evidence,
    perfect or otherwise implement the guaranties and security for repayment of the
    Obligations contemplated by the Loan Documents.

                      (b) In the event any Credit Party acquires a fee ownership
    interest in real property after the Closing Date, such Credit Party shall
    deliver to Agent a fully executed mortgage or deed of trust over such real
    property in form and substance reasonably satisfactory to Agent, together with
    such title insurance policies, surveys, appraisals, evidence of insurance, legal
    opinions, environmental assessments and other documents and certificates as
    shall be reasonably required by Agent.

                      (c) Each Credit Party shall (i) cause each Person (other than
    Inactive Subsidiaries), upon its becoming a Domestic Subsidiary of such Credit
    Party (provided that this shall not be construed to constitute consent by any of
    the Lenders to any transaction not expressly permitted by the terms of this
    Agreement), promptly to guaranty the Obligations and to grant to Agent, for the
    benefit of Agent and Lenders, a security interest in the real, personal and
    mixed property of such Domestic Subsidiary to secure the Obligations and (ii)

                                           34

     pledge, or cause to be pledged, to Agent, for the benefit of Agent and Lenders,
    all of the Stock of such Domestic Subsidiary to secure the Obligations. Each
    Credit Party shall pledge, or cause to be pledged, to Agent, for the benefit of
    Agent and Lenders, 66% of the outstanding voting Stock and 100% of the
    outstanding nonvoting Stock of any person upon its becoming a first tier Foreign
    Subsidiary of any Credit Party. The documentation for such guaranty, security
    and pledge shall be substantially similar to the Loan Documents executed
    concurrently herewith with such modifications as are reasonably requested by
    Agent.

             4.8      PAYMENT OF TAXES.
                      -----------------

             Each Credit Party shall timely pay and discharge (or cause to be paid
    and discharged) all material taxes, assessments and governmental and other
    charges or levies imposed upon it or upon its income or profits, or upon
    property belonging to it; provided that such Credit Party shall not be required
    to pay any such tax, assessment, charge or levy that is being contested in good
    faith by appropriate proceedings and for which the affected Credit Party shall
    have set aside on its books adequate reserves with respect thereto in
    conformance with GAAP.

             4.9      CASH MANAGEMENT SYSTEMS.
                      ------------------------

             Borrower shall, and shall cause each other Credit Party to, enter into
    Control Agreements with respect to each deposit account maintained by Borrower
    or any Subsidiary of Borrower (other than any payroll account or other
    disbursement account which is a zero balance account) as of or after the Closing
    Date. Each such deposit account control agreement shall be in form and substance
    reasonably satisfactory to Agent. The Credit Parties shall, on or prior to
    December 31, 2006, close each bank account marked by an asterisk on SCHEDULE
    3.17.

             4.10     INTEREST RATE AGREEMENTS.
                      -------------------------

             Within one hundred and twenty (120) days after the Closing Date,
    Borrower shall enter into, and shall thereafter maintain, Interest Rate
    Agreements providing for interest rate protection (a) for at least fifty percent
    (50%) of the outstanding principal amount of the Term Loan B and Second Lien
    Loan, (b) for a term expiring no earlier than two years and six months after the
    Closing Date and (c) other terms and conditions reasonably satisfactory to
    Agent.

             4.11     HEALTHCARE MATTERS.
                      -------------------

             Within five (5) Business Days after any Credit Party obtaining
    knowledge thereof:

                      (i) notice of any material investigation or audit, or pending
    or threatened proceedings relating to any violation by any Credit Party, any of
    their Subsidiaries, or any health care facility to which any Credit Party or any
    their Subsidiaries provides services, of any Health Care Laws (including,
    without limitation, any investigation or audit or proceeding involving violation
    of any of the Medicare and/or Medicaid fraud and abuse provisions);

                      (ii) copies of any written recommendation from any
    Governmental Authority or other regulatory body that any Credit Party or any of
    their Subsidiaries, or any obligor to which any Credit Party or any their
    Subsidiaries provides services should have its licensure, provider or supplier

                                           35

     number, or accreditation suspended, revoked, or limited in any way, or have its
    eligibility to participate in TRICARE, Medicare or Medicaid or to accept
    assignments or rights to reimbursement under TRICARE, Medicaid or Medicare
    regulations suspended, revoked, or limited in any way;

                      (iii) notice of any claim to recover any alleged material
    overpayments with respect to any receivables including, without limitation,
    payments received from TRICARE, Medicare, Medicaid or from any private insurance
    carrier;

                      (iv) notice of termination of eligibility of any Credit Party,
    any Subsidiary of any Credit Party, or any health care facility to which any
    Credit Party provides services to participate in any reimbursement program of
    any private insurance carrier, managed care or similar organization, or other
    obligor applicable to it;

                      (v) notice of any material reduction in the level of
    reimbursement expected to be received with respect to any Receivables;

                      (vi) notice of any reimbursement payment contract or process
    that results or is reasonably expected to result in any claim against a Credit
    Party or any Subsidiary of such Credit Party (including on account of
    overpayments, settlement payments, appeals, repayment plan requests);

                      (vii) copies of any report or communication from any
    Governmental Authority in connection with any inspection of any facility of a
    Credit Party or any Subsidiary of such Credit Party other than those which are
    routine and non-material; and

                      (viii) notice of any healthcare provider's fees being
    contested or disputed.

             4.12     REDEMPTION OF NOTES.
                      --------------------

             Credit Parties shall, or cause the applicable Credit Party to, cause
    the Primedex Subordinated Notes and Radiologix Senior Notes to be redeemed in
    full on or prior to thirty (30) days after the Closing Date.

                                       SECTION 5.
                                   NEGATIVE COVENANTS
                                   ------------------

             Each Credit Party executing this Agreement jointly and severally agrees
    as to all Credit Parties that from and after the date hereof until the
    Termination Date:

             5.1      INDEBTEDNESS.
                      -------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries directly or indirectly to create, incur, assume, or otherwise
    become or remain directly or indirectly liable with respect to any Indebtedness
    (other than pursuant to a Contingent Obligation permitted under SECTION 5.4)
    except:

                                           36

                      (a) Indebtedness described on SCHEDULE 5.1;

                      (b) the Obligations;

                      (c) the Indebtedness incurred under the Second Lien Credit
    Agreement, together with any refinancings, refundings, extensions, renewals
    and/or replacements thereof to the extent permitted by the Intercreditor
    Agreement;

                      (d) [Intentionally Omitted.]

                      (e) intercompany Indebtedness arising from loans made by (i)
    any Credit Party other than Holdings, Beverly, Beverly Radiology and ProNet to
    any other Credit Party other than Holdings, Beverly, Beverly Radiology and
    ProNet, (ii) Borrower to Beverly on the Closing Date in an aggregate amount not
    greater than $15,000,000 and (iii) any Credit Party (other than Beverly) to
    Beverly after the Closing Date in aggregate amount not to exceed $10,000,000 at
    any time outstanding (in addition to loans made pursuant to clause (ii) above)
    at any time outstanding; provided, however, that upon the request of Agent at
    any time, such Indebtedness shall be evidenced by promissory notes having terms
    reasonably satisfactory to Agent, the sole originally executed counterparts of
    which shall be pledged and delivered to Agent, for the benefit of Agent and
    Lenders, as security for the Obligations;

                      (f) Indebtedness incurred during any Fiscal Year in amount not
    to exceed $15,000,000 in the aggregate which is secured by purchase money Liens
    or incurred with respect to Capital Leases and purchase money Indebtedness (the
    "YEARLY PMSI LIMIT"); PROVIDED, HOWEVER, that commencing with Fiscal Year 2007,
    the Yearly PMSI Limit will be increased in any period by an amount equal to 50%
    of the difference obtained by taking the Yearly PMSI Limit (excluding any PMSI
    Carry Over Amounts) MINUS the actual amount of such Indebtedness incurred during
    such prior period (the "PMSI CARRY OVER AMOUNT") (and such PMSI Carry Over
    Amount shall be deemed to be the last amount of Indebtedness incurred in that
    succeeding period);

                      (g) unsecured Indebtedness of a Target incurred in connection
    with a Permitted Acquisition so long as the aggregate amount of such unsecured
    Indebtedness does not exceed (i) $5,000,000 for any Permitted Acquisition and
    (ii) $15,000,000 for all Permitted Acquisitions, PROVIDED, HOWEVER, that if the
    aggregate amount of such unsecured Indebtedness exceeds $5,000,000 for all
    Permitted Acquisitions, any additional unsecured Indebtedness shall be subject
    to an intercreditor agreement, in form and substance reasonably acceptable to
    Agent;

                      (h) any other unsecured Indebtedness (excluding unsecured
    Indebtedness of a Target incurred in connection with a Permitted Acquisition)
    not to exceed $5,000,000 in an aggregate principal amount at any time
    outstanding;

                      (i) Indebtedness under Interest Rate Agreements entered into
    pursuant to SECTION 4.10 entered into to protect Borrower or Subsidiary thereof
    against fluctuations in interest rates in respect of Indebtedness otherwise
    permitted under this Agreement or (ii) other hedging agreements providing
    protection against fluctuations in currency values or commodity prices in
    connection with Borrower's or any of its Subsidiaries' operations, so long as
    the purpose of any such agreement is a bona fide hedging activity (and is not
    for speculative purposes); and

                                           37

                      (j) refinancings of Indebtedness permitted under clauses (a)
    and (d) which have been approved by the Agent and do not accelerate the
    scheduled dates for payment thereof, increase the principal amounts thereof,
    materially increase any interest rate or fees applicable thereto, add additional
    obligors therefor, or enhance the collateral therefor or the priority thereof.

             5.2      LIENS AND RELATED MATTERS.
                      --------------------------

                      (a) NO LIENS. The Credit Parties shall not and shall not cause
    or permit their Subsidiaries to directly or indirectly create, incur, assume or
    permit to exist any Lien on or with respect to any property or asset of such
    Credit Party or any such Subsidiary, whether now owned or hereafter acquired, or
    any income or profits therefrom, except Permitted Encumbrances (including,
    without limitation, those Liens constituting Permitted Encumbrances existing on
    the date hereof and renewals and extensions thereof, as set forth on SCHEDULE
    5.2).

                      (b) NO NEGATIVE PLEDGES. The Credit Parties shall not and
    shall not cause or permit their Subsidiaries to directly or indirectly enter
    into or assume any agreement (other than the Loan Documents and Second Lien Loan
    Documents) prohibiting the creation or assumption of any Lien upon its
    properties or assets, whether now owned or hereafter acquired and other than (i)
    provisions restricting subletting or assignment under any lease governing a
    leasehold interest or lease of personal property; (ii) restrictions with respect
    to a Subsidiary imposed pursuant to any agreement which has been entered into
    for the sale of disposition of all or substantially all of the equity interests
    or assets of such Subsidiary, so long as such sale or disposition of all or
    substantially all of the equity interests or assets of such Subsidiary is
    permitted under this Agreement; and (iii) restrictions on assignments or
    sublicensing of licensed Intellectual Property.

                      (c) NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO BORROWER.
    Except as provided herein and the Second Lien Loan Documents, the Credit Parties
    shall not and shall not cause or permit their Subsidiaries to directly or
    indirectly create or otherwise cause or suffer to exist or become effective any
    consensual encumbrance or restriction of any kind on the ability of any such
    Subsidiary to: (1) pay dividends or make any other distribution on any of such
    Subsidiary's Stock owned by Borrower or any other Subsidiary; (2) pay any
    Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or
    advances to Borrower or any other Subsidiary; or (4) transfer any of its
    property or assets to Borrower or any other Subsidiary.

             5.3      INVESTMENTS.
                      ------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly make or own any Investment in any Person
    except:

             (a) Borrower and its Subsidiaries may make and own Investments in Cash
    Equivalents subject to Control Agreements in favor of Agent;

             (b) Borrower and the other Credit Parties may make loans to other
    Credit Parties to the extent permitted under SECTION 5.1;

                                           38

             (c) Borrower and its Subsidiaries may make loans and advances to
    employees for moving, entertainment, travel and other similar expenses in the
    ordinary course of business not to exceed $1,500,000 in the aggregate at any
    time outstanding;

             (d) Credit Parties and their Subsidiaries may make capital
    contributions to their wholly-owned Subsidiaries that are Credit Parties other
    than Beverly, Beverly Radiology, ProNet and FRI;

             (e) Investments representing non-cash consideration received in
    accordance with SECTION 5.7;

             (f) Investments existing on the Closing Date, as set forth on SCHEDULE
    5.3 and any renewals, amendments and replacements thereof that do not increase
    the amount thereof;

             (g) each Credit Party may hold investments comprised of notes payable,
    or stock or other securities issued by financially troubled Account Debtors
    (excluding Affiliates) to such Credit Party pursuant to agreements with respect
    to settlement of such Account Debtor's Accounts with such Credit Party
    negotiated in the ordinary course of business;

             (h) Investments consisting of loans by Borrower to employees of
    Borrower which are used solely by such employees to simultaneously purchase the
    Stock of Holdings, provided that Holdings contemporaneously contributes the
    proceeds of such Stock to the capital of Borrower;

             (i) Interest Rate Agreements and other hedging agreements entered into
    in compliance with SECTION 5.1;

             (j) Borrower and its Subsidiaries may make advances in the form of a
    prepayment of expenses, so long as such expenses were incurred in the ordinary
    course of business and are being paid in accordance with customary trade terms
    of Borrower or such Subsidiary;

             (k) Permitted Acquisitions; and

             (l) in addition to Investments in Persons existing on the Closing Date
    as set forth on SCHEDULE 5.3, Borrower and its Subsidiaries may make equity
    Investments in Persons which are not Subsidiaries of Holdings in an aggregate
    amount not to exceed $2,000,000 in any Fiscal Year (the "YEARLY EQUITY
    INVESTMENT LIMIT") and $8,000,000 in the aggregate after the Closing Date;
    PROVIDED, HOWEVER, that commencing with Fiscal Year 2007, the Yearly Equity
    Investment Limit will be increased in any Fiscal Year by an amount equal to 50%
    of the difference obtained by taking the Yearly Equity Investment Limit
    (excluding any Equity Carry Over Amounts) MINUS the actual amount of such equity
    Investments made during the immediately preceding Fiscal Year (the "EQUITY CARRY
    OVER Amount") (and such Equity Carry Over Amount shall be deemed to be the last
    amount of such equity Investments made during that succeeding Fiscal Year).

             5.4      CONTINGENT OBLIGATIONS.
                      -----------------------

                                           39

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly create or become or be liable with
    respect to any Contingent Obligation except:

                      (a) Contingent Obligations with respect to the Second Lien
    Loan Obligations and Letter of Credit Obligations;

                      (b) those arising under Interest Rate Agreements or other
    hedging agreements entered into in compliance with SECTION 5.1;

                      (c) those resulting from endorsement of negotiable instruments
    for collection in the ordinary course of business;

                      (d) those existing on the Closing Date and described in
    SCHEDULE 5.4;

                      (e) those arising under indemnity agreements to title insurers
    to cause such title insurers to issue to Agent mortgagee title insurance
    policies;

                      (f) those arising with respect to customary indemnification
    obligations incurred in connection with Asset Dispositions permitted hereunder;

                      (g) those incurred in the ordinary course of business with
    respect to (i) surety and appeal bonds, performance and return-of-money bonds
    and other similar obligations not exceeding at any time outstanding $1,000,000
    in aggregate liability and (ii) bonds required to be posted in connection with
    worker's compensation insurance not exceeding at any time outstanding $3,000,000
    in aggregate liability;

                      (h) those incurred with respect to Indebtedness permitted by
    SECTION 5.1 provided that (i) any such Contingent Obligation is subordinated to
    the Obligations to the same extent as the Indebtedness to which it relates is
    subordinated to the Obligations and (ii) no Credit Party may incur Contingent
    Obligations in respect of Indebtedness incurred by any Person that is not a
    Credit Party under this clause (h);

                      (i) guaranties of leases for leased premises of any Credit
    Party issued by Holdings and Borrower in ordinary course of business consistent
    with past practices; and

                      (j) any other Contingent Obligation not expressly permitted by
    clauses (a) through (i) above, so long as any such other Contingent Obligations,
    in the aggregate at any time outstanding, do not exceed $1,500,000 and no Credit
    Party may incur Contingent Obligations in respect of Indebtedness incurred by
    any Person that is not a Credit Party under this clause (j).

             5.5      RESTRICTED PAYMENTS.
                      --------------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly declare, order, pay, make or set apart
    any sum for any Restricted Payment, except that:

                      (a) Each Credit Party other than Holdings may make payments
    and distributions to Holdings (whether directly or through sequential upstream
    Restricted Payments) that are used by Holdings to pay federal and state income
    taxes then due and owing, franchise taxes and other similar licensing expenses

                                           40

     incurred in the ordinary course of business; PROVIDED that each Credit Party's
    aggregate contribution to taxes as a result of the filing of a consolidated or
    combined return by Holdings shall not be greater, nor the aggregate receipt of
    tax benefits less, than they would have been had such Credit Party not filed a
    consolidated or combined return with Holdings;

                      (b) Direct Subsidiaries of Borrower may make Restricted
    Payments to Borrower;

                      (c) Except as otherwise expressly prohibited by the
    Intercreditor Agreement and provided no optional prepayments are made until the
    Discharge of First Lien Obligations (other than in connection with a
    "Refinancing" thereof (as defined in, and to the extent permitted by, the
    Intercreditor Agreement)) Borrower and each other Credit Party may make payments
    pursuant to the terms of the Second Lien Credit Agreement;

                      (d) Borrower may pay dividends to Holdings to permit Holdings
    to repurchase Stock owned by employees of Borrower whose employment with
    Borrower and its Subsidiaries has been terminated, provided that such Restricted
    Payments shall not exceed $7,000,000 during the term of this Agreement in the
    aggregate and provided that no Event of Default exists at the time of such
    Restricted Payment or would occur as a result thereof;

                      (e) on the Closing Date, Borrower may pay a dividend to
    Holdings to permit Holdings to deposit funds with American Stock Transfer and
    Trust Company in an amount not to exceed $16,626,464 in order to redeem the
    Primedex Subordinated Notes on or prior to thirty (30) days after the Closing
    Date (and Holdings may and shall upon receipt of such dividend from Borrower
    make the payment described in this clause (e) on the Closing Date);

                      (f) on the Closing Date, Radiologix may make payments in an
    aggregate amount not to exceed (i) $170,055,715 in order to covenant defease the
    Radiologix Senior Notes on the Closing Date and redeem such Radiologix Senior
    Notes on or prior to thirty (30) days after the Closing Date and (ii)
    $12,297,082 to the holder of the Radiologix Subordinated Note (and Radiologix
    shall make the payments described in this clause (f) on the Closing Date); and

                      (g) Borrower may pay dividends to Holdings to permit Holdings
    to pay corporate overhead expenses in the ordinary course of business, provided
    that such Restricted Payments shall not exceed $2,000,000 in any Fiscal Year and
    provided that no Event of Default exists at the time of such Restricted Payment
    or would occur as a result thereof.

             5.6      RESTRICTION ON FUNDAMENTAL CHANGES.
                      -----------------------------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly: (a) except as described on SCHEDULE 5.6,
    amend, modify or waive any term or provision of its organizational documents in
    a manner adverse to the Lenders, including its articles of incorporation,
    certificates of designations pertaining to preferred stock, by-laws, partnership
    agreement or operating agreement in any manner adverse to the Agent or Lenders,
    or cause any equity interest in any limited liability company to be
    certificated, unless required by law; (b) enter into any transaction of merger

                                           41

     or consolidation except, upon not less than five (5) Business Days prior written
    notice to Agent, any wholly-owned Subsidiary of Borrower may be merged with or
    into Borrower (PROVIDED that Borrower is the surviving entity) or any other
    wholly-owned Subsidiary of Borrower (provided that, in the case of any such
    merger of any Domestic Subsidiary with or into a Foreign Subsidiary, the
    Domestic Subsidiary is the surviving entity); (c) liquidate, wind-up or dissolve
    itself (or suffer any liquidation or dissolution); or (d) acquire by purchase or
    otherwise all or any substantial part of the Stock, business or assets of any
    other Person. Notwithstanding the foregoing, Borrower (or Holdings, so long as
    contemporaneously therewith, all assets so acquired are transferred to Borrower
    contemporaneous with the closing of such acquisition), may acquire all or
    substantially all of the assets or Stock of any Person (the "TARGET") (in each
    case, a "PERMITTED ACQUISITION") subject to the satisfaction of each of the
    following conditions:

             (i) Agent shall receive at least 30 Business Days' prior written notice
    of such proposed Permitted Acquisition, which notice shall include a reasonably
    detailed description of such proposed Permitted Acquisition;

             (ii) such Permitted Acquisition shall only involve assets located in
    the United States and comprising a business, or those assets of a business, of
    the type engaged in by Borrower as of the Closing Date, and which business would
    not subject Agent or any Lender to regulatory or third party approvals in
    connection with the exercise of its rights and remedies under this Agreement or
    any other Loan Documents other than approvals applicable to the exercise of such
    rights and remedies with respect to Borrower prior to such Permitted
    Acquisition;

             (iii) such Permitted Acquisition shall be consensual and shall have
    been approved by the Target's board of directors;

             (iv) no additional Indebtedness, Guaranteed Indebtedness, Contingent
    Obligations or other liabilities shall be incurred, assumed or otherwise be
    reflected on a consolidated balance sheet of Borrower and Target after giving
    effect to such Permitted Acquisition, except (A) ordinary course trade payables
    and accrued expenses and (B) Indebtedness otherwise permitted under SECTION
    5.1(f) or 5.1(g) of the Target not to exceed $8,000,000 in the aggregate for any
    Permitted Acquisition so long as on a pro forma basis, Holdings and its
    Subsidiaries would have had a Leverage Ratio and Senior Leverage Ratio of less
    than or equal to the Leverage Ratio and Senior Leverage Ratio, respectively, of
    Holdings and its Subsidiaries for the four quarter period ending on the last day
    of the month immediately preceding the month in which such proposed Permitted
    Acquisition is to be consummated (after giving effect to such Permitted
    Acquisition and all Loans funded in connection therewith as if made on the first
    day such period); in each case to the extent no Default or Event of Default has
    occurred and is continuing or would result after giving effect to such Permitted
    Acquisition;

             (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 $8,000,000 and the sum of such amounts
    payable in connection with all Permitted Acquisitions shall not exceed
    $32,000,000, and the portion thereof allocable to goodwill and intangible assets
    for all such Permitted Acquisitions during the term hereof shall not exceed
    $16,000,000;

                                           42

             (vi) unless otherwise consented to in writing by Agent, the Target
    shall not have negative EBITDA for the trailing twelve-month period greater than
    $1,000,000 preceding the date of the Permitted Acquisition, as determined based
    upon the Target's financial statements for its most recently completed fiscal
    year and its most recent interim financial period completed within sixty (60)
    days prior to the date of consummation of such Permitted Acquisition;

             (vii) the business and assets acquired in such Permitted Acquisition
    shall be free and clear of all Liens (other than Permitted Encumbrances);

             (viii) at or prior to the closing of any Permitted Acquisition, Agent
    will be granted a first priority perfected Lien (subject to Permitted
    Encumbrances) in all assets acquired pursuant thereto or in the assets and Stock
    of the Target, and Holdings and Borrower and the Target shall comply with
    SECTION 4.7 and shall otherwise have executed such documents and taken such
    actions as may be required by Agent in connection therewith;

             (ix) Concurrently with delivery of the notice referred to in CLAUSE (I)
    above, Borrower shall have delivered to Agent, in form and substance reasonably
    satisfactory to Agent:

                               (A) a pro forma consolidated balance sheet, income
    statement and cash flow statement of Holdings and its Subsidiaries (the
    "ACQUISITION PRO FORMA"), based on recent financial statements, which shall be
    complete and shall fairly present in all material respects the assets,
    liabilities, financial condition and results of operations of Holdings and its
    Subsidiaries in accordance with GAAP consistently applied, but taking into
    account such Permitted Acquisition and the funding of all Loans in connection
    therewith, and such Acquisition Pro Forma shall reflect that (x) on a pro forma
    basis, Holdings and its Subsidiaries would have had a Leverage Ratio and Senior
    Leverage Ratio with a numerator (or equivalent thereof) one quarter (0.25) less
    than otherwise permitted (for example, if the permitted Leverage Ratio is less
    than or equal 3.00 to 1.00, Holdings and its Subsidiaries must have a Leverage
    Ratio of less than or equal to 2.75 to 1.00) for the four quarter period ending
    on the last day of the month immediately preceding the month in which such
    proposed Permitted Acquisition is to be consummated (after giving effect to such
    Permitted Acquisition and all Loans funded in connection therewith as if made on
    the first day of such period), (y) average daily Borrowing Availability for the
    90-day period preceding the consummation of such Permitted Acquisition would
    have exceeded $10,000,000 on a pro forma basis (after giving effect to such
    Permitted Acquisition and all Loans funded in connection therewith as if made on
    the first day of such period) and the Acquisition Projections (as hereinafter
    defined) shall reflect that such Borrowing Availability of $10,000,000 shall
    continue for at least 90 days after the consummation of such Permitted
    Acquisition, and (z) on a pro forma basis, no Event of Default has occurred and
    is continuing or would result after giving effect to such Permitted Acquisition
    and Borrower would have been in compliance with the financial covenants set
    forth in SECTION 6 for the four quarter period reflected in the Compliance and
    Excess Cash Flow Certificate most recently delivered to Agent pursuant to
    SECTION 6.2(o) prior to the consummation of such Permitted Acquisition (after
    giving effect to such Permitted Acquisition and all Loans funded in connection
    therewith as if made on the first day of such period);

                               (B) updated versions of the most recently delivered
    Projections covering the 3 year period commencing on the date of such Permitted

                                           43

     Acquisition and otherwise prepared in accordance with the Projections (the
    "ACQUISITION PROJECTIONS") and based upon historical financial data of a recent
    date reasonably satisfactory to Agent, taking into account such Permitted
    Acquisition; and

                               (C) a certificate of the chief financial officer of
    Borrower to the effect that: (w) Borrower (after taking into consideration all
    rights of contribution and indemnity Borrower has against Holdings and each
    other Subsidiary of Holdings) will be Solvent upon the consummation of the
    Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the
    financial condition of Holdings and its Subsidiaries (on a consolidated basis)
    as of the date thereof after giving effect to the Permitted Acquisition; (y) the
    Acquisition Projections are reasonable estimates of the future financial
    performance of Holdings and its Subsidiaries subsequent to the date thereof
    based upon the historical performance of Holdings and its Subsidiaries and the
    Target and show that Holdings and its Subsidiaries shall continue to be in
    compliance with the financial covenants set forth in SECTION 6 for the 3-year
    period thereafter; and (z) Holdings and its Subsidiaries have completed their
    due diligence investigation with respect to the Target and such Permitted
    Acquisition, which investigation was conducted in a manner similar to that which
    would have been conducted by a prudent purchaser of a comparable business and
    the results of which investigation were delivered to Agent and Lenders;

             (x) on or prior to the date of such Permitted Acquisition, Agent shall
    have received, in form and substance reasonably satisfactory to Agent, copies of
    the acquisition agreement and related agreements and instruments, and all
    opinions, certificates, lien search results and other documents reasonably
    requested by Agent, including those specified in the last sentence of SECTION
    4.6; and

             (xi) at the time of such Permitted Acquisition and after giving effect
    thereto, no Default or Event of Default has occurred and is continuing.

             5.7      DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.
                      ---------------------------------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer
    or otherwise dispose of, or grant any Person an option to acquire, in one
    transaction or a series of related transactions, any of its property, business
    or assets, whether now owned or hereafter acquired, except for (a) sales of
    inventory to customers in the ordinary course of business and dispositions of
    obsolete equipment not used or useful in the business; (b) any condemnation or
    taking of such assets by eminent domain proceedings; and (c) Asset Dispositions
    by Borrower and its Subsidiaries (excluding sales of Accounts and Stock of any
    of Holdings' Subsidiaries) if all of the following conditions are met: (i) the
    aggregate fair market value of assets sold or otherwise disposed of in any
    Fiscal Year does not exceed $3,000,000; (ii) the consideration received is at
    least equal to the fair market value of such assets (as determined by the board
    of directors of the applicable Credit Party in good faith); (iii) at least 85%
    of the consideration received is cash; (iv) the Net Proceeds of such Asset
    Disposition are applied as required by SECTION 1.5(c); (v) after giving effect
    to the Asset Disposition and the repayment of Indebtedness with the proceeds
    thereof, Borrower is in compliance on a pro forma basis with the covenants set
    forth in SECTION 6 recomputed for the most recently ended quarter for which
    information is available; and (vi) no Event of Default has occurred and is
    continuing or would result from such Asset Disposition.

                                           44

             5.8      TRANSACTIONS WITH AFFILIATES.
                      -----------------------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly enter into or permit to exist any
    transaction (including the purchase, sale, lease or exchange of any property or
    the rendering of any management, consulting, investment banking, advisory or
    other similar services) with any Affiliate or with any director, officer or
    employee of any Credit Party, except (a) as set forth on SCHEDULE 5.8, (b)
    transactions in the ordinary course of and pursuant to the reasonable
    requirements of the business of any such Credit Party or any of its Subsidiaries
    and upon fair and reasonable terms which (except in the case of transactions
    among Domestic Credit Parties) are fully disclosed to Agent and are no less
    favorable to any such Credit Party or any of its Subsidiaries than would be
    obtained in a comparable arm's length transaction with a Person that is not an
    Affiliate, (c) payment of reasonable compensation to officers and employees for
    services actually rendered to any such Credit Party or any of its Subsidiaries;
    (d) payment of director's fees not to exceed $500,000 in the aggregate for any
    Fiscal Year of Holdings; (e) loans to employees permitted in SECTION 5.3, (f)
    Restricted Payments permitted in SECTION 5.5 and the agreements pursuant to
    which such Restricted Payments are required to be made, (g) reimbursement of
    employee travel and lodging costs incurred in the ordinary course of business,
    (h) the guaranty of the Obligations by Credit Parties, (i) employment
    agreements, equity incentive agreements and other employee and management
    arrangements in the ordinary course of business which are fully disclosed to the
    Agent and (j) the guaranty of the Second Lien Loan Obligations.

             5.9      CONDUCT OF BUSINESS.
                      --------------------

             Holdings shall not engage in any business activity other than its
    ownership of the Stock of its Subsidiaries and its performance of the Related
    Transaction Documents. The Credit Parties (other than Holdings) shall not and
    shall not cause or permit their Subsidiaries to directly or indirectly engage in
    any business other than businesses of the type described on SCHEDULE 5.9.

             5.10     CHANGES RELATING TO INDEBTEDNESS.
                      ---------------------------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly change or amend the terms of the Second
    Lien Loan Documents if such change or amendment would breach the terms of the
    Intercreditor Agreement.

             5.11     FISCAL YEAR.
                      ------------

             No Credit Party shall change its Fiscal Year or permit any of its
    Subsidiaries to change their respective Fiscal Years; PROVIDED, however, that on
    or prior to December 31, 2006, the Credit Parties and their Subsidiaries may
    change their respective Fiscal Years to be the annual accounting period ending
    December 31 of each year.

             5.12     PRESS RELEASE; PUBLIC OFFERING MATERIALS.
                      -----------------------------------------

             Each Credit Party executing this Agreement agrees that neither it nor
    its Affiliates will in the future issue any press releases or other public
    disclosure, including any prospectus, proxy statement or other materials filed
    with any Governmental Authority relating to a public offering of the Stock of
    any Credit Party, using the name of GE Capital or its affiliates or referring to
    this Agreement, the other Loan Documents or the Related Transactions Documents

                                           45

     without at least two (2) Business Days' prior notice to GE Capital and without
    the prior written consent of GE Capital unless (and only to the extent that)
    such Credit Party or Affiliate is required to do so under law and then, in any
    event, such Credit Party or Affiliate will consult with GE Capital before
    issuing such press release or other public disclosure.

             5.13     SUBSIDIARIES.
                      -------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to directly or indirectly establish, create or acquire any new
    Subsidiary, other than in connection with a Permitted Acquisition.

             5.14     DEPOSIT ACCOUNTS.
                      -----------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to establish any new deposit accounts (other than payroll, employee
    benefits and other similar trust accounts) without prior written notice to Agent
    and unless Agent and the bank at which the account is to be opened enter into a
    Control Agreement in form and substance reasonably acceptable to Agent.

             5.15     HAZARDOUS MATERIALS.
                      --------------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries to cause or permit a Release of any Hazardous Material on, at, in,
    under, above, to, from or about any of the Real Estate where such Release would
    (a) violate in any respect, or form the basis for any Environmental Liabilities
    by the Credit Parties or any of their Subsidiaries under, any Environmental Laws
    or Environmental Permits or (b) otherwise adversely impact the value or
    marketability of any of the Real Estate or any of the Collateral, other than
    such violations or Environmental Liabilities that could not reasonably be
    expected to have a Material Adverse Effect.

             5.16     ERISA.
                      ------

             The Credit Parties shall not and shall not cause or permit any ERISA
    Affiliate to, cause or permit to occur an ERISA Event to the extent such ERISA
    Event could reasonably be expected to have a Material Adverse Effect.

             5.17     SALE-LEASEBACKS.
                      ----------------

             The Credit Parties shall not and shall not cause or permit any of their
    Subsidiaries to engage in any sale-leaseback, synthetic lease or similar
    transaction involving any of its assets.

             5.18     PREPAYMENTS OF OTHER INDEBTEDNESS.
                      ----------------------------------

             The Credit Parties shall not, directly or indirectly, voluntarily
    purchase, redeem, defease or prepay any principal of, premium, if any, interest
    or other amount payable in respect of any Subordinated Debt other than (a)
    intercompany Indebtedness reflecting amounts owing to Borrower and (b) as
    permitted in SECTION 5.5(c).

                                           46

             5.19     CHANGES TO MATERIAL CONTRACTS.
                      ------------------------------

             The Credit Parties shall not and shall not cause or permit any of their
    Subsidiaries to change, amend or waive the terms of the Management Agreement or
    Merger Agreement.

             5.20     OPERATING LEASES.
                      -----------------

             The Credit Parties shall not and shall not cause or permit their
    Subsidiaries directly or indirectly to create, incur, assume, or otherwise
    become or remain directly or indirectly liable with respect to operating leases
    requiring payments in excess of $25,500,000 in the aggregate in any Fiscal Year.

             5.21     INACTIVE SUBSIDIARIES.
                      ----------------------

             The Credit Parties shall not permit any Inactive Subsidiary to engage
    in any trade or business or own any assets (other than Stock of its
    Subsidiaries) with a fair market value in the aggregate in excess of $10,000 or
    incur any Indebtedness or Guaranteed Indebtedness.

                                       SECTION 6.
                              FINANCIAL COVENANTS/REPORTING

             Borrower covenants and agrees that from and after the date hereof until
    the Termination Date, Borrower shall perform and comply with, and shall cause
    each of the other Credit Parties to perform and comply with, all covenants in
    this SECTION 6 applicable to such Person.

             6.1      FINANCIAL COVENANTS.
                      --------------------

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

    PERIOD                                                    MAXIMUM CAPITAL EXPENDITURES PER PERIOD
    ------                                                    ---------------------------------------
    Fiscal Year 2006                                          $32,000,000

    Fiscal Year 2007                                          $32,000,000

    Fiscal Year 2008                                          $33,000,000

    Fiscal Year 2009                                          $33,000,000

    Fiscal Year 2010                                          $34,000,000

    Fiscal Year 2011                                          $34,000,000

    Fiscal Year 2012 and each Fiscal Year thereafter          $35,000,000

    PROVIDED, HOWEVER, that commencing with Fiscal Year 2007, 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

                                           47

     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.

                      (b)      INTENTIONALLY OMMITED.
                               ----------------------

                      (c) 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 June 30, 2008;
                      1.15     for the Fiscal Quarter ending September 30, 2008;
                      1.20     for the Fiscal Quarter ending December 31, 2008; and
                      1.25     for each Fiscal Quarter ending thereafter.

                      (d)      INTENTIONALLY OMITTED.
                               ----------------------

                      (e) 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 and
                               March 31, 2008;
                      4.90     for the Fiscal Quarter ending June 30, 2008;
                      4.75     for the Fiscal Quarter ending September 30, 2008;
                      4.50     for the Fiscal Quarters ending December 31, 2008 and
                               March 31, 2009;
                      4.25     for the Fiscal Quarters ending June 30, 2009 and
                               September 30, 2009;
                      4.00     for the Fiscal Quarters ending December 31, 2009 and
                               March 31, 2010;
                      3.75     for the Fiscal Quarters ending June 30, 2010 and
                               September 30, 2010;
                      3.50     for the Fiscal Quarters ending December 31, 2010 and
                               March 31, 2011;

                                           48

                      3.25     for the Fiscal Quarters ending June 30, 2011 and
                               September 30, 2011;
                      3.00     for the Fiscal Quarters ending December 31, 2011 and
                               March 31, 2012;
                      2.75     for the Fiscal Quarter ending June 30, 2012; and
                      2.50     for each Fiscal Quarter ending thereafter.

                      (f) 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 Quarter ending December 31, 2007;
                      3.10     for the Fiscal Quarter ending March 31, 2008;
                      3.00     for the Fiscal Quarter ending June 30, 2008;
                      2.90     for the Fiscal Quarter ending September 30, 2008;
                      2.80     for the Fiscal Quarter ending December 31, 2008 and
                               March 31, 2009;
                      2.65     for the Fiscal Quarters ending June 30, 2009 and
                               September 30, 2009;
                      2.50     for the Fiscal Quarters ending December 31, 2009 and
                               March 31, 2010;
                      2.25     for each Fiscal Quarter ending after March 31, 2010
                               but on or prior to March 31, 2011; and
                      2.00     for each Fiscal Quarter ending thereafter.

             6.2      FINANCIAL STATEMENTS AND OTHER REPORTS.
                      ---------------------------------------

             Holdings and Borrower will maintain, and cause each of its Subsidiaries
    to maintain, a system of accounting established and administered in accordance
    with sound business practices to permit preparation of Financial Statements in
    conformity with GAAP (it being understood that monthly Financial Statements are
    not required to have footnote disclosures). Borrower will deliver each of the
    Financial Statements and other reports described below to Agent (and each Lender
    in the case of the Financial Statements and other reports described in SECTIONS
    (6.2)(a), (b), (d), (e), (f), (h), (i), (j) and (o)).

                      (a)      MONTHLY FINANCIALS AND QUARTERLY STATEMENTS.
                               --------------------------------------------

                               (i) As soon as available and in any event within
    forty-five (45) days after the end of each Fiscal Month (including the last
    Fiscal Month of Holdings' Fiscal Year), Borrower will deliver (1) the

                                           49

     consolidated and consolidating balance sheets of Holdings and its Subsidiaries,
    as at the end of such month, and the related consolidated and consolidating
    statements of income, stockholders' equity and cash flow for such Fiscal Month
    and for the period from the beginning of the then current Fiscal Year of
    Holdings to the end of such Fiscal Month, (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.

                               (ii) As soon as available and in any event within
    forty-five (45) days after the end of each Fiscal Quarter, Borrower will deliver
    unit volumes and historical net collections by major payor groups and a
    consolidated statement of stockholder's equity.

                               (iii) As soon as available and in any event within
    forty-five (45) days after the end of each Fiscal Quarter beginning with the
    Fiscal Quarter ending March 31, 2007 through and including the Fiscal Quarter
    ending December 31, 2009, a report setting forth the status of the integration
    and cost savings as a result of the transactions contemplated by the Merger
    Agreement.

                      (b) YEAR-END FINANCIALS. As soon as available and in any event
    within ninety (90) days (or if Holdings files an extension with the Securities &
    Exchange Commission, one hundred and five (105) days; PROVIDED, that Borrower
    has given Agent a written explanation within ninety (90) days after the end of
    the applicable Fiscal Year of Holdings, in form and substance reasonably
    acceptable to Agent, regarding the need for such extension) after the end of
    each Fiscal Year of Holdings, Borrower will deliver (1) the consolidated and
    consolidating balance sheets of Holdings and its Subsidiaries, as at the end of
    such year, and the related consolidated and consolidating statements of income,
    stockholders' equity and cash flow for such Fiscal Year, (2) 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 and (3) a report with respect to the consolidated
    Financial Statements from a firm of Certified Public Accountants selected by
    Borrower and reasonably acceptable to Agent, which report shall be prepared in
    accordance with Statement of Auditing Standards No. 58 (the "STATEMENT")
    "Reports on Audited Financial Statements" and such report shall be "Unqualified"
    (as such term is defined in such Statement).

                      (c) ACCOUNTANTS' REPORTS. Promptly upon receipt thereof,
    Borrower will deliver copies of all significant reports submitted by Holdings'
    firm of certified public accountants in connection with each annual, interim or
    special audit or review of any type of the Financial Statements or related
    internal control systems of Holdings or its Subsidiaries made by such
    accountants, including any comment letter submitted by such accountants to
    management in connection with their services.

                      (d) BORROWING BASE CERTIFICATE. As soon as available and in
    any event within five (5) Business Days after the end of each Fiscal Month,
    concurrently with the delivery of any Notice of Revolving Credit Advance and

                                           50

     from time to time upon the reasonable request of Agent, Borrower will deliver a
    Borrowing Base Certificate (in substantially the same form as EXHIBIT 6.2(D),
    the "BORROWING BASE CERTIFICATE") as at the last day of such period.

                      (e) MANAGEMENT REPORT. Together with each delivery of
    Financial Statements of Borrower pursuant to SECTIONS 6.2(a)(ii) and (b),
    Borrower will deliver a management report (1) describing the operations and
    financial condition of Holdings and its Subsidiaries for the Fiscal Month then
    ended and the portion of the current Fiscal Quarter then elapsed (or for the
    Fiscal Year then ended in the case of year-end financials) and (2) discussing
    the reasons for any significant variations. The information above shall be
    presented in reasonable detail and shall be certified by the chief financial
    officer of Holdings to the effect that such information fairly presents the
    results of operations and financial condition of Holdings Borrower and its
    Subsidiaries as at the dates and for the periods indicated.

                      (f) [INTENTIONALLY OMITTED.]

                      (g) APPRAISALS. From time to time, if Agent or any Lender
    determines that obtaining appraisals is necessary in order for Agent or such
    Lender to comply with applicable laws or regulations, Agent will, at Borrower's
    expense, obtain appraisal reports in form and substance and from appraisers
    reasonably satisfactory to Agent stating the then current fair market values of
    all or any portion of the Real Estate owned by Credit Parties. In addition to
    the foregoing, at Borrower's expense, at any time while and so long as an Event
    of Default shall have occurred and be continuing, and in the absence of a
    Default or Event of Default not more than once during each calendar year, Agent
    may obtain appraisal reports in form and substance and from appraisers
    satisfactory to Agent stating the then current market values of all or any
    portion of the Real Estate and personal property owned by any of the Credit
    Parties.

                      (h) PROJECTIONS. As soon as available and in any event no
    later than the last day of each of Holdings' Fiscal Years, Borrower will deliver
    Projections of Holdings and its Subsidiaries for the forthcoming three (3)
    Fiscal Years, year by year, and for the forthcoming Fiscal Year, Fiscal Month by
    Fiscal Month.

                      (i) SEC FILINGS AND PRESS RELEASES. Promptly upon their
    becoming available, Borrower will deliver copies of (1) all Financial
    Statements, reports, notices and proxy statements, material reports and material
    notices sent or made available by Holdings or any of their Subsidiaries to their
    Stockholders, (2) all regular and periodic reports and all registration
    statements and prospectuses, if any, filed by Holdings or any of their
    Subsidiaries with any securities exchange or with the Securities and Exchange
    Commission, any Governmental Authority or any private regulatory authority, and
    (3) all press releases and other statements made available by Holdings or any of
    its Subsidiaries to the public concerning developments in the business of any
    such Person.

                      (j) EVENTS OF DEFAULT, Etc. Promptly upon any officer of any
    Credit Party obtaining knowledge of any of the following events or conditions,
    Borrower shall deliver copies of all notices given or received by Holdings or
    any of its Subsidiaries with respect to any such event or condition and a
    certificate of Borrower's chief executive officer specifying the nature and
    period of existence of such event or condition and what action Holdings or any

                                           51

     of its Subsidiaries has taken, is taking and proposes to take with respect
    thereto: (1) any condition or event that constitutes, or which could reasonably
    be expected to result in the occurrence of, an Event of Default or Default; (2)
    any notice that any Person has given to Borrower or any of its Subsidiaries or
    any other action taken with respect to a claimed default or event or condition
    of the type referred to in SECTION 7.1(B); or (3) any event or condition that
    could reasonably be expected to result in any Material Adverse Effect.

                      (k) LITIGATION. Promptly upon any officer of any Credit Party
    obtaining knowledge of (1) the institution of any action, charge, claim, demand,
    suit, proceeding, petition, governmental investigation, tax audit or arbitration
    now pending or, to the best knowledge of such Credit Party after due inquiry,
    threatened against or affecting any Credit Party or any of its Subsidiaries or
    any property of any Credit Party or any of its Subsidiaries ("LITIGATION") not
    previously disclosed by Borrower to Agent or (2) any material development in any
    action, suit, proceeding, governmental investigation or arbitration at any time
    pending against or affecting any Credit Party or any property of any Credit
    Party which, in each case, would reasonably be expected to have a Material
    Adverse Effect, Borrower will promptly give notice thereof to Agent and provide
    such other information as may be reasonably available to them to enable Agent
    and its counsel to evaluate such matter.

                      (l) NOTICE OF CORPORATE AND OTHER CHANGES. Borrower shall
    provide prompt written notice of (1) all jurisdictions in which a Credit Party
    becomes qualified after the Closing Date to transact business, (2) any change
    after the Closing Date in the authorized and issued Stock of any Credit Party or
    any amendment to their articles or certificate of incorporation, by-laws,
    partnership agreement or other organizational documents, (3) any Subsidiary
    created or acquired by any Credit Party or any of its Subsidiaries after the
    Closing Date, such notice, in each case, to identify the applicable
    jurisdictions, capital structures or Subsidiaries, as applicable, and (4) any
    other event that occurs after the Closing Date which would cause any of the
    representations and warranties in SECTION 3 of this Agreement or in any other
    Loan Document to be untrue or misleading in any material respect. The foregoing
    notice requirement shall not be construed to constitute consent by any of the
    Lenders to any transaction referred to above which is not expressly permitted by
    the terms of this Agreement.

                      (m) SECOND LIEN CREDIT AGREEMENT NOTICES. Borrower shall
    deliver within five (5) Business Days after (i) delivery thereof, copies of all
    notices, certificates and other documents or reports delivered by Borrower or on
    its behalf to the Second Lien Agent and (ii) receipt thereof, copies of all
    notices delivered by Second Lien Agent to Borrower.

                      (n) OTHER INFORMATION. With reasonable promptness, Borrower
    will deliver such other information and data with respect to any Credit Party or
    any Subsidiary of any Credit Party as from time to time may be reasonably
    requested by Agent.

                      (o) COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE. Together with
    each delivery of Financial Statements pursuant to SECTION 6.2(a) for the last
    month of each Fiscal Quarter and SECTION 6.2(b), Borrower will deliver a fully
    and properly completed Compliance and Excess Cash Flow Certificate (in
    substantially the same form as ANNEX F (the "COMPLIANCE AND EXCESS CASH FLOW
    CERTIFICATE") signed by Borrower's chief executive officer or chief financial

                                           52

     officer; provided that the Excess Cash Flow portion of such certificate is only
    required to be delivered annually; provided that Schedule 2 of the Compliance
    and Excess Cash Flow certificate shall be delivered only in connection with the
    Financial Statements of Borrower and its Subsidiaries delivered pursuant to
    Section 6.2(b).

                      (p) TAXES. Borrower shall provide prompt written notice of (i)
    the execution or filing with the IRS or any other Governmental Authority of any
    agreement or other document extending, or having the effect of extending, the
    period for assessment or collection of any Charges by any Credit Party or any of
    its Subsidiaries and (ii) any agreement by any Credit Party or any of its
    Subsidiaries or request directed to any Credit Party or any of its Subsidiaries
    to make any adjustment under IRC Section 481(a), by reason of a change in
    accounting method or otherwise, which could reasonably be expected to have a
    Material Adverse Effect.

                      (q) ERISA. With reasonable promptness, Borrower shall provide
    to Agent copies of the most recent actuarial reports with respect to any Title
    IV Plans as they become available. Promptly upon any Credit Party becoming aware
    of any fact or condition which could reasonably be expected to result in an
    ERISA Event, Borrower shall deliver to Agent a summary of such facts and
    circumstances and any action the Credit Parties intend to take regarding such
    facts or conditions.

             6.3      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
             ---      -----------------------------------------------------
                      CALCULATIONS UNDER AGREEMENT.
                      -----------------------------

             For purposes of this Agreement, all accounting terms not otherwise
    defined herein shall have the meanings assigned to such terms in conformity with
    GAAP. Financial statements and other information furnished to Agent pursuant to
    SECTION 6.2 or any other section (unless specifically indicated otherwise) shall
    be prepared in accordance with GAAP as in effect at the time of such
    preparation; PROVIDED that no Accounting Change shall affect financial
    covenants, standards or terms in this Agreement; PROVIDED further that Borrower
    shall prepare footnotes to the Financial Statements required to be delivered
    hereunder that show the differences between the Financial Statements delivered
    (which reflect such Accounting Changes) and the basis for calculating financial
    covenant compliance (without reflecting such Accounting Changes). All such
    adjustments described in clause (c) of the definition of the term Accounting
    Changes resulting from expenditures made subsequent to the Closing Date
    (including capitalization of costs and expenses or payment of pre-Closing Date
    liabilities) shall be treated as expenses in the period the expenditures are
    made. Notwithstanding the foregoing, in the event that any Accounting Change
    shall occur and such change results in a change in the method of calculation of
    the financial covenants, standards or terms in this Agreement, then Borrower and
    Agent agree to negotiate in good faith in order to amend such provisions of this
    Agreement so as to equitably reflect such Accounting Changes with the desired
    result that the criteria for evaluating the financial condition of the Credit
    Parties shall be the same after such Accounting Changes as if such Accounting
    Changes had not been made. Until such time as such an amendment shall have been
    executed and delivered by Borrower, Agent and the Requisite Lenders, all
    financial covenants, standards and terms in this Agreement shall continue to be
    calculated or construed as if such Accounting Changes had not occurred.

                                           53

                                       SECTION 7.
                              DEFAULT, RIGHTS AND REMEDIES

             7.1      EVENT OF DEFAULT.
                      -----------------

             "EVENT OF DEFAULT" shall mean the occurrence or existence of any one or
    more of the following:

                      (a) PAYMENT. (1) Failure to pay any installment or other
    payment of principal of any Loan when due, or to timely repay Revolving Loans to
    reduce their balance to the maximum amount of Revolving Loans then permitted to
    be outstanding in accordance with SECTION 1.1(b)(i) or to reimburse any L/C
    Issuer for any payment made by such L/C Issuer under or in respect of any Letter
    of Credit when due or (2) failure to pay, within three (3) days after the due
    date, any interest or Fees on any Loan or any other amount due under this
    Agreement or any of the other Loan Documents; or

                      (b) DEFAULT IN OTHER AGREEMENTS. (1) Any Credit Party or any
    of its Subsidiaries fails to pay when due or within any applicable grace period
    any principal or interest on Indebtedness (other than the Loans) or any
    Contingent Obligations, (2) breach or default of any Credit Party or any of its
    Subsidiaries, or the occurrence of any condition or event, with respect to any
    Indebtedness (other than the Loans) or any Contingent Obligations, if the effect
    of such breach, default or occurrence is to cause or to permit the holder or
    holders then to cause, Indebtedness and/or Contingent Obligations having an
    individual principal amount in excess of $500,000 or having an aggregate
    principal amount in excess of $1,000,000 to become or be declared due prior to
    their stated maturity or (3) either Borrower or Beverly has breached, or a
    default occurs under, the Beverly Management Agreement or the Beverly Management
    Agreement ceases to be in full force and in effect; or

                      (c) BREACH OF CERTAIN PROVISIONS. Failure of any Credit Party
    to perform or comply with any term or condition contained in (1) the GE Capital
    Fee Letter, (2) SECTION 6.2 which failure continues for more than five (5)
    Business Days after the date specified for performance or compliance with such
    term or condition, (3) that portion of SECTION 4.2 relating to the Credit
    Parties' obligation to maintain insurance, or (4) SECTION 4.3, SECTION 4.4,
    SECTION 5 or SECTION 6.1; or

                      (d) BREACH OF WARRANTY. Any representation, warranty,
    certification or other statement made by any Credit Party in any Loan Document
    or in any statement or certificate at any time given by such Person in writing
    pursuant or in connection with any Loan Document is false in any material
    respect (without duplication of materiality qualifiers contained therein) on the
    date made; or

                      (e) OTHER DEFAULTS UNDER LOAN DOCUMENTS. Any Credit Party
    defaults in the performance of or compliance with any term contained in this
    Agreement or the other Loan Documents (other than occurrences described in other
    provisions of this SECTION 7.1 for which a different grace or cure period is
    specified, or for which no cure period is specified and which constitute
    immediate Events of Default) and such default is not remedied or waived within
    thirty (30) days after the earlier of (1) receipt by Borrower of notice from
    Agent or Requisite Lenders of such default or (2) actual knowledge of Borrower
    or any other Credit Party of such default; or

                                           54

                      (f) INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1)
    A court enters a decree or order for relief with respect to any Credit Party in
    an involuntary case under the Bankruptcy Code, which decree or order is not
    stayed or other similar relief is not granted under any applicable federal or
    state law; or (2) the continuance of any of the following events for sixty (60)
    days unless dismissed, bonded or discharged: (a) an involuntary case is
    commenced against any Credit Party, under any applicable bankruptcy, insolvency
    or other similar law now or hereafter in effect; or (b) a decree or order of a
    court for the appointment of a receiver, liquidator, sequestrator, trustee,
    custodian or other officer having similar powers over any Credit Party, or over
    all or a substantial part of its property, is entered; or (c) a receiver,
    trustee or other custodian is appointed without the consent of a Credit Party,
    for all or a substantial part of the property of the Credit Party; or

                      (g) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1)
    any Credit Party commences a voluntary case under the Bankruptcy Code, or
    consents to the entry of an order for relief in an involuntary case or to the
    conversion of an involuntary case to a voluntary case under any such law or
    consents to the appointment of or taking possession by a receiver, trustee or
    other custodian for all or a substantial part of its property; or (2) any Credit
    Party makes any assignment for the benefit of creditors; or (3) the Board of
    Directors of any Credit Party adopts any resolution or otherwise authorizes
    action to approve any of the actions referred to in this SECTION 7.1(g); or

                      (h) JUDGMENT AND ATTACHMENTS. Any money judgment, writ or
    warrant of attachment, or similar process (other than those described elsewhere
    in this SECTION 7.1) involving (1) an amount in any individual case in excess of
    $250,000 or (2) an amount in the aggregate at any time in excess of $500,000 (in
    either case to the extent not adequately covered by insurance in Agent's sole
    discretion as to which the insurance company has acknowledged coverage) is
    entered or filed against one or more of the Credit Parties or any of their
    respective assets and remains undischarged, unvacated, unbonded or unstayed for
    a period of thirty (30) days or in any event later than five (5) Business Days
    prior to the date of any proposed sale thereunder; or

                      (i) DISSOLUTION. Any order, judgment or decree is entered
    against any Credit Party decreeing the dissolution or split up of such Credit
    Party and such order remains undischarged or unstayed for a period in excess of
    fifteen (15) days; or

                      (j) SOLVENCY. Borrower ceases to be Solvent, the Credit
    Parties and their Subsidiaries, taken as a whole, cease to be Solvent, or any
    Credit Party fails to pay its debts as they become due or admits in writing its
    present or prospective inability to pay its debts as they become due; or

                      (k) INVALIDITY OF LOAN DOCUMENTS. Any of the Loan Documents
    for any reason, other than a partial or full release in accordance with the
    terms thereof, ceases to be in full force and effect or is declared to be null
    and void, or any Credit Party denies that it has any further liability under any
    Loan Documents to which it is party, or gives notice to such effect; or

                                           55

                      (l) DAMAGE; CASUALTY. Any event occurs, whether or not insured
    or insurable, as a result of which revenue-producing activities cease or are
    substantially curtailed at any facility of any Credit Party generating more than
    5% of the consolidated revenues of the Credit Parties for the Fiscal Year
    preceding such event and such cessation or curtailment continues for more than
    15 days; or

                      (m) CHANGE OF CONTROL. A Change of Control occurs; or

                      (n) INVALIDITY OF INTERCREDITOR AGREEMENT. The Liens securing
    the Second Lien Loan Obligations cease to be subordinated to the Liens securing
    the Obligations in the manner contemplated by the Intercreditor Agreement, the
    Intercreditor Agreement for any reason ceases to be in full force and effect, is
    declared to be null and void or any "Second Lien Secured Creditor" (as defined
    therein) claims that is not bound thereby or give notice to such effect.

             7.2      SUSPENSION OR TERMINATION OF COMMITMENTS.
                      -----------------------------------------

             Upon the occurrence of any Default or Event of Default, Agent may, and
    at the request of Requisite Revolving Lenders Agent shall, without notice or
    demand, immediately suspend or terminate all or any portion of Lenders'
    obligations to make additional Advances or issue or cause to be issued Letters
    of Credit under the Revolving Loan Commitment; PROVIDED that, in the case of a
    Default, if the subject condition or event is waived by Requisite Revolving
    Lenders or cured within any applicable grace or cure period, the Revolving Loan
    Commitment shall be reinstated.

             7.3      ACCELERATION AND OTHER REMEDIES.
                      --------------------------------

             Upon the occurrence of any Event of Default described in SECTIONS
    7.1(f) or 7.1(g), the Commitments shall be immediately terminated and all of the
    Obligations, including the Revolving Loans, shall automatically become
    immediately due and payable, without presentment, demand, protest, notice of
    intent to accelerate, notice of acceleration or other requirements of any kind,
    all of which are hereby expressly waived by Borrower, and the Commitments shall
    thereupon terminate. Upon the occurrence and during the continuance of any other
    Event of Default, Agent may, and at the request of the Requisite Lenders, Agent
    shall, by written notice to Borrower (a) reduce the aggregate amount of the
    Commitments from time to time, (b) declare all or any portion of the Loans and
    all or any portion of the other Obligations to be, and the same shall forthwith
    become, immediately due and payable together with accrued interest thereon, (c)
    terminate all or any portion of the obligations of Agent, L/C Issuers and
    Lenders to make Revolving Credit Advances and issue Letters of Credit, (d)
    demand that Borrower immediately deliver to Agent either (i) cash for the
    benefit of L/C Issuers (and Borrower shall then immediately so deliver) in an
    amount equal to 105% of the aggregate outstanding Letter of Credit Obligations
    or (ii) an Acceptable Standby Letter of credit for the benefit of the L/C
    Issuers (and Borrower shall then immediately so deliver), and (e) exercise any
    other remedies which may be available under the Loan Documents or applicable
    law. Borrower hereby grants to Agent, for the benefit of L/C Issuers and each
    Lender with a participation in any Letters of Credit then outstanding, a
    security interest in such cash collateral or Acceptable Standby Letter of Credit
    to secure all of the Letter of Credit Obligations. Any such cash collateral or
    Acceptable Standby Letter of Credit shall be made available by Agent to L/C

                                           56

     Issuers to reimburse L/C Issuers for payments of drafts drawn under such Letters
    of Credit and any Fees, Charges and expenses of L/C Issuers with respect to such
    Letters of Credit and the unused portion thereof, after all such Letters of
    Credit shall have expired or been fully drawn upon, shall be applied to pay any
    other Obligations. After all such Letters of Credit shall have expired or been
    fully drawn upon and the Termination Date shall have occurred, the balance, if
    any, of such cash collateral or Acceptable Standby Letter of Credit shall be
    (subject to any rights of third parties and except as otherwise directed by a
    court of competent jurisdiction) returned to Borrower. Borrower shall from time
    to time execute and deliver to Agent such further documents and instruments as
    Agent may reasonably request with respect to such cash collateral.

             7.4      PERFORMANCE BY AGENT.
                      ---------------------

             If any Credit Party shall fail to perform any covenant, duty or
    agreement contained in any of the Loan Documents which failure constitutes an
    Event of Default, Agent may perform or attempt to perform such covenant, duty or
    agreement on behalf of such Credit Party after the expiration of any cure or
    grace periods set forth herein. In such event, such Credit Party shall, at the
    request of Agent, promptly pay any amount reasonably expended by Agent in such
    performance or attempted performance to Agent, together with interest thereon at
    the highest rate of interest in effect upon the occurrence of an Event of
    Default as specified in SECTION 1.2(d) from the date of such expenditure until
    paid. Notwithstanding the foregoing, it is expressly agreed that Agent shall not
    have any liability or responsibility for the performance of any obligation of
    any Credit Party under this Agreement or any other Loan Document.

             7.5      APPLICATION OF PROCEEDS.
                      ------------------------

             Notwithstanding anything to the contrary contained in this Agreement,
    upon the occurrence and during the continuance of an Event of Default, Borrower
    irrevocably waives the right to direct the application of any and all payments
    at any time or times thereafter received by Agent from or on behalf of Borrower,
    and subject to the Intercreditor Agreement, Agent shall have the continuing and
    exclusive right to apply and to reapply any and all payments received at any
    time or times after the occurrence and during the continuance of an Event of
    Default. Notwithstanding anything to the contrary contained in this Agreement
    (including, without limitation, SECTION 1.1 and SECTION 1.5 hereof) and subject
    to the Intercreditor Agreement, all payments (including the proceeds of any
    Asset Disposition or other sale of, or other realization upon, all or any part
    of the Collateral) received after acceleration of the Obligations shall be
    applied as follows: FIRST, to all costs and expenses incurred by or owing to
    Agent and any Lender with respect to this Agreement, the other Loan Documents or
    the Collateral; SECOND, to accrued and unpaid interest and Fees with respect to
    the Obligations (including any interest which but for the provisions of the
    Bankruptcy Code, would have accrued on such amounts); THIRD, to the principal
    amount of the Obligations outstanding (including Swap Reimbursement Obligations
    but excluding Obligations owed to any Lender under an Interest Rate Agreement)
    and to cash collateralize outstanding Letters of Credit (pro rata among all such
    Obligations (based upon the principal amount thereof or the outstanding face
    amount of such Letters of Credit, as applicable) (and with respect to amounts
    applied to Term Loan B, pro rata among all remaining Scheduled Installments
    thereof); and FOURTH to any other obligations of Borrower owing to Agent or any
    Lender under the Loan Documents or any Interest Rate Agreement. Any balance
    remaining shall be delivered to Borrower or to whomever may be lawfully entitled
    to receive such balance or as a court of competent jurisdiction may direct.

                                           57

                                       SECTION 8.
                              ASSIGNMENT AND PARTICIPATION
                              ----------------------------

             8.1      ASSIGNMENTS AND PARTICIPATIONS; BINDING EFFECT.
                      -----------------------------------------------

                      (a) BINDING EFFECT. This Agreement shall become effective when
    it shall have been executed by Credit Parties and the Agent and when the Agent
    shall have been notified by each Lender and L/C Issuer that such Lender or L/C
    Issuer has executed it. Thereafter, it shall be binding upon and inure to the
    benefit of, but only to the benefit of, each Credit Party (in each case except
    for SECTION 8.2), the Agent, each Lender and L/C Issuer and, to the extent
    provided in SECTION 8.2, each other Indemnitee and Secured Party and, in each
    case, their respective successors and permitted assigns. Except as expressly
    provided in any Loan Document (including in SECTION 8.2), no Credit Party, any
    L/C Issuer or the Agent shall have the right to assign any rights or obligations
    hereunder or any interest herein.

                      (b) RIGHT TO ASSIGN. Each Lender may sell or assign all or a
    portion of its rights and obligations hereunder (including all or a portion of
    its Commitments and its rights and obligations with respect to Loans and Letters
    of Credit) to (i) any existing Lender, (ii) any Affiliate or Approved Fund of
    any existing Lender or (iii) any other Person acceptable (which acceptance shall
    not be unreasonably withheld or delayed) to the Agent and, as long as no Event
    of Default is continuing, the Borrower; PROVIDED, HOWEVER, that (x) such sales
    and assignments do not have to be ratable between the Facilities but must be
    ratable among the obligations owing to and owed by such Lender with respect to a
    Facility and (y) for each Facility, the aggregate outstanding principal amount
    (determined as of the effective date of the applicable Assignment Agreement) of
    the Loans, Commitments and Letter of Credit subject to any such sale or
    assignment shall be an integral multiple of $1,000,000, unless such sale or
    assignment is made to an existing Lender or an Affiliate or Approved Fund of any
    existing Lender, is of the assignor's (together with its Affiliates and Approved
    Funds) entire interest in such Facility or is made with the prior consent of the
    Borrower and the Agent; PROVIDED, FURTHER, HOWEVER that no Lender may sell or
    assign all or a portion of its rights hereunder to any Person who is a Credit
    Party or who to the actual knowledge of such Lender at the time of the
    contemplated assignment is an Affiliate of any Credit Party.

                      (c) PROCEDURE. The parties to each sale or assignment made in
    reliance on CLAUSE (B) above (other than those described in CLAUSE (E) or (F)
    below) shall execute and deliver to the Agent (which shall keep a copy thereof)
    an Assignment Agreement, together with any existing Note subject to such sale or
    assignment (or any affidavit of loss therefor acceptable to the Agent and the
    Borrower), any tax forms required to be delivered pursuant to SECTION 1.9 and
    payment by the assignee of an assignment fee in the amount of $3,500; PROVIDED,
    however, that no assignment fee shall be due in connection with an assignment by
    a Lender to an existing Lender, an Affiliate of such Lender or an Approved Fund.
    Each assigning Lender shall provide notice of each such assignment to Borrower
    and Borrower shall update its records to properly reflect such assignment. Upon

                                           58

     receipt of all the foregoing, and conditioned upon such receipt and upon the
    Agent consenting to such Assignment Agreement, from and after the effective date
    specified in such Assignment Agreement, the Agent shall record or cause to be
    recorded in the Loan Account the information contained in such Assignment
    Agreement; PROVIDED, however, that that consent of the Agent shall not be
    required in connection with an assignment by a Lender to an existing Lender, an
    Affiliate of such Lender or an Approved Fund.

                      (d) EFFECTIVENESS. Effective upon the entry of such record in
    the Loan Account, (i) such assignee shall become a party hereto and, to the
    extent that rights and obligations under the Loan Documents have been assigned
    to such assignee pursuant to such Assignment Agreement, shall have the rights
    and obligations of a Lender, (ii) any applicable Note shall be transferred to
    such assignee through such entry and (iii) the assignor thereunder shall, to the
    extent that rights and obligations under this Agreement have been assigned by it
    pursuant to such Assignment Agreement, relinquish its rights (except for those
    surviving the termination of the Commitments and the payment in full of the
    Obligations) and be released from its obligations under the Loan Documents,
    other than those relating to events or circumstances occurring prior to such
    assignment (and, in the case of an Assignment Agreement covering all or the
    remaining portion of an assigning Lender's rights and obligations under the Loan
    Documents, such Lender shall cease to be a party hereto except that each Lender
    agrees to remain bound by SECTION 8.2, SECTION 8.3 to the extent provided in
    SECTION 8.2(n) and SECTION 9.13).

                      (e) GRANT OF SECURITY INTERESTS. In addition to the other
    rights provided in this SECTION 8.1, each Lender may grant a security interest
    in, or otherwise assign as collateral, any of its rights under this Agreement,
    whether now owned or hereafter acquired (including rights to payments of
    principal or interest on the Loans), to (A) any federal reserve bank (pursuant
    to Regulation A of the Federal Reserve Board) or other funding source in support
    of borrowings made by such Lender from such Person, without notice to the Agent
    or (B) any holder of, or trustee for the benefit of the holders of, such
    Lender's Securities by notice to the Agent; PROVIDED, HOWEVER, that no such
    holder or trustee, whether because of such grant or assignment or any
    foreclosure thereon (unless such foreclosure is made through an assignment in
    accordance with CLAUSE (B) above), shall be entitled to any rights of such
    Lender hereunder and no such Lender shall be relieved of any of its obligations
    hereunder.

                      (f) PARTICIPANTS AND SPVS. In addition to the other rights
    provided in this SECTION 8.1, each Lender may, (x) with notice to the Agent,
    grant to an SPV, organized, administered or managed by such Lender, the option
    to make all or any part of any Loan that such Lender would otherwise be required
    to make hereunder (and the exercise of such option by such SPV and the making of
    Loans pursuant thereto shall satisfy the obligation of such Lender to make such
    Loans hereunder) and such SPV may assign to such Lender the right to receive
    payment with respect to any Obligation and (y) without notice to or consent from
    the Agent or the Borrower, sell participations to one or more Persons in or to
    all or a portion of its rights and obligations under the Loan Documents
    (including all its rights and obligations with respect to the Term Loan,
    Revolving Loans and Letters of Credit); PROVIDED, HOWEVER, that, whether as a
    result of any term of any Loan Document or of such grant or participation, (i)
    no such SPV or participant shall have a commitment, or be deemed to have made an
    offer to commit, to make Loans hereunder, and, except as provided in the
    applicable option agreement, none shall be liable for any obligation of such
    Lender hereunder, (ii) if any such SPV or participant elects not to exercise its

                                           59

     option to fund or otherwise fails to provide all or any part of a Loan, the
    Lender granting such option or participation shall be obligated to make such
    Loan pursuant to the terms hereof, (iii) such Lender's rights and obligations,
    and the rights and obligations of the Credit Parties and the Secured Parties
    towards such Lender, under any Loan Document shall remain unchanged and each
    other party hereto shall continue to deal solely with such Lender, which shall
    remain the holder of the Obligations in the Loan Account, except that (A) each
    such participant and SPV shall be entitled to the benefit of SECTIONS 1.8 and
    SECTION 1.9, but only to the extent such participant or SPV delivers the tax
    forms such Lender is required to collect pursuant to SECTION 1.9 and then only
    to the extent of any amount to which such Lender would be entitled in the
    absence of any such grant or participation and (B) each such SPV may receive
    other payments that would otherwise be made to such Lender pursuant to the terms
    hereof with respect to Loans funded by such SPV to the extent provided in the
    applicable option agreement and set forth in a notice provided to the Agent by
    such SPV and such Lender, PROVIDED, HOWEVER, that in no case (including pursuant
    to CLAUSE (A) or (B) above) shall an SPV or participant have the right to
    enforce any of the terms of any Loan Document and (iv) the consent of such SPV
    or participant shall not be required (either directly, as a restraint on such
    Lender's ability to consent hereunder or otherwise) for any amendments, waivers
    or consents with respect to any Loan Document or to exercise or refrain from
    exercising any powers or rights such Lender may have under or in respect of the
    Loan Documents (including the right to enforce or direct enforcement of the
    Obligations), except for those described in SECTIONS 9.2(c)(ii) and (c)(iii)
    with respect to amounts, or dates fixed for payment of amounts, to which such
    participant or SPV would otherwise be entitled and, in the case of participants,
    except for releases of all or substantially all of the Collateral (other than in
    accordance with this Agreement and the other Loan Documents). No party hereto
    shall institute against any SPV grantee of an option pursuant to this clause (f)
    any bankruptcy, reorganization, insolvency, liquidation or similar proceeding,
    prior to the date that is one year and one day after the payment in full of all
    outstanding commercial paper of such SPV; provided, however, that each Lender
    having designated an SPV as such agrees to indemnify each Indemnitee against any
    Liability that may be incurred by, or asserted against, such Indemnitee as a
    result of failing to institute such proceeding (including a failure to get
    reimbursed by such SPV for any such Liability). The agreement in the preceding
    sentence shall survive the termination of the Commitments and the payment in
    full of the Obligations.

                      (g) Nothing contained in this SECTION 8 shall require the
    consent of any party for GE Capital to assign any of its rights in respect of
    any Swap Related Reimbursement Obligation.

             8.2      AGENT.
                      ------

                      (a) APPOINTMENT. Each Lender hereby designates and appoints GE
    Capital as its Agent under this Agreement and the other Loan Documents, and each
    Lender hereby irrevocably authorizes Agent to execute and deliver the Collateral
    Documents and to take such action or to refrain from taking such action on its
    behalf under the provisions of this Agreement and the other Loan Documents and
    to exercise such powers as are set forth herein or therein, together with such
    other powers as are reasonably incidental thereto. Agent is authorized and
    empowered to amend, modify, or waive any provisions of this Agreement or the
    other Loan Documents on behalf of Lenders subject to the requirement that
    certain of Lenders' consent be obtained in certain instances as provided in this
    SECTION 8.2 and SECTION 9.2. The provisions of this SECTION 8.2 are solely for

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     the benefit of Agent and Lenders and neither Borrower nor any other Credit Party
    shall have any rights as a third party beneficiary of any of the provisions
    hereof. In performing its functions and duties under this Agreement, Agent shall
    act solely as agent of Lenders and does not assume and shall not be deemed to
    have assumed any obligation toward or relationship of agency or trust with or
    for Borrower or any other Credit Party. Agent may perform any of its duties
    hereunder, or under the Loan Documents, by or through its agents or employees.

                      (b) NATURE OF DUTIES. The duties of Agent shall be mechanical
    and administrative in nature. Agent shall not have by reason of this Agreement a
    fiduciary relationship in respect of any Lender. Nothing in this Agreement or
    any of the Loan Documents, express or implied, is intended to or shall be
    construed to impose upon Agent any obligations in respect of this Agreement or
    any of the Loan Documents except as expressly set forth herein or therein. Each
    Lender shall make its own independent investigation of the financial condition
    and affairs of each Credit Party in connection with the extension of credit
    hereunder and shall make its own appraisal of the creditworthiness of each
    Credit Party, and Agent shall have no duty or responsibility, either initially
    or on a continuing basis, to provide any Lender with any credit or other
    information with respect thereto (other than as expressly required herein). If
    Agent seeks the consent or approval of any Lenders to the taking or refraining
    from taking any action hereunder, then Agent shall send notice thereof to each
    Lender. Agent shall promptly notify each Lender any time that the Requisite
    Lenders, Requisite Revolving Lenders or Supermajority Revolving Lenders have
    instructed Agent to act or refrain from acting pursuant hereto.

                      (c) RIGHTS, EXCULPATION, ETC. Neither Agent nor any of its
    officers, directors, employees or agents shall be liable to any Lender for any
    action taken or omitted by them hereunder or under any of the Loan Documents, or
    in connection herewith or therewith, except that Agent shall be liable to the
    extent of its own gross negligence or willful misconduct as determined by a
    final non-appealable order by a court of competent jurisdiction. Agent shall not
    be liable for any apportionment or distribution of payments made by it in good
    faith and if any such apportionment or distribution is subsequently determined
    to have been made in error the sole recourse of any Lender to whom payment was
    due but not made, shall be to recover from other Lenders any payment in excess
    of the amount to which they are determined to be entitled (and such other
    Lenders hereby agree to return to such Lender any such erroneous payments
    received by them). In no event shall Agent be liable for punitive, special,
    consequential, incidental, exemplary or other similar damages. In performing its
    functions and duties hereunder, Agent shall exercise the same care which it
    would in dealing with loans for its own account, but neither Agent nor any of
    its agents or representatives shall be responsible to any Lender for any
    recitals, statements, representations or warranties herein or for the execution,
    effectiveness, genuineness, validity, enforceability, collectibility, or
    sufficiency of this Agreement or any of the Loan Documents or the transactions
    contemplated thereby, or for the financial condition of any Credit Party. Agent
    shall not be required to make any inquiry concerning either the performance or
    observance of any of the terms, provisions or conditions of this Agreement or
    any of the Loan Documents or the financial condition of any Credit Party, or the
    existence or possible existence of any Default or Event of Default. Agent may at
    any time request instructions from Requisite Lenders, Requisite Revolving

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     Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to
    any actions or approvals which by the terms of this Agreement or of any of the
    Loan Documents Agent is permitted or required to take or to grant. If such
    instructions are promptly requested, Agent shall be absolutely entitled to
    refrain from taking any action or to withhold any approval and shall not be
    under any liability whatsoever to any Person for refraining from any action or
    withholding any approval under any of the Loan Documents until it shall have
    received such instructions from the Requisite Lenders, Requisite Revolving
    Lenders, Supermajority Revolving Lenders or such other portion of the Lenders as
    shall be prescribed by this Agreement. Without limiting the foregoing, no Lender
    shall have any right of action whatsoever against Agent as a result of Agent
    acting or refraining from acting under this Agreement or any of the other Loan
    Documents in accordance with the instructions of Requisite Lenders, Requisite
    Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as
    applicable; and, notwithstanding the instructions of Requisite Lenders,
    Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected
    Lenders, as applicable, Agent shall have no obligation to take any action if it
    believes, in good faith, that such action is deemed to be illegal by Agent or
    exposes Agent to any liability for which it has not received satisfactory
    indemnification in accordance with SECTION 8.2(e).

                      (d) RELIANCE. Agent shall be entitled to rely, and shall be
    fully protected in relying, upon any written or oral notices, statements,
    certificates, orders or other documents or any telephone message or other
    communication (including any writing, telex, fax or telegram) believed by it in
    good faith to be genuine and correct and to have been signed, sent or made by
    the proper Person, and with respect to all matters pertaining to this Agreement
    or any of the Loan Documents and its duties hereunder or thereunder. Agent shall
    be entitled to rely upon the advice of legal counsel, independent accountants,
    and other experts selected by Agent in its sole discretion.

                      (e) INDEMNIFICATION. Lenders will reimburse and indemnify
    Agent for and against any and all liabilities, obligations, losses, damages,
    penalties, actions, judgments, suits, costs, expenses (including, without
    limitation, attorneys' fees and expenses), advances or disbursements of any kind
    or nature whatsoever which may be imposed on, incurred by, or asserted against
    Agent in its capacity as such in any way relating to or arising out of this
    Agreement or any of the Loan Documents or any action taken or omitted by Agent
    in its capacity as such in under this Agreement or any of the Loan Documents, in
    proportion to each Lender's Pro Rata Share, but only to the extent that any of
    the foregoing is not reimbursed by Borrower; provided, however, that no Lender
    shall be liable for any portion of such liabilities, obligations, losses,
    damages, penalties, actions, judgments, suits, costs, expenses, advances or
    disbursements to the extent resulting from Agent's gross negligence or willful
    misconduct as determined by a final non-appealable order by a court of competent
    jurisdiction. If any indemnity furnished to Agent for any purpose shall, in the
    opinion of Agent, be insufficient or become impaired, Agent may call for
    additional indemnity and cease, or not commence, to do the acts indemnified
    against even if so directed by the Requisite Lenders, Requisite Revolving
    Lenders, Supermajority Revolving Lenders or such other portion of the Lenders as
    shall be prescribed by this Agreement until such additional indemnity is
    furnished. The obligations of Lenders under this SECTION 8.2(E) shall survive
    the payment in full of the Obligations and the termination of this Agreement.

                      (f) GE CAPITAL (OR ANY SUCCESSOR AGENT) INDIVIDUALLY. With
    respect to its Commitments hereunder, GE Capital (or any successor Agent) shall
    have and may exercise the same rights and powers hereunder and is subject to the
    same obligations and liabilities as and to the extent set forth herein for any
    other Lender. The terms "Lenders," "Requisite Lenders," "Requisite Revolving
    Lenders," "Supermajority Revolving Lenders" or any similar terms shall, unless
    the context clearly otherwise indicates, include GE Capital (or any successor

                                           62

     Agent) in its individual capacity as a Lender or one of the Requisite Lenders,
    Requisite Revolving Lenders or Supermajority Revolving Lenders. GE Capital (or
    any successor Agent), either directly or through strategic affiliations, may
    lend money to, acquire equity or other ownership interests in, provide advisory
    services to and generally engage in any kind of banking, trust or other business
    with any Credit Party as if it were not acting as Agent pursuant hereto and
    without any duty to account therefor to Lenders. GE Capital (or any successor
    Agent), either directly or through strategic affiliations, may accept fees and
    other consideration from any Credit Party for services in connection with this
    Agreement or otherwise without having to account for the same to Lenders.

                      (g) SUCCESSOR AGENT.

                               (i) RESIGNATION. Upon notice to the Borrower, Agent
    may, and upon written request of Requisite Lenders shall, resign from the
    performance of all its agency functions and duties hereunder at any time. Such
    resignation shall take effect immediately unless otherwise indicated by the
    Requisite Lenders or Agent, as the case may be, provided it is understood and
    agreed that the removed or resigning Agent ("PRIOR AGENT") may be required to
    remain in its role as collateral agent for a reasonable period of time with
    respect to holding and perfecting Liens on Collateral to allow documentation of
    the transfer of the agency responsibility and authority. It is understood that
    the Prior Agent shall retain all of the benefits of the indemnity provisions
    contained in this Agreement during such period.

                               (ii) APPOINTMENT OF SUCCESSOR. Upon any such notice
    of resignation pursuant to clause (i) above, Requisite Lenders shall appoint a
    successor Agent which, unless an Event of Default has occurred and is
    continuing, shall be subject to Borrower's approval (which shall not be
    unreasonably withheld or delayed). If a successor Agent shall not have been so
    appointed within the thirty (30) Business Day period referred to in clause (i)
    above, the retiring Agent, upon notice to Borrower, shall then appoint a
    successor Agent who shall serve as Agent until such time, if any, as Requisite
    Lenders appoint a successor Agent as provided above.

                               (iii) SUCCESSOR AGENT. Upon the acceptance of any
    appointment as Agent under the Loan Documents by a successor Agent, such
    successor Agent shall thereupon succeed to and become vested with all the
    rights, powers, privileges and duties of the retiring Agent, and the retiring
    Agent shall be discharged from its duties and obligations under the Loan
    Documents. After any retiring Agent's resignation as Agent, the provisions of
    this SECTION 8.2 shall continue to inure to its benefit as to any actions taken
    or omitted to be taken by it in its capacity as Agent.

                      (h)      COLLATERAL MATTERS.
                               -------------------

                               (i) RELEASE OF COLLATERAL. Lenders hereby irrevocably
    authorize Agent, at its option and in its discretion, to release or subordinate
    any Lien granted to or held by Agent upon any Collateral (w) with respect to any
    assets that are subject to a Permitted Encumbrance described in clause (j) or
    (l) of the definition of Permitted Encumbrances so long as such release or
    subordination is made in connection with the acquisition of such asset, (x) on

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     the Termination Date, (y) constituting property being sold or disposed of if
    Borrower certifies to Agent that the sale or disposition is made in compliance
    with the provisions of this Agreement (and Agent may rely in good faith
    conclusively on any such certificate, without further inquiry) or (z) in
    accordance with the provisions of the next sentence.

                               (ii) CONFIRMATION OF AUTHORITY; EXECUTION OF
    RELEASES. Without in any manner limiting Agent's authority to act without any
    specific or further authorization or consent by Lenders (as set forth in SECTION
    8.2(h)(i)), each Lender agrees to confirm in writing, upon request by Agent or
    Borrower, the authority to release any Collateral conferred upon Agent under
    clauses (x) and (y) of SECTION 8.2(h)(i). Upon receipt by Agent of any required
    confirmation from the Requisite Lenders of its authority to release any
    particular item or types of Collateral, and upon at least ten (10) Business
    Days' prior written request by Borrower, Agent shall (and is hereby irrevocably
    authorized by Lenders to) execute such documents as may be necessary to evidence
    the release of the Liens granted to Agent upon such Collateral; PROVIDED,
    HOWEVER, that (x) Agent shall not be required to execute any such document on
    terms which, in Agent's opinion, would expose Agent to liability or create any
    obligation or entail any consequence other than the release of such Liens
    without recourse or warranty, and (y) such release shall not in any manner
    discharge, affect or impair the Obligations or any Liens upon (or obligations of
    any Credit Party, in respect of), all interests retained by any Credit Party,
    including the proceeds of any sale, all of which shall continue to constitute
    part of the Collateral.

                               (iii) ABSENCE OF DUTY. Agent shall have no obligation
    whatsoever to any Lender or any other Person to assure that the property covered
    by the Collateral Documents exists or is owned by Borrower or any other Credit
    Party or is cared for, protected or insured or has been encumbered or that the
    Liens granted to Agent have been properly or sufficiently or lawfully created,
    perfected, protected or enforced or are entitled to any particular priority, or
    to exercise at all or in any particular manner or under any duty of care,
    disclosure or fidelity, or to continue exercising, any of the rights,
    authorities and powers granted or available to Agent in this SECTION 8.2(h) or
    in any of the Loan Documents, it being understood and agreed that in respect of
    the property covered by the Collateral Documents or any act, omission or event
    related thereto, Agent may act in any manner it may deem appropriate, in its
    discretion, given Agent's own interest in property covered by the Collateral
    Documents as one of the Lenders and that Agent shall have no duty or liability
    whatsoever to any of the other Lenders, PROVIDED that Agent shall exercise the
    same care which it would in dealing with loans for its own account.

                      (i) AGENCY FOR PERFECTION. Agent and each Lender hereby
    appoint each other Lender as agent for the purpose of perfecting Agent's
    security interest in assets which, in accordance with the Code in any applicable
    jurisdiction, can be perfected by possession or control. Should any Lender
    (other than Agent) obtain possession or control of any such assets, such Lender
    shall notify Agent thereof, and, promptly upon Agent's request therefor, shall
    deliver such assets to Agent or in accordance with Agent's instructions or
    transfer control to Agent in accordance with Agent's instructions. Each Lender
    agrees that it will not have any right individually to enforce or seek to
    enforce any Collateral Document or to realize upon any collateral security for
    the Loans unless instructed to do so by Agent in writing, it being understood
    and agreed that such rights and remedies may be exercised only by Agent.

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                      (j) NOTICE OF DEFAULT. Agent shall not be deemed to have
    knowledge or notice of the occurrence of any Default or Event of Default except
    with respect to defaults in the payment of principal, interest and Fees required
    to be paid to Agent for the account of Lenders, unless Agent shall have received
    written notice from a Lender or Borrower referring to this Agreement, describing
    such Default or Event of Default and stating that such notice is a "notice of
    default". Agent will use reasonable efforts to promptly notify each Lender of
    its receipt of any such notice, unless such notice is with respect to defaults
    in the payment of principal, interest and fees, in which case Agent will notify
    each Lender of its receipt of such notice. Agent shall take such action with
    respect to such Default or Event of Default as may be requested by Requisite
    Lenders in accordance with SECTION 7. Unless and until Agent has received any
    such request, Agent may (but shall not be obligated to) take such action, or
    refrain from taking such action, with respect to such Default or Event of
    Default as it shall deem advisable or in the best interests of Lenders.

                      (k) LENDER ACTIONS AGAINST COLLATERAL. Each Lender agrees that
    it will not take any enforcement action, nor institute any actions or
    proceedings, with respect to the Loans, against Borrower or any Credit Party
    hereunder or under the other Loan Documents or against any Collateral (including
    the exercise of any right of set-off) without the consent of the Agent or
    Requisite Lenders. All such enforcement actions and proceedings shall be (i)
    taken in concert and (ii) at the direction of or with the consent of Agent or
    Requisite Lenders. Agent is authorized to issue all notices to be issued by or
    on behalf of Lenders with respect to any Subordinated Debt and the Second Lien
    Loan. With respect to any action by Agent to enforce the rights and remedies of
    Agent and the Lenders under this Agreement and the other Loan Documents, each
    Lender hereby consents to the jurisdiction of the court in which such action is
    maintained, and agrees to deliver its Notes to Agent to the extent necessary to
    enforce the rights and remedies of Agent for the benefit of the Lenders under
    any mortgages in accordance with the provisions hereof.

                      (l) AGENT REPORTS. Each Lender may from time to time receive
    one or more reports or other information (each, a "REPORT") prepared by or on
    behalf of Agent (or one or more of Agent's Affiliates). With respect to each
    Report, each Lender hereby agrees that:

                               (i) Agent (and Agent's Affiliates) shall have no
    duties or obligations in connection with or as a result of a Lender receiving a
    copy of a Report, which will be provided solely as a courtesy, without
    consideration. Each Lender will perform its own diligence and will make its own
    independent investigation of the operations, financial conditions and affairs of
    the Credit Parties and will not rely on any Report or make any claim that it has
    done so. In addition, each Lender releases, and agrees that it will not assert,
    any claim against Agent (or one or more of Agent's Affiliates) that in any way
    relates to any Report or arises out of a Lender having access to any Report or
    any discussion of its contents, and each Lender agrees to indemnify and hold
    harmless Agent (and Agent's Affiliates) and their respective officers,
    directors, employees, agents and attorneys from all claims, liabilities and
    expenses relating to a breach by a Lender or any of its personnel of this
    Section or otherwise arising out of a Lender's access to any Report or any
    discussion of its contents;

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                               (ii) Each Report may not be complete and certain
    information and findings obtained by Agent (or one or more of Agent's
    Affiliates) regarding the operations and condition of the Credit Parties may not
    be reflected in each Report. Agent (and Agent's Affiliates) makes no
    representations or warranties of any kind with respect to (i) any existing or
    proposed financing; (ii) the accuracy or completeness of the information
    contained in any Report or in any other related documentation; (iii) the scope
    or adequacy of Agent's (and Agent's Affiliates') due diligence, or the presence
    or absence of any errors or omissions contained in any Report or in any other
    related documentation; and (iv) any work performed by Agent (or one or more of
    Agent's Affiliates) in connection with or using any Report or any related
    documentation; and

                               (iii) Each Lender agrees to safeguard each Report and
    any related documentation with the same care which it uses with respect to
    information of its own which it does not desire to disseminate or publish, and
    agrees not to reproduce or distribute or provide copies of or disclose any
    Report or any other related documentation or any related discussions to anyone.

                      (m) INTERCREDITOR AGREEMENT AND POST-CLOSING AGREEMENT. EACH
    LENDER AND EACH OTHER PERSON PARTY HERETO FROM TIME TO TIME (OTHER THAN THE
    CREDIT PARTIES) HEREBY (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE
    INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE PROVISIONS OF THE INTERCREDITOR
    AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY
    TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND
    INSTRUCTS THE AGENT ON ITS BEHALF TO ENTER INTO THE INTERCREDITOR AGREEMENT AS
    FIRST LIEN AGENT (AS DEFINED THEREIN) AND ON BEHALF OF SUCH LENDER. AGENT IS
    AUTHORIZED TO EXECUTE AND DELIVER THE POST-CLOSING AGREEMENT, AND EACH LENDER BY
    MAKING OR PURCHASING AN INTEREST IN ANY LOAN AT ANY TIME SHALL BE DEEMED TO HAVE
    AGREED TO BE BOUND BY SUCH AGREEMENT.

                      (n) ADDITIONAL SECURED PARTIES. The benefit of the provisions
    of the Loan Documents directly relating to the Collateral or any Lien granted
    thereunder shall extend to and be available to any Secured Party that is not a
    Lender as long as, by accepting such benefits, such Secured Party agrees, as
    among the Agent and all other Secured Parties, that such Secured Party is bound
    by (and, if requested by the Agent, shall confirm such agreement in a writing in
    form and substance acceptable to the Agent) this SECTION 8.2, SECTION 8.3 and
    SECTION 9.13 and the decisions and actions of the Agent and the Required Lenders
    (or, where expressly required by the terms of this Agreement, a greater
    proportion of the Lenders) to the same extent a Lender is bound; PROVIDED,
    HOWEVER, that, notwithstanding the foregoing, (a) such Secured Party shall be
    bound by SECTION 8.2(e) only to the extent of Liabilities, costs and expenses
    with respect to or otherwise relating to the Collateral held for the benefit of
    such Secured Party, in which case the obligations of such Secured Party
    thereunder shall not be limited by any concept of Pro Rata Share or similar
    concept, (b) each of the Agent and the Lenders shall be entitled to act at its
    sole discretion, without regard to the interest of such Secured Party,
    regardless of whether any Obligation to such Secured Party thereafter remains
    outstanding, is deprived of the benefit of the Collateral, becomes unsecured or

                                           66

     is otherwise affected or put in jeopardy thereby, and without any duty or
    liability to such Secured Party or any such Obligation and (c) such Secured
    Party shall not have any right to be notified of, consent to, direct, require or
    be heard with respect to, any action taken or omitted in respect of the
    Collateral or under any Loan Document.

             8.3      SET OFF AND SHARING OF PAYMENTS.
                      --------------------------------

             Subject to SECTION 8.2(k), in addition to any rights now or hereafter
    granted under applicable law and not by way of limitation of any such rights,
    during the continuance of any Event of Default, each Lender is hereby authorized
    by Borrower at any time or from time to time, with reasonably prompt subsequent
    notice to Borrower (any prior or contemporaneous notice being hereby expressly
    waived) to set off and to appropriate and to apply any and all (A) balances held
    by such Lender at any of its offices for the account of Borrower or any of its
    Subsidiaries (regardless of whether such balances are then due to Borrower or
    its Subsidiaries), and (B) other property at any time held or owing by such
    Lender to or for the credit or for the account of Borrower or any of its
    Subsidiaries, against and on account of any of the Obligations; except that no
    Lender shall exercise any such right without the prior written consent of Agent.
    Notwithstanding anything herein to the contrary, the failure to give notice of
    any set off and application made by such Lender to Borrower shall not affect the
    validity of such set off and application. Any Lender exercising a right to set
    off shall purchase for cash (and the other Lenders shall sell) interests in each
    of such other Lender's Pro Rata Share of the Obligations as would be necessary
    to cause all Lenders to share the amount so set off with each other Lender
    entitled to share in the amount so set off in accordance with their respective
    Pro Rata Shares. Borrower agrees, to the fullest extent permitted by law, that
    any Lender may exercise its right to set off with respect to amounts in excess
    of its Pro Rata Share of the Obligations and upon doing so shall deliver such
    amount so set off to the Agent for the benefit of all Lenders entitled to share
    in the amount so set off in accordance with their Pro Rata Shares.

             8.4      DISBURSEMENT OF FUNDS.
                      ----------------------

             Agent may, on behalf of Lenders, disburse funds to Borrower for Loans
    requested. Each Lender shall reimburse Agent on demand for all funds disbursed
    on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent
    its Pro Rata Share of any Loan before Agent disburses same to Borrower. If Agent
    elects to require that each Lender make funds available to Agent prior to a
    disbursement by Agent to Borrower, Agent shall advise each Lender by telephone
    or fax of the amount of such Lender's Pro Rata Share of the Loan requested by
    Borrower no later than 1:00 p.m. (New York time) on the Funding Date applicable
    thereto, and each such Lender shall pay Agent such Lender's Pro Rata Share of
    such requested Loan, in same day funds, by wire transfer to Agent's account on
    such Funding Date. If any Lender fails to pay the amount of its Pro Rata Share
    within one (1) Business Day after Agent's demand, Agent shall promptly notify
    Borrower, and Borrower shall immediately repay such amount to Agent. Any
    repayment required pursuant to this SECTION 8.4 shall be without premium or
    penalty. Nothing in this SECTION 8.4 or elsewhere in this Agreement or the other
    Loan Documents, including the provisions of SECTION 8.5, shall be deemed to
    require Agent to advance funds on behalf of any Lender or to relieve any Lender
    from its obligation to fulfill its commitments hereunder or to prejudice any
    rights that Agent or Borrower may have against any Lender as a result of any
    default by such Lender hereunder.

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             8.5      DISBURSEMENTS OF ADVANCES; PAYMENT.
                      -----------------------------------

                      (a) ADVANCES; PAYMENTS.

                               (i) Revolving Lenders shall refund or participate in
    the Swing Line Loan in accordance with clauses (iii) and (iv) of SECTION 1.1(C).
    If the Swing Line Lender declines to make a Swing Line Advance or if Swing Line
    Availability is zero, Agent shall notify Revolving Lenders, promptly after
    receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00
    p.m. (New York time) on the date such Notice of a Revolving Credit Advance is
    received, by fax, telephone or other similar form of transmission. Each
    Revolving Lender shall make the amount of such Lender's Pro Rata Share of such
    Revolving Credit Advance available to Agent in same day funds by wire transfer
    to Agent's account as set forth in SECTION 1.1(e) not later than 3:00 p.m. (New
    York time) on the requested Funding Date in the case of an Index Rate Loans and
    not later than 11:00 a.m. (New York time) on the requested Funding Date in the
    case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent's
    sole discretion, before receipt of such wire transfers), subject to the terms
    hereof, Agent shall make the requested Revolving Credit Advance to Borrower as
    designated by Borrower in the Notice of Revolving Credit Advance. All payments
    by each Revolving Lender shall be made without setoff, counterclaim or deduction
    of any kind.

                               (ii) At least once each calendar week or more
    frequently at Agent's election (each, a "SETTLEMENT DATE"), Agent shall advise
    each Lender by telephone or fax of the amount of such Lender's Pro Rata Share of
    principal, interest and Fees paid for the benefit of Lenders with respect to
    each applicable Loan. Provided that each Lender has funded all payments and
    Advances required to be made by it and funded all purchases of participations
    required to be funded by it under this Agreement and the other Loan Documents as
    of such Settlement Date, Agent shall pay to each Lender such Lender's Pro Rata
    Share of principal, interest and Fees paid by Borrower since the previous
    Settlement Date for the benefit of such Lender on the Loans held by it. Such
    payments shall be made by wire transfer to such Lender's account (as specified
    by such Lender in ANNEX E or the applicable Assignment Agreement) not later than
    2:00 p.m. (New York time) on the next Business Day following each Settlement
    Date. To the extent that any Lender (a "NON-FUNDING LENDER") has failed to fund
    all such payments and Advances or failed to fund the purchase of all such
    participations required to be funded by such Lender pursuant to this Agreement,
    Agent shall be entitled to set off the funding shortfall against that
    Non-Funding Lender's Pro Rata Share of all payments received from Borrower.

                      (b) AVAILABILITY OF LENDER'S PRO RATA SHARE. Agent may assume
    that each Revolving Lender will make its Pro Rata Share of each Revolving Credit
    Advance available to Agent on each Funding Date. If such Pro Rata Share is not,
    in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled
    to recover such amount on demand from such Revolving Lender without setoff,
    counterclaim or deduction of any kind. If any Revolving Lender fails to pay the
    amount of its Pro Rata Share forthwith upon Agent's demand, Agent shall promptly
    notify Borrower and Borrower shall immediately repay such amount to Agent.
    Nothing in this SECTION 8.5(b) or elsewhere in this Agreement or the other Loan
    Documents shall be deemed to require Agent to advance funds on behalf of any

                                           68

     Revolving Lender or to relieve any Revolving Lender from its obligation to
    fulfill its Commitments hereunder or to prejudice any rights that Borrower may
    have against any Revolving Lender as a result of any default by such Revolving
    Lender hereunder. To the extent that Agent advances funds to Borrower on behalf
    of any Revolving Lender and is not reimbursed therefor on the same Business Day
    as such Advance is made, Agent shall be entitled to retain for its account all
    interest accrued on such Advance until reimbursed by the applicable Revolving
    Lender.

                      (c) RETURN OF PAYMENTS.

                               (i) If Agent pays an amount to a Lender under this
    Agreement in the belief or expectation that a related payment has been or will
    be received by Agent from Borrower and such related payment is not received by
    Agent, then Agent will be entitled to recover such amount from such Lender on
    demand without setoff, counterclaim or deduction of any kind.

                               (ii) If Agent determines at any time that any amount
    received by Agent under this Agreement must be returned to Credit Party or paid
    to any other Person pursuant to any insolvency law or otherwise, then,
    notwithstanding any other term or condition of this Agreement or any other Loan
    Document, Agent will not be required to distribute any portion thereof to any
    Lender. In addition, each Lender will repay to Agent on demand any portion of
    such amount that Agent has distributed to such Lender, together with interest at
    such rate, if any, as Agent is required to pay to Borrower or such other Person,
    without setoff, counterclaim or deduction of any kind.

                      (d) NON-FUNDING LENDERS. The failure of any Non-Funding Lender
    to make any Revolving Credit Advance or any payment required by it hereunder, or
    to fund any purchase of any participation in any Swing Line Loan to be made or
    funded by it on the date specified therefor shall not relieve any other Lender
    (each such other Revolving Lender, an "OTHER LENDER") of its obligations to make
    such Advance or fund the purchase of any such participation on such date, but
    neither any Other Lender nor Agent shall be responsible for the failure of any
    Non-Funding Lender to make an Advance, fund the purchase of a participation or
    make any other payment required hereunder. Notwithstanding anything set forth
    herein to the contrary, a Non-Funding Lender shall not have any voting or
    consent rights under or with respect to any Loan Document or constitute a
    "Lender" or a "Revolving Lender" (or be included in the calculation of
    "Requisite Lenders", "Requisite Revolving Lenders" or "Supermajority Revolving
    Lenders" hereunder) for any voting or consent rights under or with respect to
    any Loan Document.

                                       SECTION 9.
                                      MISCELLANEOUS
                                      -------------

             9.1      INDEMNITIES.
                      ------------

             Borrower agrees to indemnify, pay, and hold Agent, each Lender, each
    L/C Issuer and their respective Affiliates, officers, directors, employees,
    agents, and attorneys (the "INDEMNITEES") harmless from and against any and all
    liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
    claims, costs and expenses (including all reasonable fees and expenses of
    counsel to such Indemnitees) of any kind or nature whatsoever that may be
    imposed on, incurred by, or asserted against the Indemnitee as a result of such

                                           69

     Indemnitees being a party to this Agreement or the transactions consummated
    pursuant to this Agreement or otherwise relating to any of the Loan Documents or
    Related Transactions; provided, that Borrower shall have no obligation to an
    Indemnitee hereunder with respect to liabilities to the extent resulting from
    the gross negligence or willful misconduct of that Indemnitee as determined by a
    court of competent jurisdiction. If and to the extent that the foregoing
    undertaking may be unenforceable for any reason, Borrower agrees to make the
    maximum contribution to the payment and satisfaction thereof which is
    permissible under applicable law.

             9.2      AMENDMENTS AND WAIVERS.
                      -----------------------

                      (a) Except for actions expressly permitted to be taken by
    Agent, no amendment, modification, termination or waiver of any provision of
    this Agreement or any other Loan Document, or any consent to any departure by
    any Credit Party therefrom, shall in any event be effective unless the same
    shall be in writing and signed by Borrower, and by Requisite Lenders, Requisite
    Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as
    applicable. Except as set forth in clauses (b) and (c) below, all such
    amendments, modifications, terminations or waivers requiring the consent of any
    Lenders shall require the written consent of Requisite Lenders.

                      (b) No amendment, modification, termination or waiver of or
    consent with respect to any provision of this Agreement that increases the
    ratios set forth in the definition of Applicable Senior Multiple or Applicable
    Total Multiple, shall be effective unless the same shall be in writing and
    signed by Agent, Supermajority Revolving Lenders and Borrower. No amendment,
    modification, termination or waiver of or consent with respect to any provision
    of this Agreement that waives compliance with the conditions precedent set forth
    in SECTION 2.2 to the making of any Loan or the incurrence of any Letter of
    Credit Obligations shall be effective unless the same shall be in writing and
    signed by Agent, Requisite Revolving Lenders and Borrower. Notwithstanding
    anything contained in this Agreement to the contrary, no waiver or consent with
    respect to any Default or any Event of Default shall be effective for purposes
    of the conditions precedent to the making of Loans or the incurrence of Letter
    of Credit Obligations set forth in SECTION 2.2 unless the same shall be in
    writing and signed by Agent, Requisite Revolving Lenders and Borrower.

                      (c) No amendment, modification, termination or waiver shall,
    unless in writing and signed by Agent and each Lender directly affected thereby:
    (i) increase the principal amount, or postpone or extend the scheduled date of
    expiration, of any Lender's Commitment (which action shall be deemed only to
    affect those Lenders whose Commitments are increased or the scheduled date of
    expiration of whose Commitments are postponed or extended and may be approved by
    Requisite Lenders, including those Lenders whose Commitments are increased or
    the scheduled date of expiration of whose Commitments are postponed or
    extended); (ii) reduce the principal of, rate of interest on (other than any
    determination or waiver to charge or not charge interest at the Default Rate) or
    Fees payable with respect to any Loan or Letter of Credit Obligations of any
    affected Lender; (iii) extend any scheduled payment date or final maturity date
    of the principal amount of any Loan of any affected Lender or postpone or extend
    the scheduled date of expiration of any Letter of Credit beyond the date set
    forth in clause (b) of the initial sentence of SECTION 1.1(d)(iv); (iv) waive,
    forgive, defer, extend or postpone any payment of interest or Fees as to any
    affected Lender (which action shall be deemed only to affect those Lenders to
    whom such payments are made); (v) release any Guaranty or, except as otherwise

                                           70

     permitted in SECTION 5.7 or SECTION 8.2(h), release Collateral (which action
    shall be deemed to directly affect all Lenders); (vi) change the percentage of
    the Commitments or of the aggregate unpaid principal amount of the Loans that
    shall be required for Lenders or any of them to take any action hereunder (which
    action shall be deemed to directly affect all Lenders); and (vii) amend or waive
    this SECTION 9.2 or the definitions of the terms "Requisite Lenders", "Requisite
    Revolving Lenders" or "Supermajority Revolving Lenders" insofar as such
    definitions affect the substance of this SECTION 9.2 or the term "Pro Rata
    Share" (which action shall be deemed to directly affect all Lenders).
    Furthermore, no amendment, modification, termination or waiver affecting the
    rights or duties of Agent or L/C Issuer, or of GE Capital in respect of any Swap
    Related Reimbursement Obligations, under this Agreement or any other Loan
    Document, including any release of any Guaranty or Collateral requiring a
    writing signed by all Lenders, shall be effective unless in writing and signed
    by Agent or L/C Issuer or GE Capital, as the case may be, in addition to Lenders
    required hereinabove to take such action. Each amendment, modification,
    termination or waiver shall be effective only in the specific instance and for
    the specific purpose for which it was given. No amendment, modification,
    termination or waiver shall be required for Agent to take additional Collateral
    pursuant to any Loan Document. No amendment, modification, termination or waiver
    of any provision of any Note shall be effective without the written concurrence
    of the holder of that Note. No notice to or demand on any Credit Party in any
    case shall entitle such Credit Party or any other Credit Party to any other or
    further notice or demand in similar or other circumstances. Any amendment,
    modification, termination, waiver or consent effected in accordance with this
    SECTION 9.2 shall be binding upon each holder of the Notes at the time
    outstanding and each future holder of the Notes.

             9.3      NOTICES.
                      --------

                      (a) ADDRESSES. All notices, demands, requests, directions and
    other communications required or expressly authorized to be made by this
    Agreement shall, whether or not specified to be in writing but unless otherwise
    expressly specified to be given by any other means, be given in writing and (i)
    addressed to the respective party as set forth below and otherwise to the party
    to be notified at its address specified opposite its name on the signature page
    of any applicable Assignment, (ii) posted to any E-SystemIntralinks(R) (to the
    extent such system is available and set up by or at the direction of the Agent
    or (prior to posting) in an appropriate location by uploading such notice,
    demand, request, direction or other communication to www.intralinks.com, faxing
    it to 866-545-6600 with an appropriate bar-coded fax coversheet or using such
    other means of posting to Intralinks(R) as may be available and reasonably
    acceptable to the Agent prior to such posting, (iii) posted to any other
    E-System set up by or at the direction of the Agent in an appropriate location
    or (iv) addressed to such other address as shall be notified in writing (A) in
    the case of the Borrower, the Agent and the Swingline Lender, to the other
    parties hereto and (B) in the case of all other parties, to the Borrower and the
    Agent. Transmission by electronic mail (including E-Fax, even if transmitted to
    the fax numbers set forth in CLAUSE (i) above) shall not be sufficient or
    effective to transmit any such notice under this SUBSECTION (a) unless such
    transmission is an available means to post to any E-System.

             Notices shall be addressed as follows:

                                           71

                 If to Borrower:                Radnet Management, Inc.
                                                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

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

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

             If to a Lender:                   To the address set forth on the
                                               signature page hereto or in the
                                               applicable Assignment Agreement

                      (b) EFFECTIVENESS. All communications described in SUBSECTION
    (a) above and all other notices, demands, requests and other communications made
    in connection with this Agreement shall be effective and be deemed to have been
    received (i) if delivered by hand, upon personal delivery, (ii) if delivered by
    overnight courier service, one Business Day after delivery to such courier
    service, (iii) if delivered by mail, three (3) Business Days after deposited in
    the mail and, (iv) if delivered by facsimile (other than to post to an E-System
    pursuant to SUBSECTION (a)(ii) or (a)(iii) above), upon sender's receipt of
    confirmation of proper transmission, and (v) if delivered by posting to any
    E-System, on the later of the date of such posting in an appropriate location
    and the date access to such posting is given to the recipient thereof in
    accordance with the standard procedures applicable to such E-System; PROVIDED,
    HOWEVER, that no communications to the Agent pursuant to SECTION 2 or SECTION 8
    shall be effective until received by the Agent.

                                           72

                      (c) ELECTRONIC TRANSMISSIONS.

                               (i) AUTHORIZATION. Subject to the provisions of
    SUBSECTION (A), each of the Agent, the Borrower, the Lenders, the L/C Issuers
    and each of their authorized representatives is authorized (but not required) to
    transmit, post or otherwise make or communicate, in its sole discretion,
    Electronic Transmissions in connection with any Loan Document and the
    transactions contemplated therein. Each of Holdings, the Borrower and each
    Credit Party hereby acknowledges and agrees, and each of Holdings and the
    Borrower shall cause each other Credit Party to acknowledge and agree, that the
    use of Electronic Transmissions is not necessarily secure and that there are
    risks associated with such use, including risks of interception, disclosure and
    abuse and each indicates it assumes and accepts such risks by hereby authorizing
    the transmission of Electronic Transmissions.

                               (ii) SIGNATURES. Subject to the provisions of
    SUBSECTION (a) above, (A) no posting to any E-System shall be denied legal
    effect merely because it is made electronically, (B) each E Signature on any
    such posting shall be deemed sufficient to satisfy any requirement for a
    "signature" and (C) each such posting shall be deemed sufficient to satisfy any
    requirement for a "writing", in each case including pursuant to any Loan
    Document, any applicable provision of any UCC, the federal Uniform Electronic
    Transactions Act, the Electronic Signatures in Global and National Commerce Act
    and any substantive or procedural Requirement of Law governing such subject
    matter, (ii) each such posting that is not readily capable of bearing either a
    signature or a reproduction of a signature may be signed, and shall be deemed
    signed, by attaching to, or logically associating with such posting, an
    E-Signature, upon which each Credit Party may rely and assume the authenticity
    thereof, (iii) each such posting containing a signature, a reproduction of a
    signature or an E-Signature shall, for all intents and purposes, have the same
    effect and weight as a signed paper original and (iv) each party hereto or
    beneficiary hereto agrees not to contest the validity or enforceability of any
    posting on any E-System or E-Signature on any such posting under the provisions
    of any applicable Requirement of Law requiring certain documents to be in
    writing or signed; PROVIDED, HOWEVER, that nothing herein shall limit such
    party's or beneficiary's right to contest whether any posting to any E-System or
    E-Signature has been altered after transmission.

                               (iii) SEPARATE AGREEMENTS. All uses of an E-System
    shall be governed by and subject to, in addition to SUBSECTIONS (a) and (b) and
    this SUBSECTION (c), separate terms and conditions posted or referenced in such
    E-System and related Contractual Obligations executed by Credit Parties in
    connection with the use of such E-System.

                               (iv) LIMITATION OF LIABILITY. ALL E-SYSTEMS AND
    ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED "AS IS" AND "AS AVAILABLE". NONE OF
    AGENT OR ANY OF ITS RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR
    COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION, AND EACH DISCLAIMS ALL
    LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY
    THE AGENT OR ANY OF ITS RELATED PERSONS IN CONNECTION WITH ANY E SYSTEMS OR
    ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
    A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM
    VIRUSES OR OTHER CODE DEFECTS. Each of Holdings, the Borrower and each Credit

                                           73

     Party agrees (and each of Holdings and the Borrower shall cause each other
    Credit Party to agree) that the Agent has no responsibility for maintaining or
    providing any equipment, software, services or any testing required in
    connection with any Electronic Transmission or otherwise required for any
    E-System.

             9.4      FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
                      ------------------------------------------------------

             No failure or delay on the part of Agent or any Lender to exercise, nor
    any partial exercise of, any power, right or privilege hereunder or under any
    other Loan Documents shall impair such power, right, or privilege or be
    construed to be a waiver of any Default or Event of Default. All rights and
    remedies existing hereunder or under any other Loan Document are cumulative to
    and not exclusive of any rights or remedies otherwise available.

             9.5      MARSHALING; PAYMENTS SET ASIDE.
                      -------------------------------

             Neither Agent nor any Lender shall be under any obligation to marshal
    any assets in payment of any or all of the Obligations. To the extent that
    Borrower makes payment(s) or Agent enforces its Liens or Agent or any Lender
    exercises its right of set-off, and such payment(s) or the proceeds of such
    enforcement or set-off is subsequently invalidated, declared to be fraudulent or
    preferential, set aside, or required to be repaid by anyone (whether as a result
    of any demand, litigation, settlement or otherwise), then to the extent of such
    recovery, the Obligations or part thereof originally intended to be satisfied,
    and all Liens, rights and remedies therefor, shall be revived and continued in
    full force and effect as if such payment had not been made or such enforcement
    or set-off had not occurred.

             9.6      SEVERABILITY.
                      -------------

             The invalidity, illegality, or unenforceability in any jurisdiction of
    any provision under the Loan Documents shall not affect or impair the remaining
    provisions in the Loan Documents.

             9.7      LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS'
                      ------------------------------------------------------------
                      RIGHTS.
                      -------

             The obligation of each Lender hereunder is several and not joint and no
    Lender shall be responsible for the obligation or commitment of any other Lender
    hereunder. In the event that any Lender at any time should fail to make a Loan
    as herein provided, the Lenders, or any of them, at their sole option, may make
    the Loan that was to have been made by the Lender so failing to make such Loan.
    Nothing contained in any Loan Document and no action taken by Agent or any
    Lender pursuant hereto or thereto shall be deemed to constitute Lenders to be a
    partnership, an association, a joint venture or any other kind of entity. The
    amounts payable at any time hereunder to each Lender shall be a separate and
    independent debt.

             9.8      HEADINGS.
                      ---------

             Section and subsection headings are included herein for convenience of
    reference only and shall not constitute a part of this Agreement for any other
    purposes or be given substantive effect.

                                           74

             9.9      APPLICABLE LAW.
                      ---------------

             THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES NOT
    EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED
    AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

             9.10     SUCCESSORS AND ASSIGNS.
                      -----------------------

             This Agreement shall be binding upon and inure to the benefit of the
    parties hereto and their respective successors and permitted assigns except that
    Borrower may not assign its rights or obligations hereunder without the written
    consent of all Lenders and any such purported assignment without such written
    consent shall be void.

             9.11     NO FIDUCIARY RELATIONSHIP; LIMITED LIABILITY.
                      ---------------------------------------------

             No provision in the Loan Documents and no course of dealing between the
    parties shall be deemed to create any fiduciary duty owing to any Credit Party
    by Agent or any Lender. Borrower and each other Credit Party agree that neither
    Agent nor any Lender shall have liability to Borrower or any other Credit Party
    (whether sounding in tort, contract or otherwise) for losses suffered by
    Borrower or any other Credit Party in connection with, arising out of, or in any
    way related to the transactions contemplated and the relationship established by
    the Loan Documents, or any act, omission or event occurring in connection
    therewith, unless and to the extent that it is determined that such losses
    resulted from the gross negligence or willful misconduct of the party from which
    recovery is sought as determined by a final non-appealable order by a court of
    competent jurisdiction. Neither Agent nor any Lender shall have any liability
    with respect to, and Borrower and each other Credit Party hereby waive, release
    and agree not to sue for, any special, indirect or consequential damages
    suffered by Borrower and any other Credit Party in connection with, arising out
    of, or in any way related to the Loan Documents or the transactions contemplated
    thereby.

             9.12     CONSTRUCTION.
                      -------------

             Agent, each Lender, Borrower and each other Credit Party acknowledge
    that each of them has had the benefit of legal counsel of its own choice and has
    been afforded an opportunity to review the Loan Documents with its legal counsel
    and that the Loan Documents shall be construed as if jointly drafted by Agent,
    each Lender, Borrower and each other Credit Party.

             9.13     CONFIDENTIALITY.
                      ----------------

             Until the Termination Date, Agent and each Lender agree to exercise
    their best efforts to keep confidential any non-public information delivered
    pursuant to the Loan Documents and identified as such by Borrower and not to
    disclose such information to Persons other than to potential assignees or
    participants or to any Affiliate of, or Persons employed by or engaged, by
    Agent, a Lender or any of their respective Affiliates or a Lender's assignees or
    participants including attorneys, auditors, professional consultants, rating
    agencies, insurance industry associations and portfolio management services, or
    to a Person that is an investor or prospective investor in a Securitization,

                                           75

     that agrees that its access to information regarding the Borrower and the Loans
    is solely for purposes of evaluating an investment in such Securitization, or to
    a Person that is a trustee, collateral manager, servicer, noteholder or secured
    party in a Securitization in connection with the administration, servicing and
    reporting on the assets serving as collateral for such Securitization. The
    confidentiality provisions contained in this SECTION 9.13 shall not apply to
    disclosures (a) required to be made by Agent or any Lender to any regulatory or
    governmental agency or pursuant to (i) any subpoena or similar legal process or
    (ii) law, rule, regulations or legal process, (b) consisting of general
    portfolio information that does not specifically identify Borrower, (c) in
    connection with the exercise of any remedies hereunder or under any other Loan
    Document or any action or proceeding relating to this Agreement or any other
    Loan Document or the enforcement of rights hereunder or thereunder, (d) to the
    extent such Information (i) becomes publicly available other than as a result of
    a breach of this Section or (ii) becomes available to the Agent, any Lender or
    any of their respective Affiliates on a nonconfidential basis from a source
    other than the Credit Parties or (e) made to S&P, Moody's and/or other ratings
    agency, as such Lender reasonably deems necessary or appropriate in connection
    with such Lender's obtaining financing; provided, however, that each such entity
    agrees to take reasonable steps to maintain the confidentiality of such
    disclosures. Each Credit Party consents to the publication by Agent or any
    Lender of a tombstone or similar advertising material relating to the financing
    transactions contemplated by this Agreement. Agent or such Lender shall provide
    a draft of any such tombstone or similar advertising material to each Credit
    Party for review and comment prior to the publication thereof. Agent may provide
    to industry trade organizations information with respect to the Credit Facility
    that is necessary and customary for inclusion in league table measurements. The
    obligations of Agent and Lenders under this SECTION 9.13 shall supersede and
    replace the obligations of Agent and Lenders under any confidentiality agreement
    in respect of this financing executed and delivered by Agent or any Lender prior
    to the date hereof.

             9.14     CONSENT TO JURISDICTION.
                      ------------------------

             BORROWER AND CREDIT PARTIES HEREBY CONSENT TO THE JURISDICTION OF ANY
    STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND
    IRREVOCABLY AGREE THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS
    ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL
    BE LITIGATED IN SUCH COURTS. BORROWER AND CREDIT PARTIES EXPRESSLY SUBMIT AND
    CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF
    FORUM NON CONVENIENS. BORROWER AND CREDIT PARTIES HEREBY WAIVE PERSONAL SERVICE
    OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
    UPON BORROWER AND CREDIT PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
    REQUESTED, ADDRESSED TO BORROWER, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND
    SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

             9.15     WAIVER OF JURY TRIAL.
                      ---------------------

             BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER HEREBY WAIVE THEIR
    RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
    ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. BORROWER, CREDIT
    PARTIES, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
    INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE

                                           76

     WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT
    EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
    BORROWER, CREDIT PARTIES, AGENT AND EACH LENDER WARRANT AND REPRESENT THAT EACH
    HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND
    THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

             9.16     SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.
                      ----------------------------------------------

             All agreements, representations and warranties made herein shall
    survive the execution and delivery of this Agreement, the making of the Loans,
    issuances of Letters of Credit and the execution and delivery of the Notes.
    Notwithstanding anything in this Agreement or implied by law to the contrary,
    the agreements of Borrower set forth in SECTIONS 1.8, 1.9 and 9.1 shall survive
    the repayment of the Obligations and the termination of this Agreement.

             9.17     ENTIRE AGREEMENT.
                      -----------------

             This Agreement, the Notes and the other Loan Documents embody the
    entire agreement among the parties hereto and supersede all prior commitments,
    agreements, representations, and understandings, whether oral or written,
    relating to the subject matter hereof (other than the GE Capital Fee Letter),
    and may not be contradicted or varied by evidence of prior, contemporaneous, or
    subsequent oral agreements or discussions of the parties hereto. All Exhibits,
    Schedules and Annexes referred to herein are incorporated in this Agreement by
    reference and constitute a part of this Agreement.

             9.18     COUNTERPARTS; EFFECTIVENESS.
                      ----------------------------

             This Agreement and any amendments, waivers, consents or supplements may
    be executed in any number of counterparts and by different parties hereto in
    separate counterparts, each of which when so executed and delivered shall be
    deemed an original, but all of which counterparts together shall constitute but
    one in the same instrument. This Agreement shall become effective upon the
    execution of a counterpart hereof by each of the parties hereto.

             9.19     REPLACEMENT OF LENDERS.
             ----     -----------------------

                      (a) Within fifteen (15) days after receipt by Borrower of
    written notice and demand from any Lender for payment pursuant to SECTION 1.8 or
    1.9 or, as provided in SECTION 9.19(c), in the case of certain refusals by any
    Lender to consent to certain proposed amendments, modifications, terminations or
    waivers with respect to this Agreement that have been approved by Requisite
    Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all
    affected Lenders, as applicable (any such Lender demanding such payment or
    refusing to so consent being referred to herein as an "AFFECTED LENDER"),
    Borrower may, at its option, notify Agent and such Affected Lender of its
    intention to do one of the following:

                                           77

                               (i) Borrower may obtain, at Borrower's expense, a
    replacement Lender ("REPLACEMENT LENDER") for such Affected Lender, which
    Replacement Lender shall be reasonably satisfactory to Agent. In the event
    Borrower obtains a Replacement Lender that will purchase all outstanding
    Obligations owed to such Affected Lender and assume its Commitments hereunder
    within ninety (90) days following notice of Borrower's intention to do so, the
    Affected Lender shall sell and assign all of its rights and delegate all of its
    obligations under this Agreement to such Replacement Lender in accordance with
    the provisions of SECTION 8.1, PROVIDED that Borrower has reimbursed such
    Affected Lender for any administrative fee payable pursuant to SECTION 8.1 and,
    in any case where such replacement occurs as the result of a demand for payment
    pursuant to SECTION 1.8 or 1.9, paid all amounts required to be paid to such
    Affected Lender pursuant to SECTION 1.8 or 1.9 through the date of such sale and
    assignment; or

                               (ii) Borrower may, with Agent's consent, prepay in
    full all outstanding Obligations owed to such Affected Lender and terminate such
    Affected Lender's Pro Rata Share of the Revolving Loan Commitment and Pro Rata
    Share of the Term Loan B Commitment, in which case the Revolving Loan Commitment
    and Term Loan B Commitment will be reduced by the amount of such Pro Rata Share.
    Borrower shall, within ninety (90) days following notice of its intention to do
    so, prepay in full all outstanding Obligations owed to such Affected Lender
    (including, in any case where such prepayment occurs as the result of a demand
    for payment for increased costs, such Affected Lender's increased costs for
    which it is entitled to reimbursement under this Agreement through the date of
    such prepayment), and terminate such Affected Lender's obligations under the
    Revolving Loan Commitment and Term Loan B Commitment.

                      (b) In the case of a Non-Funding Lender pursuant to SECTION
    8.5(A), at Borrower's request, Agent or a Person acceptable to Agent shall have
    the right with Agent's consent and in Agent's sole discretion (but shall have no
    obligation) to purchase from any Non-Funding Lender, and each Non-Funding Lender
    agrees that it shall, at Agent's request, sell and assign to Agent or such
    Person, all of the Loans and Commitments of that Non-Funding Lender for an
    amount equal to the principal balance of all Loans held by such Non-Funding
    Lender and all accrued interest and Fees with respect thereto through the date
    of sale, such purchase and sale to be consummated pursuant to an executed
    Assignment Agreement.

                      (c) If, in connection with any proposed amendment,
    modification, waiver or termination pursuant to SECTION 9.2 (a "PROPOSED
    CHANGE"):

                               (i) requiring the consent of all affected Lenders,
    the consent of Requisite Lenders is obtained, but the consent of other Lenders
    whose consent is required is not obtained (any such Lender whose consent is not
    obtained as described in this clause (i) and in clause (ii) below being referred
    to as a "NON-CONSENTING LENDER"), or

    (ii) requiring the consent of Supermajority Revolving Lenders, the consent of
    Requisite Revolving Lenders is obtained, but the consent of Supermajority
    Revolving Lenders is not obtained,

                                           78

     then, so long as Agent is not a Non-Consenting Lender, at Borrower's request
    Agent, or a Person reasonably acceptable to Agent, shall have the right with
    Agent's consent and in Agent's sole discretion (but shall have no obligation) to
    purchase from such Non-Consenting Lenders, and such Non-Consenting Lenders agree
    that they shall, upon Agent's request, sell and assign to Agent or such Person,
    all of the Loans and Commitments of such Non-Consenting Lenders for an amount
    equal to the principal balance of all Loans held by the Non-Consenting Lenders
    and all accrued interest and Fees and other Obligations owing with respect
    thereto through the date of sale, such purchase and sale to be consummated
    pursuant to an executed Assignment Agreement.

             9.20     DELIVERY OF TERMINATION STATEMENTS AND MORTGAGE RELEASES.
                      ---------------------------------------------------------

             On the Termination Date, and so long as no suits, actions proceedings,
    or claims are pending or threatened against any Indemnitee asserting any
    damages, losses or liabilities that are indemnified liabilities hereunder, Agent
    shall deliver to Borrower termination statements, mortgage releases and other
    documents necessary or appropriate to evidence the termination of the Liens
    securing payment of the Obligations.

             9.21     SUBORDINATION OF INTERCOMPANY DEBT.
                      -----------------------------------

                      (a) Each Credit Party hereby agrees that any intercompany
    Indebtedness or other intercompany payables or receivables, or intercompany
    advances directly or indirectly made by or owed to such Credit Party by any
    other Credit Party (collectively, "INTERCOMPANY DEBT"), of whatever nature at
    any time outstanding shall be subordinate and subject in right of payment to the
    prior payment in full in cash of the Obligations. Each Credit Party hereby
    agrees that it will not, while any Event of Default is continuing, accept any
    payment, including by offset, on any Intercompany Debt until the Termination
    Date, in each case, except with the prior written consent of Agent.

                      (b) In the event that any payment on any Intercompany Debt
    shall be received by a Credit Party other than as permitted by this SECTION 9.21
    before the Termination Date, such Credit Party shall receive such payments and
    hold the same in trust for, segregate the same from its own assets and shall
    immediately pay over to, the Agent for the benefit of the Agent and Lenders all
    such sums to the extent necessary so that Agent and the Lenders shall have been
    paid in full, in cash, all Obligations owed or which may become owing.

                      (c) Upon any payment or distribution of any assets of any
    Credit Party of any kind or character, whether in cash, property or securities
    by set-off, recoupment or otherwise, to creditors in any liquidation or other
    winding-up of such Credit Party or in the event of any Proceeding, Agent and
    Lenders shall first be entitled to receive payment in full in cash, in
    accordance with the terms of the Obligations and of this Agreement, of all
    amounts payable under or in respect of such Obligations, before any payment or
    distribution is made on, or in respect of, any Intercompany Debt, in any such
    Proceeding, any distribution or payment, to which Agent or any Lender would be
    entitled except for the provisions hereof shall be paid by such Credit Party, or
    by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
    person making such payment or distribution directly to Agent (for the benefit of
    Agent and the Lenders) to the extent necessary to pay all such Obligations in
    full in cash, after giving effect to any concurrent payment or distribution to
    Agent and Lenders (or to Agent for the benefit of Agent and Lenders).

                                           79

             Witness the due execution hereof by the respective duly authorized
    officers of the undersigned as of the date first written above.

                                       RADNET MANAGEMENT, INC.

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

                                       PRIMEDEX HEALTH SYSTEMS, 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
                                             ---------------------------------------

                                          S-1

                                       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
                                             ---------------------------------------

                                          S-2

                                       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
                                             ---------------------------------------

                                          S-3

                                       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
                                             ---------------------------------------

                                       RADIOLOGY AND NUCLEAR MEDICINE IMAGING
                                       PARTNERS, INC.

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

                                          S-4

                                       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
                                             ---------------------------------------

                                       ROCKY MOUNTAIN OPENSCAN MRI, LLC

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

                                          S-5

                                       FRI, INC.

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

                                       GENERAL ELECTRIC CAPITAL CORPORATION,
                                       as Agent, an L/C Issuer and a Lender

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

                                          S-6

                                       Cratos CLO I Ltd.
                                       By: Cratos CDO Management, LLC
                                           As Attorney-in-Fact
                                           By: Cratos Capital Partners, LLC
                                           Its Manager

                                       By: /s/ Ronald J. Banks
                                           -----------------------------------------
                                       Name: Ronald J. Banks
                                       Title: Senior Vice President

                                       Address: Cratos Capital Partners, LLC
                                       3440 Preston Ridge Road, Suite 400
                                       Alpharetta, GA 30005
                                       Attn: Portfolio Manager
                                       Fax: (312) 896-9027

                                       CIT Healthcare LLC

                                       By: /s/ Steve Dowe
                                           -----------------------------------------
                                       Name: Steve Dowe
                                       Title: Director

                                       Address: 505 Fifth Avenue
                                                6th Floor
                                                New York, NY 10017
                                       Attn: Kenneth Zoeller
                                       Fax: (212) 771-9317

                                       WACHOVIA BANK, National Association

                                       By: /s/ Dominic Barakat
                                           -----------------------------------------
                                       Name: Dominic Barakat
                                       Title: Vice President

                                       Address: 301 South College St.
                                                8th Floor NC0613
                                                Charlotte, NC 28288
                                                Attn: David Felts
                                                Fax: (704) 715-0153

                                          S-7

                                         ANNEX A
                                           TO
                                    CREDIT AGREEMENT
                                    ----------------

                                       DEFINITIONS
                                       -----------

             Capitalized terms used in the Loan Documents shall have (unless
    otherwise provided elsewhere in the Loan Documents) the following respective
    meanings and all references to Sections, Exhibits, Schedules or Annexes in the
    following definitions shall refer to Sections, Exhibits, Schedules or Annexes of
    or to the Agreement:

             ACCEPTABLE STANDBY LETTER OF CREDIT means a standby letter of credit,
    issued by a bank or financial institution acceptable to Agent in its sole
    discretion, in form and substance satisfactory to Agent in its sole discretion,
    in an amount equal to 105% of the aggregate outstanding Letter of Credit
    Obligations to be available to Agent to reimburse payments of drafts drawn under
    outstanding Letters of Credit and to pay any Fees and expenses related thereto.

             ACCOUNT DEBTOR means any Person who may become obligated to any Credit
    Party under, with respect to, or on account of, an Account, Chattel Paper or
    General Intangibles (including a payment intangible).

             ACCOUNTING CHANGES means: (a) changes in accounting principles required
    by GAAP and implemented by Holdings or any of its Subsidiaries; (b) changes in
    accounting principles recommended by Holdings' certified public accountants and
    implemented by Holdings; and (c) changes in carrying value of Borrower's or any
    of its Subsidiaries' assets, liabilities or equity accounts resulting from (i)
    the application of purchase accounting principles (A.P.B. 16 and/or 17, FASB 141
    and EITF 88-16 and FASB 109) to the Related Transactions or (ii) as the result
    of any other adjustments that, in each case, were applicable to, but not
    included in, the Pro Forma.

             ACCOUNTS means all "accounts," as such term is defined in the Code, now
    owned or hereafter acquired by any Credit Party, including (a) all accounts
    receivable, other receivables, book debts and other forms of obligations (other
    than forms of obligations evidenced by Chattel Paper or Instruments), (including
    any such obligations that may be characterized as an account or contract right
    under the Code), (b) all of each Credit Party's rights in, to and under all
    purchase orders or receipts for goods or services, (c) all of each Credit
    Party's rights to any goods represented by any of the foregoing (including
    unpaid sellers' rights of rescission, replevin, reclamation and stoppage in
    transit and rights to returned, reclaimed or repossessed goods), (d) all rights
    to payment due to any Credit Party for property sold, leased, licensed, assigned
    or otherwise disposed of, for a policy of insurance issued or to be issued, for
    a secondary obligation incurred or to be incurred, for energy provided or to be
    provided, for the use or hire of a vessel under a charter or other contract,
    arising out of the use of a credit card or charge card, or for services rendered
    or to be rendered by such Credit Party or in connection with any other
    transaction (whether or not yet earned by performance on the part of such Credit
    Party), (e) all healthcare insurance receivables, and (f) all collateral
    security of any kind, now or hereafter in existence, given by any Account Debtor
    or other Person with respect to any of the foregoing.

                                          A-1

             ACQUISITION means the merger of Merger Sub with and into Radiologix
    pursuant to the terms of the Merger Agreement.

             ADVANCED IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             ADVANCES means any Revolving Credit Advance or Swing Line Advance, as
    the context may require.

             AFFECTED LENDER has the meaning ascribed to it in SECTION 9.19(a).

             AFFILIATE means, with respect to any Person, (a) each Person that,
    directly or indirectly, owns or controls, whether beneficially, or as a trustee,
    guardian or other fiduciary, 10% or more of the Stock having ordinary voting
    power in the election of directors of such Person, (b) each Person that
    controls, is controlled by or is under common control with such Person, and (c)
    each of such Person's officers, directors, joint venturers and partners. For the
    purposes of this definition, "control" of a Person shall mean the possession,
    directly or indirectly, of the power to direct or cause the direction of its
    management or policies, whether through the ownership of voting securities, by
    contract or otherwise; PROVIDED, HOWEVER, that the term "Affiliate" shall
    specifically exclude Agent and each Lender, and any purchaser of the
    Subordinated Debt or Second Lien Loan.

             AGENT means GE Capital in its capacity as Agent for Lenders or a
    successor agent.

             AGREEMENT means this Credit Agreement (including all schedules,
    subschedules, annexes and exhibits hereto), as the same may be amended,
    supplemented, restated or otherwise modified from time to time.

             ANTI-TERRORISM LAWS has the meaning ascribed to it in SECTION 3.9.

             APPLICABLE L/C MARGIN means the per annum fee, from time to time in
    effect, payable with respect to outstanding Letter of Credit Obligations as
    determined by reference to SECTION 1.2(a).

             APPLICABLE MARGINS means collectively the Applicable L/C Margin, the
    Applicable Unused Line Fee Margin, the Applicable Revolver Index Margin, the
    Applicable Term Loan B Index Margin, the Applicable Revolver LIBOR Margin and
    the Applicable Term Loan B LIBOR Margin.

             APPLICABLE SENIOR MULTIPLE means (i) from the Closing Date through
    December 31, 2006, 2.85:1.00 and (ii) on each day thereafter, the maximum
    permitted Senior Leverage Ratio for the most recently specified test date set
    forth in SECTION 6.1(f) as of or prior to such day.

             APPLICABLE TOTAL MULTIPLE means (i) from the Closing Date through
    December 31, 2006, 4.35:1.00 and (ii) on each day thereafter, the maximum
    permitted Leverage Ratio for the most recently specified test date set forth in
    SECTION 6.1(e) as of or prior to such day.

                                          A-2

             APPLICABLE REVOLVER INDEX MARGIN means the per annum interest rate
    margin from time to time in effect and payable in addition to the Index Rate
    applicable to the Revolving Loan, as determined by reference to SECTION 1.2(a).

             APPLICABLE REVOLVER LIBOR MARGIN means the per annum interest rate from
    time to time in effect and payable in addition to the LIBOR Rate applicable to
    the Revolving Loan, as determined by reference to SECTION 1.2(a).

             APPLICABLE TERM LOAN B INDEX MARGIN means the per annum interest rate
    from time to time in effect and payable in addition to the Index Rate applicable
    to the Term Loan B, as determined by reference to SECTION 1.2(a).

             APPLICABLE TERM LOAN B LIBOR MARGIN means the per annum interest rate
    from time to time in effect and payable in addition to the LIBOR Rate applicable
    to the Term Loan B, as determined by reference to SECTION 1.2(a).

             APPLICABLE UNUSED LINE FEE MARGIN means the per annum fee, from time to
    time in effect, payable in respect of Borrower's non-use of committed funds
    pursuant to SECTION 1.3(B), which fee is determined by reference to SECTION 1.2
    (a).

             APPROVED FUND means, with respect to any Lender, any Person (other than
    a natural Person) that (a) is or will be engaged in making, purchasing, holding
    or otherwise investing in commercial loans and similar extensions of credit in
    the ordinary course of its business and (b) is advised or managed by (i) such
    Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an
    individual) or any Affiliate of any Person (other than an individual) that
    administers or manages such Lender.

             ASSET DISPOSITION means the disposition whether by sale, lease,
    transfer, loss, damage, destruction, casualty, condemnation or otherwise of any
    of the following: (a) any of the Stock or other equity or ownership interest of
    any of Borrower's Subsidiaries or (b) any or all of the assets of Borrower or
    any of its Subsidiaries other than sales and dispositions described in SECTION
    5.7(a).

             ASSIGNMENT AGREEMENT has the meaning ascribed to it in SECTION 8.1(a).

             AVERAGE DAILY BALANCE means, for any period, the quotient of (a) the
    sum of daily closing balances of the Revolving Loan (including, without
    duplication, the Swing Line Loan and Letter of Credit Obligations) for each day
    during such period divided by (b) the number of days during such period. To the
    extent the calculation of the Leverage Ratio and Senior Leverage Ratio includes
    any period prior to the Closing Date, the Average Daily Balance of the Revolving
    Loan (including, without duplication, the Swing Line Loan and Letter of Credit
    Obligations) shall be measured from the Closing Date to the last day of the
    period being measured.

             BANKRUPTCY CODE means the provisions of Title 11 of the United States
    Code, 11 U.S.C. ss.ss. 101 et seq. or other applicable bankruptcy, insolvency or
    similar laws.

             BEVERLY has the meaning ascribed to in the recitals to the Agreement.

                                          A-3

             BEVERLY MANAGEMENT AGREEMENT means that certain Amended and Restated
    Management and Service Agreement, dated as of January 1, 2004, by and among
    Borrower and Beverly, as in effect on the Closing Date.

             BEVERLY RADIOLOGY has the meaning ascribed to in the recitals to the
    Agreement.

             BORROWER has the meaning ascribed to it in the preamble to the
    Agreement.

             BORROWER PLEDGE AGREEMENT means the Pledge Agreement of even date
    herewith executed by Borrower in favor of Agent, on behalf of itself and
    Lenders, pledging all Stock of its Subsidiaries and all Intercompany Notes owing
    to or held by it.

             BORROWING AVAILABILITY means as of any date of determination the lesser
    of (i) the Maximum Amount and (ii) the Borrowing Base, in each case, LESS the
    sum of the Revolving Loan then outstanding (including, without duplication, the
    outstanding balance of Letter of Credit Obligations and the Swing Line Loan then
    outstanding).

             BORROWING BASE means, as of any date of calculation, the lesser of (i)
    (a) the product of (A) EBITDA multiplied by (B) the Applicable Senior Multiple
    as of such date, MINUS (b) outstanding Senior Debt of Holdings and its
    Subsidiaries (other than the outstanding aggregate principal balance of the
    Revolving Loans) and (ii) (a) the product of (A) EBITDA multiplied by (B) the
    Applicable Total Multiple as of such date, MINUS (b) outstanding total Funded
    Debt of Holdings and its Subsidiaries (other than the outstanding aggregate
    principal balance of the Revolving Loans). For purposes of calculating the
    Borrowing Base as of any date of calculation, EBITDA shall be calculated for the
    twelve (12) month period ending on the date most recently ended for which
    financial statements described in SECTION 6.2(a) of Holdings and its
    Subsidiaries were delivered to Agent.

             BORROWING BASE CERTIFICATE has the meaning ascribed to it in SECTION
    6.2(d).

             BUSINESS DAY means any day that is not a Saturday, a Sunday or a day on
    which banks are required or permitted to be closed in the State of New York or
    New Jersey and in reference to LIBOR Loans shall mean any such day that is also
    a LIBOR Business Day.

             CAPEX LIMIT has the meaning ascribed to it in SECTION 6.1.

             CAPITAL EXPENDITURES has the meaning ascribed to it in SECTION 6.1(a)
    of SCHEDULE 1 to ANNEX F.

             CAPITAL LEASE means, with respect to any Person, any lease of any
    property (whether real, personal or mixed) by such Person as lessee that, in
    accordance with GAAP, would be required to be classified and accounted for as a
    capital lease on a balance sheet of such Person.

             CAPITAL LEASE OBLIGATION means, with respect to any Capital Lease of
    any Person, the amount of the obligation of the lessee thereunder that, in
    accordance with GAAP, would appear on a balance sheet of such lessee in respect
    of such Capital Lease.

                                          A-4

             CAPITATED CONTRACTS means all of Credit Parties' contracts whether
    presently existing or hereafter executed between Credit Parties and various
    health maintenance organizations and all proceeds therefrom.

             CASH EQUIVALENTS means: (i) marketable securities (A) issued or
    directly and unconditionally guaranteed as to interest and principal by the
    United States government or (B) issued by any agency of the United States
    government the obligations of which are backed by the full faith and credit of
    the United States, in each case maturing within one (1) year after acquisition
    thereof; (ii) marketable direct obligations issued by any state of the United
    States of America or any political subdivision of any such state or any public
    instrumentality thereof, in each case maturing within one year after acquisition
    thereof and having, at the time of acquisition, a rating of at least A-1 from
    S&P or at least P-1 from Moody's; (iii) commercial paper maturing no more than
    one year from the date of acquisition and, at the time of acquisition, having a
    rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates
    of deposit or bankers' acceptances issued or accepted by any Lender or by any
    commercial bank organized under the laws of the United States of America or any
    state thereof or the District of Columbia that is at least (A) "adequately
    capitalized" (as defined in the regulations of its primary Federal banking
    regulator) and (B) has Tier 1 capital (as defined in such regulations) of not
    less than $250,000,000, in each case maturing within one year after issuance or
    acceptance thereof; and (v) shares of any money market mutual or similar funds
    that (A) has substantially all of its assets invested continuously in the types
    of investments referred to in clauses (i) through (iv) above, (B) has net assets
    of not less than $500,000,000 and (C) has the highest rating obtainable from
    either S&P or Moody's.

             CERTIFICATE OF EXEMPTION has the meaning ascribed to it in SECTION
    1.9(c).

             CHANGE OF CONTROL means any of the following: (a) any person or group
    of persons (within the meaning of the Securities Exchange Act of 1934) shall
    have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
    by the Securities and Exchange Commission under the Securities Exchange Act of
    1934) of 30% or more of the issued and outstanding shares of Stock of Holdings
    having the right to vote for the election of directors of Holdings under
    ordinary circumstances; (b) during any period of twelve consecutive calendar
    months, individuals who at the beginning of such period constituted the board of
    directors of Holdings (together with any new directors whose election by the
    board of directors of Holdings or whose nomination for election by the
    Stockholders of Holdings was approved by a vote of at least two-thirds of the
    directors then still in office who either were directors at the beginning of
    such period or whose election or nomination for election was previously so
    approved) cease for any reason other than death or disability to constitute a
    majority of the directors then in office; (c) Holdings ceases to own and control
    all of the economic and voting rights associated with all of the outstanding
    Stock of Borrower, (d) Borrower ceases to own and control all of the economic
    and voting rights associated with all of the outstanding Stock of any of its
    Subsidiaries, (e) Dr. Howard Berger ceases to own, directly or indirectly, at
    least ninety five percent (95%) of the economic and voting rights of Beverly,
    Beverly Radiology and ProNet or (e) any "Change of Control" shall occur (as such
    term is defined in any agreement governing Subordinated Debt).

             CHARGES means all federal, state, county, city, municipal, local,
    foreign or other governmental premiums and other amounts (including premiums and
    other amounts owed to the PBGC at the time due and payable), levies,

                                          A-5

     assessments, charges, liens, claims or encumbrances upon or relating to (a) the
    Collateral, (b) the Obligations, (c) the employees, payroll, income or gross
    receipts of any Credit Party, (d) any Credit Party's ownership or use of any
    properties or other assets, or (e) any other aspect of any Credit Party's
    business.

             CHATTEL PAPER means any "chattel paper," as such term is defined in the
    Code, including electronic chattel paper, now owned or hereafter acquired by any
    Credit Party, wherever located.

             CLOSING CHECKLIST means the schedule, including all appendices,
    exhibits or schedules thereto, listing certain documents and information to be
    delivered in connection with the Agreement, the other Loan Documents and the
    transactions contemplated thereunder, substantially in the form attached hereto
    as ANNEX C.

             CLOSING DATE means November 15, 2006.

             COAST IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             CODE means the Uniform Commercial Code as the same may, from time to
    time, be enacted and in effect in the State of New York; PROVIDED, that to the
    extent that the Code is used to define any term herein or in any Loan Document
    and such term is defined differently in different Articles or Divisions of the
    Code, the definition of such term contained in Article or Division 9 shall
    govern; PROVIDED FURTHER, that in the event that, by reason of mandatory
    provisions of law, any or all of the attachment, perfection or priority of, or
    remedies with respect to, Agent's or any Lender's Lien on any Collateral is
    governed by the Uniform Commercial Code as enacted and in effect in a
    jurisdiction other than the State of New York, the term "Code" shall mean the
    Uniform Commercial Code as enacted and in effect in such other jurisdiction
    solely for purposes of the provisions thereof relating to such attachment,
    perfection, priority or remedies and for purposes of definitions related to such
    provisions.

             COLLATERAL means the property covered by the Security Agreement and the
    other Collateral Documents and any other property, real or personal, tangible or
    intangible, now existing or hereafter acquired, that may at any time be or
    become subject to a security interest or Lien in favor of Agent, on behalf of
    itself and Lenders, to secure the Obligations or any portion thereof.

             COLLATERAL DOCUMENTS means the Security Agreement, the Pledge
    Agreements, the Guaranties, the Patent Security Agreements, the Trademark
    Security Agreements, the Copyright Security Agreements and all similar
    agreements entered into guaranteeing payment of, or granting a Lien upon
    property as security for payment of, the Obligations or any portion thereof.

             COMMITMENT TERMINATION DATE means the earliest of (a) with respect to
    the Revolving Loans, November 15, 2011, (b) with respect to the Term Loan B,
    November 15, 2012, (c) the date of termination of Lenders' obligations to make
    Advances and to incur Letter of Credit Obligations or permit existing Loans to
    remain outstanding pursuant to SECTION 7.3, and (d) the date of (i) indefeasible
    prepayment in full by Borrower of the Loans, (ii) the cancellation and return
    (or stand-by guarantee) of all Letters of Credit or the cash collateralization
    or, with the consent of Agent in each instance, the backing with standby letters
    of credit acceptable to Agent, of all Letter of Credit Obligations pursuant to
    and in the amount required by SECTION 1.5(f), and (iii) the permanent reduction
    of the Commitments to zero dollars ($0).

                                          A-6

             COMMITMENTS means (a) as to any Lender, the aggregate of such Lender's
    Revolving Loan Commitment and Term Loan B Commitment as set forth on ANNEX B to
    the Agreement or in the most recent Assignment Agreement executed by such Lender
    and (b) as to all Lenders, the aggregate of all Lenders' Revolving Loan
    Commitments and Term Loan B Commitments, which aggregate commitment shall be TWO
    HUNDRED SEVENTY MILLION DOLLARS ($270,000,000) on the Closing Date, as such
    Commitments may be reduced, amortized or adjusted from time to time in
    accordance with this Agreement.

             COMMUNICATION means any notice, information or other communication
    required or permitted to be given or made under this Agreement, but excluding
    any Loan Document requested by Agent to be delivered solely in a signed writing,
    including without limitation, any mortgage, Note, power of attorney, or Patent,
    Trademark or Copyright Security Agreement.

             COMMUNITY IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE has the meaning ascribed to
    it in SECTION 6.2(o).

             CONSOLIDATED NET INCOME has the meaning ascribed to it in SECTION
    6.1(b) of SCHEDULE 1 to ANNEX F.

             CONTINGENT OBLIGATION means, as applied to any Person, any direct or
    indirect liability of that Person: (i) with respect to Guaranteed Indebtedness
    and with respect to any Indebtedness, lease, dividend or other obligation of
    another Person if the purpose or intent of the Person incurring such liability,
    or the effect thereof, is to provide assurance to the obligee of such liability
    that such liability will be paid or discharged, or that any agreements relating
    thereto will be complied with, or that the holders of such liability will be
    protected (in whole or in part) against loss with respect thereto; (ii) with
    respect to any letter of credit issued for the account of that Person or as to
    which that Person is otherwise liable for reimbursement of drawings; (iii) under
    any foreign exchange contract, currency swap agreement, interest rate swap
    agreement (including Interest Rate Agreements) or other similar agreement or
    arrangement designed to alter the risks of that Person arising from fluctuations
    in currency values or interest rates, (iv) any agreement, contract or
    transaction involving commodity options or future contracts, (v) to make
    take-or-pay or similar payments if required regardless of nonperformance by any
    other party or parties to an agreement, or (vi) pursuant to any agreement to
    purchase, repurchase or otherwise acquire any obligation or any property
    constituting security therefor, to provide funds for the payment or discharge of
    such obligation or to maintain the solvency, financial condition or any balance
    sheet item or level of income of another. The amount of any Contingent
    Obligation shall be equal to the amount of the obligation so guaranteed or
    otherwise supported or, if not a fixed and determined amount, the maximum amount
    so guaranteed.

             CONTRACTUAL OBLIGATIONS means, as applied to any Person, any indenture,
    mortgage, deed of trust, contract, undertaking, agreement or other instrument to
    which that Person is a party or by which it or any of its properties is bound or
    to which it or any of its properties is subject including the Related
    Transactions Documents.

                                          A-7

             CONTROL AGREEMENT means a tri-party deposit account, securities account
    or commodities account control agreements by and among the applicable Credit
    Party, Agent and the depository, securities intermediary or commodities
    intermediary, and each in form and substance reasonably satisfactory in all
    respects to Agent and in any event providing to Agent "control" of such deposit
    account, securities or commodities account within the meaning of Articles 8 and
    9 of the Code.

             COPYRIGHT LICENSE means any and all rights now owned or hereafter
    acquired by any Credit Party under any written agreement granting any right to
    such Credit Party to use any Copyright or Copyright registration owned by a
    third party.

             COPYRIGHT SECURITY AGREEMENTS means the Copyright Security Agreements
    made in favor of Agent, on behalf of itself and Lenders, by each applicable
    Credit Party.

             COPYRIGHTS means all of the following now owned or hereafter adopted or
    acquired by any Credit Party: (a) all copyrights and General Intangibles of like
    nature (whether registered or unregistered), all registrations and recordings
    thereof, and all applications in connection therewith, including all
    registrations, recordings and applications in the United States Copyright Office
    or in any similar office or agency of the United States, any state or territory
    thereof, or any other country or any political subdivision thereof; and (b) all
    reissues, extensions or renewals thereof.

             CREDIT PARTIES means Holdings, Borrower, Beverly, Beverly Radiology,
    ProNet, Diagnostic, Radnet Sub, SoCal, Radnet Management I, Radnet Management
    II, Radnet Imaging, Radiologix, Advanced Imaging, Ide Imaging, Rockland Imaging,
    Pacific Imaging, Questar Imaging, Coast Imaging, Community Imaging, Nuclear
    Imaging, Valley Imaging, Questar Duluth, Questar Alamitos, Questar Victorville,
    OpenScan, FRI and each other Person (i) which executes this Agreement as a
    "Credit Party," (ii) which executes a Guaranty, (iii) which grants a Lien on all
    or substantially all of its assets to secure payment of the Obligations and (iv)
    all of the Stock of which is pledged to Agent for the benefit of itself and
    Lenders.

             CURRENT ASSETS means, with respect to any Person, all current assets of
    such Person as of any date of determination calculated in accordance with GAAP,
    but excluding cash, cash equivalents and debts due from Affiliates.

             CURRENT LIABILITIES means, with respect to any Person, all liabilities
    that should, in accordance with GAAP, be classified as current liabilities, and
    in any event shall include all Indebtedness payable on demand or within one year
    from any date of determination without any option on the part of the obligor to
    extend or renew beyond such year, all accruals for federal or other taxes based
    on or measured by income and payable within such year, but excluding the current
    portion of long-term debt required to be paid within one year and the aggregate
    outstanding principal balances of the Revolving Loan and the Swing Line Loan.

             DEFAULT means any event that, with the passage of time or notice or
    both, would, unless cured or waived, become an Event of Default.

             DEFAULT RATE has the meaning ascribed to it in SECTION 1.2(d).

                                          A-8

             DIAGNOSTIC has the meaning ascribed thereto in the recitals to the
    Agreement.

             DISBURSEMENT ACCOUNT has the meaning ascribed to it in SECTION 1.1(e).

             DISCHARGE OF FIRST LIEN OBLIGATIONS has the meaning ascribed to it in
    the Intercreditor Agreement.

             DISCLOSURE SCHEDULES means the Schedules prepared by Borrower and
    denominated as SCHEDULES 1.1(a) THROUGH 5.19 in the index to the Agreement.

             DOCUMENTS means any "document," as such term is defined in the Code,
    including electronic documents, now owned or hereafter acquired by any Credit
    Party, wherever located.

             DOLLARS or $ means lawful currency of the United States of America.

             DOMESTIC CREDIT PARTIES means any Credit Party organized under the laws
    of a jurisdiction in the United States of America.

             DOMESTIC SUBSIDIARIES means any Subsidiary organized under the laws of
    a jurisdiction in the United States of America.

             EBITDA has the meaning ascribed to it in SCHEDULE II to EXHIBIT 6.2(d).

             ELECTRONIC TRANSMISSION means each document, instruction,
    authorization, file, information and any other communication transmitted, posted
    or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an
    E-System or other equivalent service.

             ENVIRONMENTAL LAWS means all applicable federal, state, local and
    foreign laws, statutes, ordinances, codes, rules, standards and regulations, now
    or hereafter in effect, and any legally binding applicable judicial or
    administrative interpretation thereof, including any applicable judicial or
    administrative order, consent decree, order or judgment, imposing liability or
    standards of conduct for or relating to the regulation and protection of human
    health, safety and the environment (including ambient air, surface water,
    groundwater, wetlands, land surface or subsurface strata). Environmental Laws
    include the Comprehensive Environmental Response, Compensation, and Liability
    Act of 1980 (42 U.S.C. ss.ss. 9601 ET SEQ.) ("CERCLA"); the Hazardous Materials
    Transportation Authorization Act of 1994 (49 U.S.C. ss.ss. 5101 ET SEQ.); the
    Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. ss.ss. 136 ET
    SEQ.); the Solid Waste Disposal Act (42 U.S.C. ss.ss. 6901 ET SEQ.); the Toxic
    Substance Control Act (15 U.S.C. ss.ss. 2601 ET SEQ.); the Clean Air Act (42
    U.S.C. ss.ss. 7401 ET SEQ.); the Federal Water Pollution Control Act (33 U.S.C.
    ss.ss. 1251 ET SEQ.); the Occupational Safety and Health Act (29 U.S.C. ss.ss.
    651 ET SEQ.); and the Safe Drinking Water Act (42 U.S.C. ss.ss. 300(f) ET SEQ.),
    and any and all regulations promulgated thereunder, and all analogous state,
    local and foreign counterparts or equivalents and any transfer of ownership
    notification or approval statutes.

             ENVIRONMENTAL LIABILITIES means, with respect to any Person, all
    liabilities, obligations, responsibilities, response, remedial and removal
    costs, investigation and feasibility study costs, capital costs, operation and
    maintenance costs, losses, damages, punitive damages, property damages, natural
    resource damages, consequential damages, treble damages, costs and expenses

                                          A-9

     (including all reasonable fees, disbursements and expenses of counsel, experts
    and consultants), fines, penalties, sanctions and interest incurred as a result
    of or related to any claim, suit, action, investigation, proceeding or demand by
    any Person, whether based in contract, tort, implied or express warranty, strict
    liability, criminal or civil statute or common law, including any arising under
    or related to any Environmental Laws, Environmental Permits, or in connection
    with any Release or threatened Release or presence of a Hazardous Material
    whether on, at, in, under, from or about or in the vicinity of any real or
    personal property.

             ENVIRONMENTAL PERMITS means all permits, licenses, authorizations,
    certificates, approvals or registrations required by any Governmental Authority
    under any Environmental Laws.

             EQUIPMENT means all "equipment," as such term is defined in the Code,
    now owned or hereafter acquired by any Credit Party, wherever located and, in
    any event, including all such Credit Party's machinery and equipment, including
    processing equipment, conveyors, machine tools, data processing and computer
    equipment, including embedded software and peripheral equipment and all
    engineering, processing and manufacturing equipment, office machinery,
    furniture, materials handling equipment, tools, attachments, accessories,
    automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
    vehicles, rolling stock and other equipment of every kind and nature, trade
    fixtures and fixtures not forming a part of real property, together with all
    additions and accessions thereto, replacements therefor, all parts therefor, all
    substitutes for any of the foregoing, fuel therefor, and all manuals, drawings,
    instructions, warranties and rights with respect thereto, and all products and
    proceeds thereof and condemnation awards and insurance proceeds with respect
    thereto.

             ERISA means the Employee Retirement Income Security Act of 1974, as
    amended from time to time, and all regulations promulgated thereunder.

             ERISA AFFILIATE means, with respect to any Credit Party, any trade or
    business (whether or not incorporated) that, together with such Credit Party,
    are treated as a single employer under Section 4001(b)(1) of ERISA or Sections
    414(b), (c), (m) or (o) of the IRC.

             ERISA EVENT means, with respect to any Credit Party or any ERISA
    Affiliate, (a) any event described in Section 4043 of ERISA with respect to a
    Title IV Plan; (b) the withdrawal of any Credit Party or ERISA Affiliate from a
    Title IV Plan subject to Section 4063 of ERISA during a plan year in which it
    was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the
    complete or partial withdrawal of any Credit Party or any ERISA Affiliate from
    any Multiemployer Plan; (d) the filing of a notice of intent to terminate a
    Title IV Plan or the treatment of a plan amendment as a termination under
    Section 4041 of ERISA; (e) the institution of proceedings to terminate a Title
    IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any Credit Party
    or ERISA Affiliate to make when due required contributions to a Multiemployer
    Plan or Title IV Plan unless such failure is cured within 30 days; (g) any other
    event or condition that might reasonably be expected to constitute grounds under
    Section 4042 of ERISA for the termination of, or the appointment of a trustee to
    administer, any Title IV Plan or Multiemployer Plan or for the imposition of
    liability under Section 4069 or 4212(c) of ERISA; (h) the termination of a
    Multiemployer Plan under Section 4041A of ERISA or the reorganization or
    insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; or (i)
    the loss of a Qualified Plan's qualification or tax exempt status; or (j) the
    termination of a Plan described in Section 4064 of ERISA.

                                          A-10

             E-SIGNATURE means the process of attaching to or logically associating
    with an Electronic Transmission an electronic symbol, encryption, digital
    signature or process (including the name or an abbreviation of the name of the
    party transmitting the Electronic Transmission) with the intent to sign,
    authenticate or accept such Electronic Transmission.

             E-SYSTEM means any electronic system, including Intralinks(R) and any
    other Internet or extranet-based site, whether such electronic system is owned,
    operated or hosted by the Agent or any other Person, providing for access to
    data protected by passcodes or other security system.

             EVENT OF DEFAULT has the meaning ascribed to it in SECTION 7.1.

             EXCESS CASH FLOW has the meaning ascribed to it in SCHEDULE 2 to ANNEX
    F.

             EXCLUDED TAX has the meaning ascribed to it in SECTION 1.9(a).

             FACILITIES means the Term Loan Facility and the Revolving Credit
    Facility.

             FAIR LABOR STANDARDS ACT means the Fair Labor Standards Act, 29 U.S.C.
    ss.201 et seq.

             FEDERAL FUNDS RATE means, for any day, a floating rate equal to the
    weighted average of the rates on overnight federal funds transactions among
    members of the Federal Reserve System, as determined by Agent in its sole
    discretion, which determination shall be final, binding and conclusive (absent
    manifest error).

             FEDERAL RESERVE BOARD means the Board of Governors of the Federal
    Reserve System.

             FEES means any and all fees payable to Agent or any Lender pursuant to
    the Agreement or any of the other Loan Documents.

             FIELD REVIEW has the meaning ascribed to it in SECTION 4.3.

             FINANCIAL STATEMENTS means the consolidated and consolidating income
    statements, statements of cash flows and balance sheets of Holdings and its
    Subsidiaries delivered in accordance with SECTION 6.2.

             FISCAL MONTH means any of the monthly accounting periods of Holdings of
    each Fiscal Year.

             FISCAL QUARTER means any of the quarterly accounting periods of
    Holdings, ending on March 31, June 30, September 30 and December 31 of each
    year.

             FISCAL YEAR means any of the annual accounting periods of Holdings
    ending on December 31 of each year.

             FIXED CHARGES has the meaning ascribed to it in SECTION 6.1(C) of
    SCHEDULE 1 to ANNEX F.

                                          A-11

             FIXED CHARGE COVERAGE RATIO has the meaning ascribed to it in SECTION
    6.1(c) of SCHEDULE 1 to ANNEX F.

             FIXTURES means all "fixtures" as such term is defined in the Code, now
    owned or hereafter acquired by any Credit Party.

             FOREIGN LENDER has the meaning ascribed to it in SECTION 1.9(c).

             FOREIGN SUBSIDIARY means any direct or indirect Subsidiary of Holdings
    organized under the laws of a jurisdiction outside of the United States.

             FRI has the meaning ascribed to in the recitals to the Agreement.

             FUNDED DEBT means, with respect to any Person, without duplication, all
    Indebtedness (excluding any Indebtedness evidenced by the Radiologix Senior
    Notes and Primedex Subordinated Notes so long as such notes are redeemed on or
    prior to the date that is 30 days after the Closing Date) for borrowed money
    evidenced by notes, bonds, debentures, or similar evidences of Indebtedness and
    that by its terms matures more than one year from, or is directly or indirectly
    renewable or extendible at such Person's option under a revolving credit or
    similar agreement obligating the lender or lenders to extend credit over a
    period of more than one year from the date of creation thereof, and specifically
    including Capital Lease Obligations, current maturities of long-term debt,
    revolving credit and short-term debt extendible beyond one year at the option of
    the debtor, and also including, in the case of Borrower, the Obligations
    (including Letter of Credit Obligations), the Second Lien Loan Obligations and,
    without duplication, Guaranteed Indebtedness consisting of guaranties of Funded
    Debt of other Persons.

             FUNDING DATE has the meaning ascribed to it in SECTION 2.2.

             GAAP means generally accepted accounting principles in the United
    States of America, consistently applied.

             GE CAPITAL has the meaning ascribed to it in the Preamble.

             GE CAPITAL FEE LETTER has the meaning ascribed to it in SECTION 1.3(a).

             GENERAL INTANGIBLES means "general intangibles," as such term is
    defined in the Code, now owned or hereafter acquired by any Credit Party,
    including all right, title and interest that such Credit Party may now or
    hereafter have in or under any Contractual Obligation, all payment intangibles,
    customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications
    therefor and reissues, extensions or renewals thereof, rights in Intellectual
    Property, interests in partnerships, joint ventures and other business
    associations, licenses, permits, copyrights, trade secrets, proprietary or
    confidential information, inventions (whether or not patented or patentable),
    technical information, procedures, designs, knowledge, know-how, software, data
    bases, data, skill, expertise, experience, processes, models, drawings,
    materials and records, goodwill (including the goodwill associated with any
    Trademark or Trademark License), all rights and claims in or under insurance
    policies (including insurance for fire, damage, loss and casualty, whether
    covering personal property, real property, tangible rights or intangible rights,
    all liability, life, key man and business interruption insurance, and all
    unearned premiums), uncertificated securities, choses in action, deposit,
    checking and other bank accounts, rights to receive tax refunds and other

                                          A-12

     payments, rights to receive dividends, distributions, cash, Instruments and
    other property in respect of or in exchange for pledged Stock and Investment
    Property, rights of indemnification, all books and records, correspondence,
    credit files, invoices and other papers, including all tapes, cards, computer
    runs and other papers and documents in the possession or under the control of
    such Credit Party or any computer bureau or service company from time to time
    acting for such Credit Party.

             GOODS means any "goods," as such term is defined in the Code, now owned
    or hereafter acquired by any Credit Party, wherever located, including embedded
    software to the extent included in "goods" as defined in the Code, manufactured
    homes, standing timber that is cut and removed for sale and unborn young of
    animals.

             GOVERNMENTAL AUTHORITY means any nation or government, any state or
    other political subdivision thereof, and any agency, department or other entity
    exercising executive, legislative, judicial, regulatory or administrative
    functions of or pertaining to government.

             GUARANTEED INDEBTEDNESS means, as to any Person, any obligation of such
    Person guaranteeing, providing comfort or otherwise supporting any Indebtedness,
    lease, dividend, or other obligation ("PRIMARY OBLIGATION") of any other Person
    (the "PRIMARY OBLIGOR") in any manner, including any obligation or arrangement
    of such Person to (a) purchase or repurchase any such primary obligation, (b)
    advance or supply funds (i) for the purchase or payment of any such primary
    obligation or (ii) to maintain working capital or equity capital of the primary
    obligor or otherwise to maintain the net worth or solvency or any balance sheet
    condition of the primary obligor, (c) purchase property, securities or services
    primarily for the purpose of assuring the owner of any such primary obligation
    of the ability of the primary obligor to make payment of such primary
    obligation, (d) protect the beneficiary of such arrangement from loss (other
    than product warranties given in the ordinary course of business) or (e)
    indemnify the owner of such primary obligation against loss in respect thereof.
    The amount of any Guaranteed Indebtedness at any time shall be deemed to be an
    amount equal to the lesser at such time of (x) the stated or determinable amount
    of the primary obligation in respect of which such Guaranteed Indebtedness is
    incurred and (y) the maximum amount for which such Person may be liable pursuant
    to the terms of the instrument embodying such Guaranteed Indebtedness, or, if
    not stated or determinable, the maximum reasonably anticipated liability
    (assuming full performance) in respect thereof.

             GUARANTIES means, that Guaranty executed as of the closing date by the
    Guarantors and any other guaranty executed by any Guarantor in favor of Agent
    and Lenders in respect of the Obligations.

             GUARANTORS means Holdings, Borrower, Beverly, Beverly Radiology,
    ProNet, Diagnostic, Radnet Sub, SoCal, Radnet Management I, Radnet Management
    II, Radnet Imaging, Radiologix, Advanced Imaging, Ide Imaging, Rockland Imaging,
    Pacific Imaging, Questar Imaging, Coast Imaging, Community Imaging, Nuclear
    Imaging, Valley Imaging, Questar Duluth, Questar Alamitos, Questar Victorville,
    OpenScan, FRI and each other Person, if any, that executes a guaranty or other
    similar agreement in favor of Agent, for itself and the ratable benefit of
    Lenders, in connection with the transactions contemplated by the Agreement and
    the other Loan Documents.

                                          A-13

             HAZARDOUS MATERIAL means any substance, material or waste that is
    regulated by, or forms the basis of liability now or hereafter under, any
    Environmental Laws, including any material or substance that is (a) defined as a
    "solid waste," "hazardous waste," "hazardous material," "hazardous substance,"
    "dangerous goods," "extremely hazardous waste," "restricted hazardous waste,"
    "pollutant," "contaminant," "hazardous constituent," "special waste," "toxic
    substance" or other similar term or phrase under any Environmental Laws, or (b)
    petroleum or any fraction or by-product thereof, asbestos, polychlorinated
    biphenyls (PCB's), or any radioactive substance.

             HEALTH CARE LAWS means (i) any and all federal, state and local fraud
    and abuse laws, including, without limitation, the federal Anti-Kickback Statute
    (42 U.S.C. ss. 1320a-7b), the Stark Law (42 U.S.C. ss. 1395nn and ss.1395(q)),
    the civil False Claims Act (31 U.S.C. ss. 3729 et seq.), Sections 1320a-7 and
    1320a-7a of Title 42 of the United States Code and the regulations promulgated
    pursuant to such statutes; (ii) the federal Food, Drug & Cosmetic Act (21 U.S.C.
    ss.ss. 301 et seq.) and the regulations promulgated thereunder, (iii) the Health
    Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191) and
    the regulations promulgated thereunder, (iv) Medicare (Title XVIII of the Social
    Security Act) and the regulations promulgated thereunder; (v) Medicaid (Title
    XIX of the Social Security Act) and the regulations promulgated thereunder; (vi)
    the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub.
    L. No. 108-173) and the regulations promulgated thereunder; (vii) quality,
    safety and accreditation standards and requirements of all applicable state laws
    or regulatory bodies; (viii) Requirements of Law relating to the ownership or
    operation of a health care facility or business, or assets used in connection
    therewith, (ix) Requirements of Law relating to the billing or submission of
    claims, collection of accounts receivable, underwriting the cost of, or
    provision of management or administrative services in connection with, any and
    all of the foregoing, by any Credit Party and any of their Subsidiaries,
    including, but not limited to, laws and regulations relating to practice of
    medicine and other health care professions, professional fee splitting,
    tax-exempt organization and charitable trust law applicable to health care
    organizations, certificates of need, certificates of operations and authority,
    and (x) any and all other applicable health care laws, regulations, manual
    provisions, policies and administrative guidance, each of (i) through (x) as may
    be amended from time to time.

             HOLDINGS has the meaning ascribed thereto in the recitals to the
    Agreement.

             IDE IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             INACTIVE SUBSIDIARIES means the Persons listed on Schedule A.

             INDEBTEDNESS means, with respect to any Person, without duplication (a)
    all indebtedness of such Person for borrowed money or for the deferred purchase
    price of property payment for which is deferred six (6) months or more, but
    excluding obligations to trade creditors incurred in the ordinary course of
    business that are unsecured and not overdue by more than six (6) months unless
    being contested in good faith, (b) all reimbursement and other obligations with
    respect to letters of credit, bankers' acceptances and surety bonds, whether or
    not matured, (c) all obligations evidenced by notes, bonds, debentures or

                                          A-14

     similar instruments, (d) all indebtedness created or arising under any
    conditional sale or other title retention agreement with respect to property
    acquired by such Person (even though the rights and remedies of the seller or
    lender under such agreement in the event of default are limited to repossession
    or sale of such property), (e) all Capital Lease Obligations and the present
    value (discounted at the Index Rate as in effect on the Closing Date) of future
    rental payments under all synthetic leases, (f) all obligations of such Person
    under commodity purchase or option agreements or other commodity price hedging
    arrangements, in each case whether contingent or matured, (g) all net payment
    obligations of such Person under any foreign exchange contract, currency swap
    agreement, interest rate swap (including Interest Rate Agreements), cap or
    collar agreement or other similar agreement or arrangement designed to alter the
    risks of that Person arising from fluctuations in currency values or interest
    rates, in each case whether contingent or matured, (h) all Indebtedness referred
    to above secured by (or for which the holder of such Indebtedness has an
    existing right, contingent or otherwise, to be secured by) any Lien upon or in
    property or other assets (including accounts and contract rights) owned by such
    Person, even though such Person has not assumed or become liable for the payment
    of such Indebtedness, (i) "earnouts" and similar payment obligations excluding
    bonus, phantom stock or other similar compensation payments owed to employees,
    or officers and incurred in the ordinary course of business, (j) the Second Lien
    Obligations and (k) the Obligations.

             INDEMNITEES has the meaning ascribed to it in SECTION 9.1.

             INDEX RATE means, for any day, a floating rate equal to the higher of
    (i) the rate publicly quoted from time to time by THE WALL STREET JOURNAL as the
    "base rate on corporate loans posted by at least 75% of the nation's 30 largest
    banks" (or, if THE WALL STREET JOURNAL ceases quoting a base rate of the type
    described, the highest per annum rate of interest published by the Federal
    Reserve Board in Federal Reserve statistical release H.15 (519) entitled
    "Selected Interest Rates" as the Bank prime loan rate or its equivalent), and
    (ii) the Federal Funds Rate plus 50 basis points per annum. Each change in any
    interest rate provided for in the Agreement based upon the Index Rate shall take
    effect at the time of such change in the Index Rate.

             INDEX RATE LOAN means a Loan or portion thereof bearing interest by
    reference to the Index Rate.

             INSTRUMENTS means all "instruments," as such term is defined in the
    Code, now owned or hereafter acquired by any Credit Party, wherever located,
    and, in any event, including all certificated securities, all certificates of
    deposit, and all promissory notes and other evidences of indebtedness, other
    than instruments that constitute, or are a part of a group of writings that
    constitute, Chattel Paper.

             INTELLECTUAL PROPERTY means any and all Licenses, Patents, Copyrights,
    Trademarks, and the goodwill associated with such Trademarks.

             INTERCOMPANY DEBT has the meaning ascribed to it in SECTION 9.21.

             INTERCOMPANY NOTES means a promissory note contemplated by SECTION
    5.1(e).

                                          A-15

             INTERCREDITOR AGREEMENT means that certain Intercreditor Agreement,
    dated as of the Closing Date, among the Agent, the Second Lien Agent (as defined
    therein) and the Credit Parties, as amended, restated, supplemented and
    otherwise modified from time to time.

             INTEREST EXPENSE has the meaning ascribed to it in SECTION 6.1(c) of
    SCHEDULE 1 to ANNEX F.

             INTEREST PAYMENT DATE means (a) as to any Index Rate Loan, the first
    Business Day of each month to occur while such Loan is outstanding, and (b) as
    to any LIBOR Loan, the last day of the applicable LIBOR Period; PROVIDED, that
    in the case of any LIBOR Period greater than three months in duration, interest
    shall be payable at three month intervals and on the last day of such LIBOR
    Period; and PROVIDED FURTHER that, in addition to the foregoing, each of (x) the
    date upon which all of the Commitments have been terminated and the Loans have
    been paid in full and (y) the Commitment Termination Date shall be deemed to be
    an "INTEREST PAYMENT DATE" with respect to any interest that has then accrued
    under the Agreement.

             INTEREST RATE AGREEMENT means any interest rate swap agreement,
    interest rate cap agreement, interest rate collar agreement or similar agreement
    or arrangement designed to protect Borrower against fluctuations in interest
    rates entered into between Borrower and any Lender pursuant to SECTION 4.10 (and
    any other such agreement otherwise agreed to by Agent).

             INVENTORY means any "inventory," as such term is defined in the Code,
    now owned or hereafter acquired by any Credit Party, wherever located, including
    inventory, merchandise, goods and other personal property that are held by or on
    behalf of any Credit Party for sale or lease or are furnished or are to be
    furnished under a contract of service, or that constitute raw materials, work in
    process, finished goods, returned goods, supplies or materials of any kind,
    nature or description used or consumed or to be used or consumed in such Credit
    Party's business or in the processing, production, packaging, promotion,
    delivery or shipping of the same, including all supplies and embedded software.

             INVESTMENt means (i) any direct or indirect purchase or other
    acquisition by Borrower or any of its Subsidiaries of any Stock, or other
    ownership interest in, any other Person, and (ii) any direct or indirect loan,
    advance or capital contribution by Borrower or any of its Subsidiaries to any
    other Person, including all indebtedness and accounts receivable due from that
    other Person that are not current assets and did not arise from sales to that
    other Person in the ordinary course of business.

             INVESTMENT PROPERTY means all "investment property," as such term is
    defined in the Code, now owned or hereafter acquired by any Credit Party,
    wherever located, including: (i) all securities, whether certificated or
    uncertificated, including stocks, bonds, interests in limited liability
    companies, partnership interests, treasuries, certificates of deposit, and
    mutual fund shares; (ii) all securities entitlements of any Credit Party,
    including the rights of such Credit Party to any securities account and the
    financial assets held by a securities intermediary in such securities account
    and any free credit balance or other money owing by any securities intermediary
    with respect to that account; (iii) all securities accounts of any Credit Party;
    (iv) all commodity contracts of any Credit Party; and (v) all commodity accounts
    held by any Credit Party.

                                          A-16

             IRC means the Internal Revenue Code of 1986, as amended, and all
    regulations promulgated thereunder.

             IRS means the United States Internal Revenue Service.

             L/C ISSUER means GE Capital or a Subsidiary thereof or a bank or other
    legally authorized Person selected by or acceptable to Agent in its sole
    discretion, in such Person's capacity as an issuer of Letters of Credit
    hereunder.

             L/C SUBLIMIT has the meaning ascribed to it in SECTION 1.1(d).

             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.

             LETTERS OF CREDIT means documentary or standby letters of credit issued
    for the account of Borrower by L/C Issuers, and bankers' acceptances issued by
    Borrower, for which Agent and Lenders have incurred Letter of Credit
    Obligations. The term does not include a Swap Related L/C.

             LETTER OF CREDIT FEE has the meaning ascribed to it in SECTION 1.3(c).

             LETTER OF CREDIT OBLIGATIONS means all outstanding obligations incurred
    by Agent and Lenders at the request of Borrower, whether direct or indirect,
    contingent or otherwise, due or not due, in connection with the issuance of
    Letters of Credit by L/C Issuers or the purchase of a participation as set forth
    in SECTION 1.1(D) with respect to any Letter of Credit. The amount of such
    Letter of Credit Obligations shall equal the maximum amount that may be payable
    by Agent and Lenders thereupon or pursuant thereto.

             LEVERAGE RATIO has the meaning ascribed to it in SECTION 6.1(e) of
    SCHEDULE 1 to ANNEX F.

             LIBOR BREAKAGE COSTS means (i) an amount equal to the amount of any
    losses, expenses, liabilities (including, without limitation, any loss
    (including interest paid) and lost opportunity cost (consisting of the present
    value of the difference between the LIBOR Rate in effect for the Interest Period
    and any lower LIBOR Rate in effect at the time of prepayment for the remainder
    of that Interest Period) in connection with the re-employment of such funds)
    that any Lender may sustain as a result of (a) any default by Borrower in making
    any borrowing of, conversion into or continuation of any LIBOR Loan following
    Borrower's delivery to Agent of any LIBOR Loan request in respect thereof or (b)
    any payment of a LIBOR Loan on any day that is not the last day of the LIBOR
    Period applicable thereto (regardless of the source of such prepayment and
    whether voluntary, by acceleration or otherwise) and (ii) an administrative fee
    in an amount equal to $250.00. For purposes of calculating amounts payable to a
    Lender under SECTION 1.3(e), each Lender shall be deemed to have actually funded
    its relevant LIBOR Loan through the purchase of a deposit bearing interest at
    LIBOR in an amount equal to the amount of that LIBOR Loan and having a maturity
    and repricing characteristics comparable to the relevant LIBOR Period; PROVIDED,
    HOWEVER, that each Lender may fund each of its LIBOR Loans in any manner it sees
    fit, and the foregoing assumption shall be utilized only for the calculation of
    amounts payable under SECTION 1.3(d).

                                          A-17

             LIBOR BUSINESS DAY means a Business Day on which banks in the City of
    London are generally open for interbank or foreign exchange transactions.

             LIBOR LOANS means a Loan or any portion thereof bearing interest by
    reference to the LIBOR Rate.

             LIBOR PERIOD means, with respect to any LIBOR Loan, each period
    commencing on a LIBOR Business Day selected by Borrower pursuant to the
    Agreement and ending one, two, three or six months thereafter, as selected by
    Borrower's irrevocable notice to Agent as set forth in SECTION 1.2(e); PROVIDED,
    that the foregoing provision relating to LIBOR Periods is subject to the
    following:

                               (a) if any LIBOR Period would otherwise end on a day
    that is not a LIBOR Business Day, such LIBOR Period shall be extended to the
    next succeeding LIBOR Business Day unless the result of such extension would be
    to carry such LIBOR Period into another calendar month in which event such LIBOR
    Period shall end on the immediately preceding LIBOR Business Day;

                               (b) any LIBOR Period that would otherwise extend
    beyond the date set forth in clause (a) of the definition of "Commitment
    Termination Date" shall end two (2) LIBOR Business Days prior to such date;

                               (c) any LIBOR Period that begins on the last LIBOR
    Business Day of a calendar month (or on a day for which there is no numerically
    corresponding day in the calendar month at the end of such LIBOR Period) shall
    end on the last LIBOR Business Day of a calendar month;

                               (d) Borrower shall select LIBOR Periods so as not to
    require a payment or prepayment of any LIBOR Loan during a LIBOR Period for such
    Loan;

                               (e) Borrower shall select LIBOR Periods so that there
    shall be no more than 5 separate LIBOR Loans in existence at any one time; and

                               (f) no LIBOR Period may be selected for any portion
    of the Term Loan B if a Scheduled Installment for such Term Loan B is payable
    during such LIBOR Period and the portion of such Term Loan B which constitutes
    an Index Rate Loan does not equal or exceed the amount of such Scheduled
    Installment.

             LIBOR RATE means for each LIBOR Period, a rate of interest determined
    by Agent equal to:

                               (a) the offered rate for deposits in United States
    Dollars for the applicable LIBOR Period that appears on Telerate Page 3750 as of
    11:00 a.m. (London time), on the second full LIBOR Business Day next preceding
    the first day of such LIBOR Period (unless such date is not a Business Day, in
    which event the next succeeding Business Day will be used); divided by

                                          A-18

                               (b) a number equal to 1.0 MINUS the aggregate (but
    without duplication) of the rates (expressed as a decimal fraction) of reserve
    requirements in effect on the day that is two (2) LIBOR Business Days prior to
    the beginning of such LIBOR Period (including basic, supplemental, marginal and
    emergency reserves under any regulations of the Federal Reserve Board or other
    Governmental Authority having jurisdiction with respect thereto, as now and from
    time to time in effect) for Eurocurrency funding (currently referred to as
    "Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board that are
    required to be maintained by a member bank of the Federal Reserve System.

             If such interest rates shall cease to be available from Telerate News
    Service, the LIBOR Rate shall be determined from such financial reporting
    service or other information as shall be available to Agent.

             LICENSE means any Copyright License, Patent License, Trademark License
    or other license of rights or interests now held or hereafter acquired by any
    Credit Party.

             LIEN means any mortgage or deed of trust, pledge, hypothecation,
    assignment, deposit arrangement, lien, charge, claim, security interest,
    easement or encumbrance, or preference, priority or other security agreement or
    preferential arrangement of any kind or nature whatsoever (including any lease
    or title retention agreement, any financing lease having substantially the same
    economic effect as any of the foregoing, and the filing of, or agreement to
    give, any financing statement perfecting a security interest under the Code or
    comparable law of any jurisdiction).

             LITIGATION has the meaning ascribed to it in SECTION 6.2(k).

             LOAN ACCOUNT has the meaning ascribed to it in SECTION 1.7.

             LOAN DOCUMENTS means the Agreement, the Notes, the Collateral
    Documents, the GE Capital Fee Letter, the Intercreditor Agreement, the
    subordination provisions applicable to any Subordinated Debt and intercreditor
    provisions applicable to any Indebtedness that is PARI PASSU in right of payment
    to the Obligations and all other agreements, instruments, documents and
    certificates identified in the Closing Checklist executed and delivered to, or
    in favor of, Agent or any Lenders and including all other pledges, powers of
    attorney, consents, assignments, contracts, notices, and all other written
    matter whether heretofore, now or hereafter executed by or on behalf of any
    Credit Party, or any employee of any Credit Party, and delivered to Agent or any
    Lender in connection with the Agreement or the transactions contemplated thereby
    (other than the Second Lien Loan Documents). Any reference in the Agreement or
    any other Loan Document to a Loan Document shall include all appendices,
    exhibits or schedules thereto, and all amendments, restatements, supplements or
    other modifications thereto, and shall refer to the Agreement or such Loan
    Document as the same may be in effect at any and all times such reference
    becomes operative.

             LOANS means the Revolving Loan, the Swing Line Loan and the Term Loan.

             MANAGEMENT AGREEMENT means that certain Amended and Restated Management
    and Service Agreement dated as of January 1, 2004, as in effect on the Closing
    Date.

                                          A-19

             MASTER DOCUMENTARY AGREEMENT means the Master Agreement for Documentary
    Letters of Credit dated as of the Closing Date between Borrower, as Applicant,
    and GE Capital, as Issuer, as the same may be amended, restated, modified and/or
    supplemented from time to time including, without limitation, by joinder
    thereto.

             MASTER STANDBY AGREEMENT means the Master Agreement for Standby Letters
    of Credit dated as of the Closing Date between Borrower, as Applicant, and GE
    Capital, as Issuer, as the same may be amended, restated, modified and/or
    supplemented from time to time including, without limitation, by joinder
    thereto.

             MATERIAL ADVERSE EFFECT means a material adverse effect on (a) the
    business, assets, operations or financial or other condition of the Credit
    Parties considered as a whole, (b) Borrower's ability to pay any of the Loans or
    any of the other Obligations in accordance with the terms of the Agreement, (c)
    the Collateral or Agent's Liens, on behalf of itself and Lenders, on the
    Collateral or the priority of such Liens, or (d) Agent's or any Lender's rights
    and remedies under the Agreement and the other Loan Documents.

             MAXIMUM AMOUNT means, as of any date of determination, an amount equal
    to the Revolving Loan Commitment of all Lenders as of that date.

             MAXIMUM LAWFUL RATE has the meaning ascribed to it in SECTION 1.2(f).

             MERGER AGREEMENT means that certain Agreement and Plan of Merger, dated
    as of July 6, 2006, by and among Holdings, Merger Sub, Borrower and Radiologix,
    without giving effect to any waiver, change or amendment thereto unless
    consented to in writing by Agent.

             MERGER SUB means PR Acquisition Corporation, a Delaware corporation.

             MOODY'S means Moody's Investors Services, Inc.

             MULTIEMPLOYER PLAN means a "multiemployer plan" as defined in Section
    (3)(7) of ERISA, and to which any Credit Party or ERISA Affiliate is making, is
    obligated to make or has made or been obligated to make in the past five years
    contributions on behalf of participants who are or were employed by any of them
    or withdrawal liability payments.

             NET PROCEEDS means cash proceeds received by Borrower or any of its
    Subsidiaries from any Asset Disposition (including insurance proceeds, awards of
    condemnation, and payments under notes or other debt securities received in
    connection with any Asset Disposition), net of (a) the costs of such Asset
    Disposition (including taxes attributable to such sale, lease or transfer) and
    any commissions and other customary transaction fees, costs and expenses), other
    than any costs payable to any Affiliate of a Credit Party (b) amounts applied to
    repayment of Indebtedness (other than the Obligations) secured by a Lien
    permitted under the Agreement on the asset or property disposed and (c) any
    amounts required to be held in escrow until such time as such amounts are
    released from escrow whereupon such amounts shall be considered Net Proceeds.

             NON-CONSENTING LENDER has the meaning ascribed to it in SECTION
    9.19(c).

             NON-EXCLUDED TAXES has the meaning ascribed to it in SECTION 1.9(a).

             NON-FUNDING LENDER has the meaning ascribed to it in SECTION 8.5(a).

                                          A-20

             NOTES means, collectively, the Revolving Notes, the Swing Line Note and
    the Term Notes.

             NOTICE OF CONVERSION/CONTINUATION has the meaning ascribed to it in
    SECTION 1.2(e).

             NOTICE OF REVOLVING CREDIT ADVANCE has the meaning ascribed to it in
    SECTION 1.1(b).

             NUCLEAR IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             OBLIGATIONS means all loans, advances, debts, liabilities and
    obligations, for the performance of covenants, tasks or duties or for payment of
    monetary amounts (whether or not such performance is then required or
    contingent, or such amounts are liquidated or determinable), including Letter of
    Credit Obligations and, but only to the extent that the Agent has acknowledged
    in writing that such obligations constitute "Obligations" hereunder, obligations
    under Interest Rate Agreements, owing by any Credit Party to Agent or any
    Lender, and all covenants and duties regarding such amounts, of any kind or
    nature, present or future, whether or not evidenced by any note, agreement or
    other instrument, arising under the Agreement or any of the other Loan
    Documents; PROVIDED, however, that "Obligations" shall not include any
    prepayment fees, early termination charges, make-whole premiums or similar
    amounts (or any interest, fees, charges or other amounts thereon) owing to any
    Prior Lender as a result of payments or prepayments made on or prior to the
    Closing Date. This term includes all principal, interest (including all interest
    that accrues after the commencement of any case or proceeding by or against any
    Credit Party in bankruptcy, whether or not allowed in such case or proceeding),
    Fees, Swap Related Reimbursement Obligations, Charges, expenses, attorneys' fees
    and any other sum chargeable to any Credit Party under the Agreement or any of
    the other Loan Documents.

             OPENSCAN has the meaning ascribed to in the recitals to the Agreement.

             OPERATING CASH FLOW has the meaning ascribed to it in SECTION 6.1(e) of
    SCHEDULE 1 to ANNEX F.

             OTHER LENDER has the meaning ascribed to it in SECTION 8.5(d).

             OTHER TAXES has the meaning ascribed to it in SECTION 1.9(a).

             OVERADVANCE has the meaning ascribed to it in SECTION 1.1(b).

             PACIFIC IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             PATENT LICENSE means rights under any written agreement now owned or
    hereafter acquired by any Credit Party granting any right to such Credit Party
    with respect to any invention on which a Patent owned by a third party is in
    existence.

             PATENT SECURITY AGREEMENTS means the Patent Security Agreements made in
    favor of Agent, on behalf of itself and Lenders, by each applicable Credit
    Party.

                                          A-21

             PATENTS means all of the following in which any Credit Party now holds
    or hereafter acquires any interest: (a) all letters patent of the United States
    or any other country, all registrations and recordings thereof, and all
    applications for letters patent of the United States or of any other country,
    including registrations, recordings and applications in the United States Patent
    and Trademark Office or in any similar office or agency of the United States,
    any State or any other country, and (b) all reissues, continuations,
    continuations-in-part or extensions thereof.

             PBGC means the Pension Benefit Guaranty Corporation.

             PERMITS means any permit, approval, authorization, license,
    registration, accreditation, certification, certificate of authority, variance,
    permission, franchise, qualification, order, filing or consent required from a
    Governmental Authority or other Person under an applicable Requirement of Law.

             PERMITTED ACQUISITION has the meaning ascribed to in SECTION 5.6.

             PERMITTED ENCUMBRANCES means the following encumbrances: (a) Liens for
    taxes, assessments or governmental charges or levies not yet due and payable or
    Liens for taxes, assessments or governmental charges or levies being contested
    in good faith and by appropriate proceedings for which adequate reserves have
    been established in accordance with GAAP, excluding federal income tax Liens and
    Liens in favor of the PBGC under ERISA; (b) Liens in respect of property or
    assets of the Borrower or any of its Subsidiaries imposed by law which were
    incurred in the ordinary course of business and which have not arisen to secure
    Indebtedness for borrowed money, such as carriers', materialmen's,
    warehousemen's and mechanics' Liens, statutory and common law landlord's Liens,
    and other similar Liens arising in the ordinary course of business, and which
    either (1) do not in the aggregate materially detract from the value of such
    property or assets or materially impair the use thereof in the operation of the
    business of the Borrower or any of its Subsidiaries or (2) are being contested
    in good faith by appropriate proceedings, which proceedings have the effect of
    preventing the forfeiture or sale of the property or asset subject to such Lien;
    (c) Liens created by or pursuant to this Agreement, the Collateral Documents or
    the other Loan Documents; (d) Liens in existence on the Closing Date which are
    listed, and the property subject thereto described, on SCHEDULE 5.2, without
    giving effect to any extensions or renewals thereof; (e) Liens arising from
    judgments, decrees, awards or attachments in circumstances not constituting an
    Event of Default, PROVIDED that the amount of cash and property (determined on a
    fair market value basis) deposited or delivered to secure the respective
    judgment or decree or subject to attachment shall not exceed $1,000,000 or the
    Dollar Equivalent thereof in the aggregate at any time; (f) Liens (other than
    any Lien imposed by ERISA) (1) incurred or deposits made in the ordinary course
    of business in connection with general insurance maintained by the Borrower and
    its Subsidiaries, (2) incurred or deposits made in the ordinary course of
    business of the Borrower and its Subsidiaries in connection with workers'
    compensation, unemployment insurance and other types of social security, (3) to
    secure the performance by the Borrower and its Subsidiaries of tenders,
    statutory obligations (other than excise taxes), surety, stay, customs and
    appeal bonds, statutory bonds, bids, leases, government contracts, trade
    contracts, performance and return of money bonds and other similar obligations
    (exclusive of obligations for the payment of borrowed money) to the extent
    incurred in the ordinary course of business, (4) to secure the performance by
    the Borrower and its Subsidiaries of leases of Real Property, to the extent

                                          A-22

     incurred or made in the ordinary course of business consistent with past
    practices, and (5) other deposits not to exceed $1,000,000 in the aggregate; (g)
    licenses, sublicenses, leases or subleases granted to third Persons in the
    ordinary course of business not interfering in any material respect with the
    business of the Borrower or any of its Subsidiaries; (h) easements,
    rights-of-way, restrictions, minor defects or irregularities in title,
    encroachments and other similar charges or encumbrances, in each case not
    securing Indebtedness and not interfering in any material respect with the
    ordinary conduct of the business of the Borrower or any of its Subsidiaries; (i)
    Liens arising from precautionary UCC financing statements regarding operating
    leases; (j) Liens created pursuant to or in connection with leases or Capital
    Leases permitted pursuant to this Agreement, PROVIDED that (1) such Liens only
    serve to secure the payment of rent or Indebtedness arising under such leases or
    Capital Leases and (2) the Liens encumbering the assets leased or purported to
    be leased under such leases or Capital Leases do not encumber any other assets
    of the Borrower or any of its Subsidiaries (other than letters of credit,
    payment undertaking agreements, guaranteed investment contracts, deposits of
    cash or Cash Equivalents and other credit support arrangements, in each case
    having an aggregate value not exceeding the fair market value of the assets
    leased or purported to be leased under such leases or Capital Leases (each of
    such values determined at the time when the lease agreement relating to the
    relevant lease or Capital Lease is signed and delivered)); (k) (1) those liens,
    encumbrances, hypothecs and other matters affecting title to any Real Property
    and found reasonably acceptable by the Agent or insured against by title
    insurance, (2) as to any particular Real Property at any time, such easements,
    encroachments, covenants, rights of way, minor defects, irregularities or
    encumbrances on title which would not reasonably be expected to materially
    impair such Real Property for the purpose for which it is held by the mortgagor
    or grantor thereof, or the lien or hypothec held by the Agent, (3) zoning and
    other municipal ordinances which are not violated in any material respect by the
    existing improvements and the present use made by the mortgagor or grantor
    thereof of the premises, (4) general real estate taxes and assessments not yet
    delinquent, (5) any Lien that would be disclosed on a true, correct and complete
    survey of the Real Property that does not materially affect the use or enjoyment
    of the Real Property as it is currently being used, and (6) such other similar
    items as the Agent may consent to (such consent not to be unreasonably
    withheld); (l) Liens arising pursuant to purchase money mortgages or security
    interests securing Indebtedness representing the purchase price (or financing of
    the purchase price within 90 days after the respective purchase) of assets
    acquired after the Closing Date, PROVIDED that (1) any such Liens attach only to
    the assets so purchased, upgrades thereon and, if the asset so purchased is an
    upgrade, the original asset itself (and such other assets financed by the same
    financing source), (2) the Indebtedness (other than Indebtedness incurred from
    the same financing source to purchase other assets and excluding Indebtedness
    representing obligations to pay installation and delivery charges for the
    property so purchased) secured by any such Lien does not exceed 100% of the
    lesser of the fair market value or the purchase price of the property being
    purchased at the time of the incurrence of such Indebtedness and (3) the
    Indebtedness secured thereby is permitted to be incurred pursuant to this
    Agreement; (m) Liens arising out of consignment or similar arrangements for the
    sale of goods entered into by the Borrower or any of its Subsidiaries in the
    ordinary course of business; (n) rights of setoff upon deposits of cash in favor
    of banks or other depository institutions as permitted by any Control Agreement
    or, with respect to deposits of cash not subject to a Control Agreement,
    customary rights of setoff in favor of such banks or depository institutions;
    (o) Liens securing Second Lien Loan Obligations; and (p) Liens securing

                                          A-23

     Indebtedness or leases that refinance, refund, extend, renew and/or replace
    Indebtedness or leases secured by Liens described in clauses (a) through (n)
    above. Anything in the foregoing to the contrary notwithstanding, in no event
    shall "Permitted Encumbrances" include any Lien to secure any prepayment fees,
    early termination charges, make-whole premiums or similar amounts (or any
    interest, fees, charges or other amounts thereon) owing to any Prior Lender as a
    result of payment or prepayments made on or prior to the Closing Date.

             PERSON means any individual, sole proprietorship, partnership, joint
    venture, trust, unincorporated organization, association, corporation, limited
    liability company, institution, public benefit corporation, other entity or
    government (whether federal, state, county, city, municipal, local, foreign, or
    otherwise, including any instrumentality, division, agency, body or department
    thereof).

             PLAN means, at any time, an "employee benefit plan," as defined in
    Section 3(3) of ERISA, that any Credit Party or ERISA Affiliate maintains,
    contributes to or has an obligation to contribute to on behalf of its employees.

             PLEDGE AGREEMENT means the Pledge Agreement executed as of the Closing
    Date among Holdings, the Borrower, Radiologix and Questar Imaging and any other
    pledge agreement entered into after the Closing Date by any Credit Party.

             POST-CLOSING AGREEMENT means that certain Post-Closing Matters
    Agreement, dated as of the Closing Date, between Borrower and Agent with respect
    to certain agreements, documents and instruments to be delivered after the
    Closing Date.

             PRIMEDEX SUBORDINATED NOTES means those certain 11.5% Series A
    Convertible Subordinated Debentures Due June 30, 2008 issued by Holdings in an
    aggregate original principal amount of $16,147,000.

             PRIOR LENDER OBLIGATIONS means certain Indebtedness and other
    obligations owing to each of the Prior Lenders.

             PRIOR LENDERS means the holders of the Primedex Subordinated Notes,
    Radiologix Senior Notes and Radiologix Subordinated Note, and the lenders under
    that certain (a) Credit Agreement dated as of March 9, 2006, by and among GE
    Capital, as agent, Borrower and the other Persons party thereto and (b) Second
    Lien Credit Agreement dated as of March 9, 2006, by and among GE Capital, as
    agent, Borrower and the other Persons party thereto.

             PRO FORMA means the unaudited consolidated and consolidating balance
    sheets of Holdings and its Subsidiaries prepared in accordance with GAAP as of
    the Closing Date after giving effect to the Related Transactions. The Pro Forma
    is annexed hereto as ANNEX D.

             PRO FORMA COST SAVINGS means savings assumed to be realized as a result
    of the transactions contemplated by the Merger Agreement as discussed by
    Capstone Advisory Group LLC in a report entitled "Project Slice Integration and
    Savings Plan" to the extent agreed to by Borrower and Agent as set forth on
    SCHEDULE II to EXHIBIT 6.2(d).

             PRO RATA SHARE means with respect to all matters relating to any Lender
    (a) with respect to the Revolving Loan, the percentage obtained by dividing (i)
    the Revolving Loan Commitment of that Lender by (ii) the aggregate Revolving

                                          A-24

     Loan Commitments of all Lenders, (b) with respect to the Term Loan B, the
    percentage obtained by dividing (i) the Term Loan B Commitment of that Lender by
    (ii) the aggregate Term Loan B Commitments of all Lenders, (c) with respect to
    all Loans, the percentage obtained by dividing (i) the aggregate Commitments of
    that Lender by (ii) the aggregate Commitments of all Lenders, and (d) with
    respect to all Loans on and after the Commitment Termination Date, the
    percentage obtained by dividing (i) the aggregate outstanding principal balance
    of the Loans held by that Lender, by (ii) the outstanding principal balance of
    the Loans held by all Lenders, as any such percentages may be adjusted by
    assignments pursuant to SECTION 8.1.

             PRONET has the meaning ascribed to in the recitals to the Agreement.

             PROCEEDING means a proceeding under the United States Bankruptcy Code,
    insolvency laws or any similar law in any jurisdiction, in which any Credit
    Party or any Subsidiary thereof is a debtor.

             PROJECTIONS means Holdings, and its Subsidiaries' forecasted
    consolidated and consolidating: (a) balance sheets; (b) profit and loss
    statements; (c) cash flow statements; and (d) capitalization statements, all
    prepared on a Subsidiary by Subsidiary or division-by-division basis, if
    applicable, and otherwise consistent with the historical Financial Statements of
    Holdings, together with appropriate supporting details and a statement of
    underlying assumptions.

             PROPOSED CHANGE has the meaning ascribed to it in SECTION 9.19(c).

             QUALIFIED PLAN means a Plan that is intended to be tax-qualified under
    Section 401(a) of the IRC.

             QUESTAR ALAMITOS has the meaning ascribed to in the recitals to the
    Agreement.

             QUESTAR DULUTH has the meaning ascribed to in the recitals to the
    Agreement.

             QUESTAR IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             QUESTAR VICTORVILLE has the meaning ascribed to in the recitals to the
    Agreement.

             RADIOLOGIX has the meaning ascribed to it in the recitals to the
    Agreement.

             RADIOLOGIX SENIOR NOTES means those certain 10.5% Senior Notes due
    December 15, 2008 issued under that certain Indenture dated as of December 12,
    2001 by and between Radiologix and U.S. Bank, N.A..

             RADIOLOGIX SUBORDINATED NOTE means that certain Convertible Junior
    Subordinated Promissory Note due July 31, 2009 issued by American Physician
    Partners, Inc. (predecessor to Radiologix) in the initial principal amount of
    $20,000,000.

             RADNET IMAGING has the meaning ascribed thereto in the recitals to the
    Agreement.

                                          A-25

             RADNET MANAGEMENT I has the meaning ascribed thereto in the recitals to
    the Agreement.

             RADNET MANAGEMENT II has the meaning ascribed thereto in the recitals
    to the Agreement.

             RADNET SUB has the meaning ascribed thereto in the recitals to the
    Agreement.

             REAL ESTATE has the meaning ascribed to it in SECTION 3.14.

             REFINANCING means the repayment in full by Borrower of the Prior Lender
    Obligations on the Closing Date (or deposit of funds with the applicable Person
    in order to redeem in full the Primedex Subordinated Notes and Radiologix Senior
    Notes on or prior to thirty (30) days after the Closing Date).

             REFUNDED SWING LINE LOAN has the meaning ascribed to it in SECTION
    1.1(c)(iii).

             RELATED TRANSACTIONS means the Acquisition, the initial borrowing under
    the Revolving Loan, the Term Loan B, and the Second Lien Loan on the Closing
    Date, the Refinancing, the payment of all Fees, costs and expenses associated
    with all of the foregoing and the execution and delivery of all of the Related
    Transactions Documents.

             RELATED TRANSACTIONS DOCUMENTS means the Merger Agreement, the Loan
    Documents, the Second Lien Loan Documents and all other agreements or
    instruments executed in connection with the Related Transactions.

             RELEASE means any release, threatened release, spill, emission,
    leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
    disposal, discharge, dispersal, dumping, leaching or migration of Hazardous
    Material in the indoor or outdoor environment, including the movement of
    Hazardous Material through or in the air, soil, surface water, ground water or
    property.

             REPLACEMENT LENDER has the meaning ascribed to it in SECTION 9.19(a).

             REQUIREMENTS OF LAW means, as to any Person, the Governing Documents of
    such Person, and any law, ordinance, policy, manual provision, guidance,
    principle of common law, statute, rule or regulation, or determination of an
    arbitrator or a court or other Governmental Authority, in each case applicable
    to or binding upon such Person or any of its assets or to which such Person or
    any of its assets is subject including, without limitation, the Securities Act,
    the Securities Exchange Act, Regulations T, U and X of the Federal Reserve
    Board, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining
    Notification Act, Americans with Disabilities Act of 1990, the Social Security
    Act, any Health Care Law, Environmental Law, and any certificate of occupancy,
    zoning ordinance, building, environmental or land use requirement or Permit or
    environmental, labor, employment, occupational safety or health law, rule or
    regulation, including Environmental, Health or Safety laws (including, without
    limitation, those applicable to the disposal of medical waste).

             REQUISITE LENDERS means Lenders having (a) more than 50% of the
    Commitments of all Lenders, or (b) if the Commitments have been terminated, more
    than 50% of the aggregate outstanding amount of the Loans.

                                          A-26

             REQUISITE REVOLVING LENDERS means Lenders having (a) more than 50% of
    the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan
    Commitments have been terminated, more than 50% of the aggregate outstanding
    amount of the Revolving Loan (with the Swing Line Loan being attributed to the
    Lender making such Loan).

             RESTRICTED PAYMENT means, with respect to any Credit Party (a) the
    declaration or payment of any dividend or the incurrence of any liability to
    make any other payment or distribution of cash or other property or assets in
    respect of Stock; (b) any payment on account of the purchase, redemption,
    defeasance, sinking fund or other retirement of such Credit Party's Stock or any
    other payment or distribution made in respect thereof, either directly or
    indirectly; (c) any payment or prepayment of principal of, premium, if any, or
    interest, fees or other charges on or with respect to, and any redemption,
    purchase, retirement, defeasance, sinking fund or similar payment and any claim
    for rescission with respect to, any Subordinated Debt (and payment of prepayment
    fees, early termination charges, make-whole premiums or similar amounts
    (including any interest, fees, charges or other amounts thereon) to any Prior
    Lender owing as a result of the payment or prepayment of obligations on or prior
    to the Closing Date); (d) any payment made to redeem, purchase, repurchase or
    retire, or to obtain the surrender of, any outstanding warrants, options or
    other rights to acquire Stock of such Credit Party now or hereafter outstanding;
    (e) any payment of a claim for the rescission of the purchase or sale of, or for
    material damages arising from the purchase or sale of, any shares of such Credit
    Party's Stock or of a claim for reimbursement, indemnification or contribution
    arising out of or related to any such claim for damages or rescission; (f) any
    payment, loan, contribution, or other transfer of funds or other property to any
    Stockholder of such Credit Party other than payment of compensation in the
    ordinary course of business to Stockholders who are employees of such Credit
    Party; and (g) any payment of management fees (or other fees of a similar
    nature), out-of-pocket expenses in connection therewith and indemnities payable
    in connection with any management services, consulting or like agreement by such
    Credit Party to any Stockholder of such Credit Party or its Affiliates.

             REVOLVING CREDIT ADVANCE has the meaning ascribed to it in SECTION
    1.1(b).

             REVOLVING CREDIT FACILITY means the Revolving Loan Commitments and the
    provisions herein related to the Revolving Loans, Swing Line Loans and Letters
    of Credit.

             REVOLVING LENDERS means those Lenders having a Revolving Loan
    Commitment.

             REVOLVING LOAN(S) means, at any time, the sum of (i) the aggregate
    amount of Revolving Credit Advances outstanding to Borrower (including Swing
    Line Advances) PLUS (ii) the aggregate Letter of Credit Obligations incurred on
    behalf of Borrower. Unless the context otherwise requires, references to the
    outstanding principal balance of the Revolving Loan shall include the
    outstanding balance of Letter of Credit Obligations.

             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 or in the most recent

                                          A-27

     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 FORTY-FIVE
    MILLION DOLLARS ($45,000,000) on the Closing Date, as such amount may be
    adjusted, if at all, from time to time in accordance with the Agreement.

             REVOLVING NOTES has the meaning ascribed to it in SECTION 1.1(b).

             ROCKLAND IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             S&P means Standard & Poor's Ratings Services, a division of the
    McGraw-Hill Companies, Inc.

             SCHEDULED INSTALLMENTS has the meaning ascribed to it in SECTION
    1.1(a).

             SECOND LIEN AGENT means the "Agent" under (and as defined in) the
    Second Lien Credit Agreement.

             SECOND LIEN CREDIT AGREEMENT means that certain Second Lien Credit
    Agreement, dated as of the date hereof, by and among the Borrower, the Credit
    Parties (as defined therein), the Agent (as defined therein) and the Lenders (as
    defined therein), as amended, restated, supplemented, refinanced, refunded,
    extended, renewed, replaced or otherwise modified from time to time, in
    accordance with the Intercreditor Agreement.

             SECOND LIEN LENDERS means the "Lenders" under (and as defined in) the
    Second Lien Credit Agreement.

             SECOND LIEN LOAN DOCUMENTS means the Second Lien Credit Agreement and
    all other agreements, instruments, documents and certificates executed and
    delivered in connection therewith, including all other pledges, powers of
    attorney, consents, assignments, contracts, notices, and all other written
    matter whether heretofore, now or hereafter executed by or on behalf of any
    Credit Party, or any employee of any Credit Party, in connection with the Second
    Lien Credit Agreement or the transactions contemplated thereby. Any reference in
    any of the aforementioned documents shall include all appendices, exhibits or
    schedules thereto, and all amendments, restatements, supplements or other
    modifications thereto, and shall refer to such documents as the same may be in
    effect at any and all times such reference becomes operative.

             SECOND LIEN LOAN means the "Term Loan C" as defined in the Second Lien
    Credit Agreement.

             SECOND LIEN LOAN OBLIGATIONS means the "Obligations" as defined in the
    Second Lien Credit Agreement.

             SECURED PARTIES means the Lenders, the Agent, each other Indemnitee and
    any other holder of any Obligations of any Credit Party.

             SECURITIZATION means a public or private offering by a Lender or any of
    its direct or indirect Affiliates or their respective successors and assigns, of
    securities which represent an interest in, or which are collateralized, in whole
    or in part, by the Loans and the Loan Documents.

                                          A-28

             SECURITY means all Stock, Stock equivalents, voting trust certificates,
    bonds, debentures, instruments and other evidence of Indebtedness, whether or
    not secured, convertible or subordinated, all certificates of interest, share or
    participation in, all certificates for the acquisition of, and all warrants,
    options and other rights to acquire, any Security.

             SECURITY AGREEMENT means the Security Agreement of even date herewith
    entered into by and among Agent, on behalf of itself and Lenders, and each
    Credit Party that is a signatory thereto.

             SENIOR DEBT has the meaning ascribed to it in SECTION 6.1(f) of
    SCHEDULE 1 to ANNEX F.

             SENIOR LEVERAGE RATIO has the meaning ascribed to it in SECTION 6.1(f)
    of SCHEDULE 1 to ANNEX F.

             SETTLEMENT DATE has the meaning ascribed to it in SECTION 8.5(a)(ii).

             SOCAL has the meaning ascribed thereto in the recitals to the
    Agreement.

             SOFTWARE means all "software" as such term is defined in the Code, now
    owned or hereafter acquired by any Credit Party, other than software embedded in
    any category of Goods, including all computer programs and all supporting
    information provided in connection with a transaction related to any computer
    program.

             SOLVENT means, with respect to any Person on a particular date, that on
    such date (a) the fair value of the property of such Person is greater than the
    total amount of liabilities, including subordinated and contingent liabilities,
    of such Person; (b) the present fair saleable value of the assets of such Person
    is not less than the amount that will be required to pay the probable liability
    of such Person on its debts and liabilities, including subordinated and
    contingent liabilities as they become absolute and matured; (c) such Person does
    not intend to, and does not believe that it will, incur debts or liabilities
    beyond such Person's ability to pay as such debts and liabilities mature; and
    (d) such Person is not engaged in a business or transaction, and is not about to
    engage in a business or transaction, for which such Person's property would
    constitute an unreasonably small capital. The amount of contingent liabilities
    (such as Litigation, guaranties and pension plan liabilities) at any time shall
    be computed as the amount that, in light of all the facts and circumstances
    existing at the time, represents the amount that would be reasonably be expected
    to become an actual or matured liability.

             STATEMENT has the meaning ascribed to it in SECTION 6.2(b).

             STOCK means all shares, options, warrants, general or limited
    partnership interests, membership interests or other equivalents (regardless of
    how designated) of or in a corporation, partnership, limited liability company
    or equivalent entity whether voting or nonvoting, including common stock,
    preferred stock or any other "equity security" (as such term is defined in Rule
    3a11-1 of the General Rules and Regulations promulgated by the Securities and
    Exchange Commission under the Securities Exchange Act of 1934).

                                          A-29

             STOCKHOLDER means, with respect to any Person, each holder of Stock of
    such Person.

             SUBORDINATED DEBT means Indebtedness of any Credit Party subordinated
    to the Obligations as to right and time of payment and as to any other rights
    and remedies thereunder and having such other terms as are reasonably
    satisfactory to Agent and Requisite Lenders.

             SUBSIDIARY means, with respect to any Person, (a) any corporation of
    which an aggregate of more than 50% of the outstanding Stock having ordinary
    voting power to elect a majority of the board of directors of such corporation
    (irrespective of whether, at the time, Stock of any other class or classes of
    such corporation shall have or might have voting power by reason of the
    happening of any contingency) is at the time, directly or indirectly, owned
    legally or beneficially by such Person or one or more Subsidiaries of such
    Person, or with respect to which any such Person has the right to vote or
    designate the vote of 50% or more of such Stock whether by proxy, agreement,
    operation of law or otherwise, and (b) any partnership or limited liability
    company in which such Person and/or one or more Subsidiaries of such Person
    shall have an interest (whether in the form of voting or participation in
    profits or capital contribution) of more than 50% or of which any such Person is
    a general partner or managing member (or the equivalent thereof) or may exercise
    the powers of a general partner or managing member. Unless the context otherwise
    requires, each reference to a Subsidiary shall be a reference to a Subsidiary of
    Holdings and shall include, in any event, Beverly and shall exclude the Inactive
    Subsidiaries.

             SUPERMAJORITY REVOLVING LENDERS means Lenders having (a) 80% or more of
    the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan
    Commitments have been terminated, 80% or more of the aggregate outstanding
    amount of the Revolving Loan (with the Swing Line Loan being attributed to the
    Lender making such Loan).

             SWAP RELATED L/C means a letter of credit or other credit enhancement
    provided by GE Capital to the extent supporting the payment obligations by
    Borrower under an interest rate protection or hedging agreement or transaction
    (including, but not limited to, interest rate swaps, caps, collars, floors and
    similar transactions) designed to protect or manage exposure to the fluctuations
    in the interest rates applicable to any of the Loans, and which agreement or
    transaction Borrower entered into as the result of a specific referral pursuant
    to which GE Capital, GE Corporate Financial Services, Inc. or any other
    Affiliate of GE Capital had arranged for Borrower to enter into such agreement
    or transaction. The term includes a Swap Related L/C as it may be increased from
    time to time fully to support Borrower's payment obligations under any and all
    such interest rate protection or hedging agreements or transactions.

             SWAP RELATED REIMBURSEMENT OBLIGATION has the meaning ascribed to it in
    SECTION 1.1(e).

             SWING LINE ADVANCE has the meaning ascribed to it in SECTION 1.1(c).

             SWING LINE AVAILABILITY has the meaning ascribed to it in SECTION
    1.1(c).

             SWING LINE COMMITMENT means the commitment of the Swing Line Lender to
    make Swing Line Advances as set forth on ANNEX B to the Agreement, which
    commitment constitutes a subfacility of the Revolving Loan Commitment of the
    Swing Line Lender.

                                          A-30

             SWING LINE LENDER means GE Capital.

             SWING LINE LOAN means at any time, the aggregate amount of Swing Line
    Advances outstanding to Borrower.

             SWING LINE NOTE has the meaning ascribed to it in SECTION 1.1(c).

             TARGET has the meaning ascribed to in SECTION 5.6.

             TAX RETURNS means all reports, returns, information returns, claims for
    refund, elections, estimated Tax filings or payments, requests for extension,
    documents, statements, declarations and certifications and other information
    required to be filed with respect to Taxes, including attachments thereto and
    amendments thereof.

             TAXES has the meaning ascribed to it in SECTION 1.9(a).

             TERMINATION DATE means the date on which (a) the Loans have been
    indefeasibly repaid in full, (b) all other Obligations under the Agreement and
    the other Loan Documents have been completely discharged (other than contingent
    indemnification obligations as to which no unsatisfied claim has been asserted),
    (c) all Letter of Credit Obligations have been cash collateralized in the amount
    set forth in SECTION 1.5(f), cancelled or, with the consent of Agent in each
    instance, backed by standby letters of credit acceptable to Agent, (d) all
    Commitments have been terminated and (e) Agent and Lenders have been released by
    Credit Parties of all claims against Agent and Lenders.

             TERM LENDERS means those Lenders having Term Loan B Commitments.

             TERM LOAN B has the meaning ascribed to it in SECTION 1.1(a).

             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) 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 (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).

             TERM LOAN FACILITY means the Term Loan B Commitments and the provisions
    herein related to the Term Loan B.

             TERM NOTE B has the meaning ascribed to it in SECTION 1.1(a).

             TITLE IV PLAN means a Plan (other than a Multiemployer Plan), that is
    covered by Title IV of ERISA or Section 412 of the IRC, and that any Credit
    Party or ERISA Affiliate maintains, contributes to or has an obligation to
    contribute to on behalf of participants who are or were employed by any of them.

                                          A-31

             TRADEMARK SECURITY AGREEMENTS means the Trademark Security Agreements
    made in favor of Agent, on behalf of itself and Lenders, by each applicable
    Credit Party.

             TRADEMARK LICENSE means rights under any written agreement now owned or
    hereafter acquired by any Credit Party granting any right to such Credit Party
    to use any Trademark owned by a third party.

             TRADEMARKS means all of the following now owned or hereafter adopted or
    acquired by any Credit Party: (a) all trademarks, trade names, corporate names,
    business names, trade styles, service marks, logos, internet domain names, other
    source or business identifiers, prints and labels on which any of the foregoing
    have appeared or appear, designs and general intangibles of like nature (whether
    registered or unregistered), all registrations and recordings thereof, and all
    applications in connection therewith, including registrations, recordings and
    applications in the United States Patent and Trademark Office or in any similar
    office or agency of the United States, any state or territory thereof, or any
    other country or any political subdivision thereof; (b) all reissues, extensions
    or renewals thereof; and (c) all goodwill associated with or symbolized by any
    of the foregoing.

             UNFUNDED PENSION LIABILITY means, at any time, the aggregate amount, if
    any, of the amount by which the present value of all accrued benefits under each
    Title IV Plan exceeds the fair market value of all assets of such Title IV Plan
    allocable to such benefits in accordance with Title IV of ERISA, all determined
    as of the most recent valuation date for each such Title IV Plan using the
    actuarial assumptions for purposes of determining the funded status of such
    Title IV Plan under Section 412 of the IRC.

             VALLEY IMAGING has the meaning ascribed to in the recitals to the
    Agreement.

             WELFARE PLAN means a Plan described in Section 3(l) of ERISA.

             Rules of construction with respect to accounting terms used in the
    Agreement or the other Loan Documents shall be as set forth or referred to in
    this ANNEX A. All other undefined terms contained in any of the Loan Documents
    shall, unless the context indicates otherwise, have the meanings provided for by
    the Code to the extent the same are used or defined therein; in the event that
    any term is defined differently in different Articles or Divisions of the Code,
    the definition contained in Article or Division 9 shall control. Unless
    otherwise specified, references in the Agreement or any of the Appendices to a
    Section, subsection or clause refer to such Section, subsection or clause as
    contained in the Agreement. The words "herein," "hereof" and "hereunder" and
    other words of similar import refer to the Agreement as a whole, including all
    Annexes, Exhibits and Schedules, as the same may from time to time be amended,
    restated, modified or supplemented, and not to any particular section,
    subsection or clause contained in the Agreement or any such Annex, Exhibit or
    Schedule.

             Wherever from the context it appears appropriate, each term stated in
    either the singular or plural shall include the singular and the plural, and
    pronouns stated in the masculine, feminine or neuter gender shall include the
    masculine, feminine and neuter genders. The words "including", "includes" and
    "include" shall be deemed to be followed by the words "without limitation"; the

                                          A-32

     word "or" is not exclusive; references to Persons include their respective
    successors and assigns (to the extent and only to the extent permitted by the
    Loan Documents) or, in the case of governmental Persons, Persons succeeding to
    the relevant functions of such Persons; and all references to statutes and
    related regulations shall include any amendments of the same and any successor
    statutes and regulations. Whenever any provision in any Loan Document refers to
    the knowledge (or an analogous phrase) of any Credit Party, such words are
    intended to signify that such Credit Party has actual knowledge or awareness of
    a particular fact or circumstance or that such Credit Party, if it had exercised
    reasonable diligence, would have known or been aware of such fact or
    circumstance. Definitions of agreements and instruments in ANNEX A shall mean
    and refer to such agreements and instruments as amended, modified, supplemented,
    restated, substituted or replaced from time to time in accordance with their
    respective terms and the terms of this Agreement and the other Loan Documents.

                                          A-33

                    ANNEX B (from Annex A - Commitments definition)
                                           to
                                    CREDIT AGREEMENT

                         PRO RATA SHARES AND COMMITMENT AMOUNTS

    Lender:  General Electric Capital Corporation
    ---------------------------------------------

    Term Loan B Commitment:  $193,000,000

    Revolving Loan Commitment:  $25,000,000
    (including a Swing Line Commitment of $10,000,000)

    Lender: Wachovia Bank, National Association
    -------------------------------------------

    Term Loan B Commitment:  $13,000,000

    Lender: CIT Healthcare LLC
    --------------------------

    Term Loan B Commitment:  $5,000,000

    Revolving Loan Commitment:  $15,00,000

    Lender: Cratos CLO I Ltd.
    -------------------------

    Term Loan B Commitment:  $14,000,000

    Revolving Loan Commitment:  $5,000,000

                                       Annex B-1

                                        ANNEX C
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                                   CLOSING CHECKLIST

                                       Annex C-1

                                   CLOSING CHECKLIST

                                          for

                                    CREDIT AGREEMENT

                                      by and among

                                RADNET MANAGEMENT, INC.
                                      as Borrower,

                                          and

                        THE OTHER PERSONS PARTY HERETO THAT ARE
                              DESIGNATED AS CREDIT PARTIES

                                          and

                          GENERAL ELECTRIC CAPITAL CORPORATION
                           as Agent, L/C Issuer and a Lender

                                          and

                     THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
                                       as Lenders

                                          and

                                GE CAPITAL MARKETS, INC.
                                    as Lead Arranger

                                   November 15, 2006

                                       Annex C-2

         Set forth below is a Closing Checklist which lists documents and
    information to be delivered in connection with the Credit Agreement ("Credit
    Agreement") listed herein as Document No. 1, the other Loan Documents and the
    transactions contemplated thereunder. Each capitalized term used but not defined
    herein shall have the meaning ascribed to such term in the Credit Agreement and
    all section references herein are to Sections of the Credit Agreement, unless
    otherwise indicated. All documents are dated as of November 15, 2006 unless
    otherwise indicated.

                                       I.    PARTIES
                                             -------

    A.    BORROWER - Radnet Management, Inc., a California corporation

    B.    HOLDINGS - Primedex Health Systems, Inc., a New York corporation

    C.    GUARANTORS - Holdings and the parties listed on Exhibit A (collectively
          with Borrower, the "Credit Parties")

    D.    AGENT - General Electric Capital Corporation, a Delaware corporation, as
          agent

    E.    FIRST LIEN LENDERS - GE Capital, CIT, Cratos, and Wachovia

    F.    SECOND LIEN AGENT - General Electric Capital Corporation, a Delaware
          corporation, as agent

    G.    GE CAPITAL - General Electric Capital Corporation, a Delaware corporation,
          in its individual capacity

                                 II.    COUNSEL TO PARTIES
                                        ------------------

    A.    L&W - Latham & Watkins LLP (Chicago and New York), counsel to Agent

    B.    SMR&H - Sheppard, Mullin, Richter & Hampton, LLP, counsel to Credit
          Parties

                                       Annex C-3

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY

    --------------------------------------------------------------------------------
    LOAN DOCUMENTS                                ---                    ---
    --------------------------------------------------------------------------------
                                                  L&W              Credit Parties/
    1.  Credit Agreement                        #864989            Agent/Lenders
    --------------------------------------------------------------------------------
    ANNEXES TO CREDIT AGREEMENT                   ---                    ---
    --------------------------------------------------------------------------------
                                                  L&W
       (i)   Annex A - Definitions              #864989                  ---
    --------------------------------------------------------------------------------
       (ii)  Annex B - Pro Rata Shares and        L&W                    ---
             Commitment Amounts                 #864989
    --------------------------------------------------------------------------------
       (iii) Annex C - Closing Checklist          L&W                    ---
    --------------------------------------------------------------------------------
       (iv)  Annex D - Pro Forma             Credit Parties              ---
    --------------------------------------------------------------------------------
                                                  L&W
       (v)   Annex E - Lender's Bank Accounts   #864989                  ---
    --------------------------------------------------------------------------------
       (vi)  Annex F - Compliance and             L&W                    ---
             Excess Cash Flow Certificate       #864989
    --------------------------------------------------------------------------------
    EXHIBITS TO CREDIT AGREEMENT                  ---                    ---
    --------------------------------------------------------------------------------
                                                  L&W
       (i)   Exhibit 1.1(a) - Term Note B      #864989
    --------------------------------------------------------------------------------
       (ii)  Exhibit 1.1(b)(i) - Revolving        L&W                    ---
             Note                               #864989
    --------------------------------------------------------------------------------
       (iii) Exhibit 1.1(b)(ii) - Notice          L&W                    ---
             of Revolving Credit Advance        #864989
    --------------------------------------------------------------------------------
                                                  L&W                    ---
       (iv)  Exhibit 1.1(c) - Swing Line Note   #864989
    --------------------------------------------------------------------------------
       (v)   Exhibit 1.1(d)- Request for          L&W                    ---
             Letter of Credit Issuance          #864989
    --------------------------------------------------------------------------------
       (vi)  Exhibit 1.2(e) - Notice of           L&W                    ---
             Continuation/ Conversion           #864989
    --------------------------------------------------------------------------------
       (vii)  Exhibit 6.2(d) - Borrowing       L&W/Agent                 ---
              Base Certificate
    --------------------------------------------------------------------------------

                                       Annex C-4

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

       (viii) Exhibit 8.1 - Assignment            L&W                    ---
               Agreement                        #864989
    --------------------------------------------------------------------------------
    DISCLOSURE SCHEDULES TO CREDIT AGREEMENT      ---                    ---
    --------------------------------------------------------------------------------
       (i)   Schedule 3.1(a) - Jurisdictions    Credit Parties      Credit Parties
             of Organization and Qualification
    --------------------------------------------------------------------------------
       (ii)  Schedule 3.1(b) - Capitalization   Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (iii) Schedule 3.7 - Use of Proceeds     Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (iv)  Schedule 3.10 - Intellectual       Credit Parties      Credit Parties
             Property
    --------------------------------------------------------------------------------
       (v)   Schedule 3.11 - Investigations     Credit Parties      Credit Parties
             and Audits
    --------------------------------------------------------------------------------
       (vi)  Schedule 3.12 - Employee Matters   Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (vii) Schedule 3.13 - Litigation         Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (viii) Schedule 3.14 - Real Estate       Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (ix)  Schedule 3.15- Environmental       Credit Parties      Credit Parties
             Matters
    --------------------------------------------------------------------------------
       (x)   Schedule 3.16 - ERISA              Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (xi)  Schedule 3.17 - Deposit and        Credit Parties      Creidt Parties
             Disbursement Accounts
    --------------------------------------------------------------------------------
       (xii) Schedule 3.18 - Agreements and     Credit Parties      Credit Parties
             Other Documents
    --------------------------------------------------------------------------------
       (xiii) Schedule 3.19 - Insurance         Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (xiv) Schedule 3.22 - Health Care        Credit Parties      Credit Parties
             Matters
    --------------------------------------------------------------------------------
       (xv)  Schedule 5.1 - Indebtedness        Credit Parties      Credit Parties
    --------------------------------------------------------------------------------
       (xvi) Schedule 5.2 - Liens               Credit Parties      Credit Parties
    --------------------------------------------------------------------------------

                                       Annex C-5

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

       (xvii)  Schedule 5.3- Investments
    --------------------------------------------------------------------------------
       (xviii) Schedule 5.4 - Contingent        Credit Parties      Credit Parties
               Obligations
    --------------------------------------------------------------------------------
       (xix)  Schedule 5.6- Exception to
              Restrictions on Fundamental Changes
    --------------------------------------------------------------------------------
       (xx)  Schedule 5.8 - Affiliate           Credit Parties      Credit Parties
             Transactions
    --------------------------------------------------------------------------------
       (xxi) Schedule 5.9 - Business            Credit Parties      Credit Parties
             Description
    --------------------------------------------------------------------------------
       (xxii) Schedule A- Inactive Subsidiaries
    --------------------------------------------------------------------------------

    2.  Intercreditor Agreement                 L&W      Credit Parties/ First Lien
                                              #867999    Agent/Second Lien Agent
    --------------------------------------------------------------------------------
    NOTES AND NOTICE OF BORROWING               ---                    ---
    --------------------------------------------------------------------------------
    3.  Term Notes B by Borrower to             L&W                   Borrower
       (i)    GE Capital
       (ii)   CIT
       (iii)  Cratos
       (iv)   Wachovia
    --------------------------------------------------------------------------------
    4.  Revolving Note by Borrower to           L&W                   Borrower
       (i)    GE Capital
       (ii)   CIT
       (iii)  Cratos
    --------------------------------------------------------------------------------
    5.  Swing Line Note by Borrower to GE       L&W                   Borrower
        Capital, as Swing Line Lender
    --------------------------------------------------------------------------------
    6.  Notice of Revolving Credit Advance    Credit Parties          Borrower
    --------------------------------------------------------------------------------

                                       Annex C-6

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    CREDIT SUPPORT DOCUMENTS                      ---                    ---
    --------------------------------------------------------------------------------
    7.  Guaranty by Guarantors in favor           L&W                Guarantors/
        Agent                                   #867995                 Agent
    --------------------------------------------------------------------------------
    8.  Security Agreement by Credit              L&W                 Borrower/
        Parties in favor of Agent               #867972          Guarantors/Agent
    --------------------------------------------------------------------------------
      (i)  Schedule I - Commercial Tort       Borrower/               Borrower/
           Claims                             Guarantors             Guarantors
    --------------------------------------------------------------------------------
      (ii) Schedule II - Filing Jurisdiction  Borrower/               Borrower/
                                              Guarantors             Guarantors
    --------------------------------------------------------------------------------
      (iii) Schedule III - Instruments,       Borrower/               Borrower/
            Chattel Paper and Letter of       Guarantors             Guarantors
            Credit Rights (listing
            information for Borrower and
            each Guarantor separately)
    --------------------------------------------------------------------------------
      (iv)  Schedules IV-A and G - Offices,   Borrower/               Borrower/
            Locations of Collateral and       Guarantors             Guarantors
            Records concerning Collateral
            for Borrower and each Guarantor
            separately
    --------------------------------------------------------------------------------
      (v)   Schedule V- Patents, Trademarks
            and Copyrights
    --------------------------------------------------------------------------------
      (vi)  Schedule VI- Motor Vehicles
    --------------------------------------------------------------------------------
      (vii) Exhibit A - Power of Attorney         L&W                    ---
    --------------------------------------------------------------------------------
    9.  Powers of Attorney from each of the       ---                    ---
        following (each notarized):
                                                  L&W
        (i)    Borrower                         #867862               Borrower
                                                  L&W
        (ii)   Holdings                         #867862               Holdings
        (iii)  Each Guarantor listed on           L&W
               Exhibit A                        #867862               Guarantors
    --------------------------------------------------------------------------------

                                       Annex C-7

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    10.  Pledge Agreement by Holdings,           L&W                 Holdings/Agent
         Borrower, and other Guarantors in      #867935
         favor of Agent
    -----------------------------------------------------------------------------
       (i)   Schedule I - Pledged Stock and  Credit Parties         Credit Parties
             Notes
    -----------------------------------------------------------------------------
       (ii)  Schedule II - Pledge Amendment  Credit Parties         Credit Parties
    -----------------------------------------------------------------------------
       (iii) Stock certificates in the       Credit Parties         Credit Parties
             following entities representing
             the following percentage of
             equity ownership:
             -Borrower (100%)
             - RadNet Sub (100%)
             - SoCal (100%)
             - Diagnostic Imaging (100%)
             - RadNet Mgmt I (100%)
             - RadNet Mgmt II (100%)
             - Radnet Imaging (100%)
             - Radiologix (100%)
             - Advanced Imaging (100%)
             - Ide (100%)
             - Mid Rockland (100%)
             - Pacific (100%)
             - Questar Imaging (100%)
             - Treasure Coast (100%)
             - Community (100%)
             - RNM (100%)
             - Valley (100%)
             - Questar Duluth (100%)
             - Questar Alamitos (100%)
             - Questar Victorville (100%)
    -----------------------------------------------------------------------------
       (iv)  Stock powers to each of the     Credit Parties         Credit Parties
             above stock certificates
             executed in blank
    ----------------------------------------------------------------------------
    11.  Trademark Security Agreement by         L&W                Borrower/Agent
         Borrower in favor of Agent           #867888
    ----------------------------------------------------------------------------
       (i)  Schedule I                       Credit Parties         Credit Parties
    ----------------------------------------------------------------------------

                                       Annex C-8

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    12.  Trademark Security Agreement by           L&W             Borrower/Agent
         Radiologix in favor of Agent             #892496
    --------------------------------------------------------------------------------
        (i)  Schedule 1                       Credit Parties       Credit Parties
    --------------------------------------------------------------------------------
    13.  Trademark Security Agreement by           L&W             Holdings/Agent
         Holdings in favor of Agent               #892506
    --------------------------------------------------------------------------------
        (i)  Schedule 1                       Credit Parties        Credit Parties
    --------------------------------------------------------------------------------
    14.  Master Intercompany Subordinated          L&W              Credit Parties
         Note                                    #867952
    --------------------------------------------------------------------------------
         (i)  Endorsement to Agent                 L&W              Credit Parties
    --------------------------------------------------------------------------------
    LETTER OF CREDIT DOCUMENTS                     ---                    ---
    --------------------------------------------------------------------------------
    15.  Master Agreement for Standby              L&W              Borrower/Agent
         Letters of Credit                       #867924
    --------------------------------------------------------------------------------
    16.  Master Agreement for Documentary          L&W              Borrower/Agent
         Letters of Credit                       #867892
    --------------------------------------------------------------------------------
    FILINGS AND SEARCHES (PERSONAL PROPERTY)       ---                    ---
    --------------------------------------------------------------------------------
    17.  UCC searches in each of the locations     ---                    ---
         identified on Exhibit B attached hereto
    --------------------------------------------------------------------------------
    18.  UCC financing statements naming           ---                    ---
         General Electric Capital Corporation,
         as Agent, as Secured Party, and each
         of the following Credit Parties, as
         Debtors, filed in the jurisdictions
         indicated below:
    --------------------------------------------------------------------------------
         (i)  Borrower (Secretary of State         L&W                    ---
              of California)
    --------------------------------------------------------------------------------
         (ii)  Holdings (Secretary of State        L&W                    ---
               of New York)
    --------------------------------------------------------------------------------
         (iii) Beverly III (Secretary of           L&W                    ---
               State of California)
    --------------------------------------------------------------------------------
         (iv)  Beverly Inc. (Secretary of          L&W                    ---
               State of California)
    --------------------------------------------------------------------------------

                                       Annex C-9

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

         (v)   ProNet Imaging (Secretary of        L&W                    ---
               State of California)
    --------------------------------------------------------------------------------
         (vi)  RadNet Sub (Secretary of            L&W                    ---
               State of California)
    --------------------------------------------------------------------------------
         (vii) SoCal (Secretary of State           L&W                    ---
               of California)
    --------------------------------------------------------------------------------
         (viii) RadNet Mgmt I (Secretary of        L&W                    ---
                State of California)
    --------------------------------------------------------------------------------
         (ix)  RadNet Mgmt II (Secretary of        L&W                    ---
               State of California
    --------------------------------------------------------------------------------
         (x)   RadNet Imaging (Secretary of        L&W                    ---
               State of California)
    --------------------------------------------------------------------------------
        (xi)  Diagnostic Imaging (Secretary        L&W                    ---
              of State of Delaware)
    --------------------------------------------------------------------------------
        (xii) Radiologix (Secretary of State       L&W                    ---
              of Delaware)
    --------------------------------------------------------------------------------
        (xiii) Advanced Imaging (Secretary of      L&W                    ---
               State of Delaware)
    --------------------------------------------------------------------------------
        (xiv)  Ide (Secretary of State of          L&W                    ---
               Delaware)
    --------------------------------------------------------------------------------
        (xv)  Mid Rockland (Secretary of State     L&W                    ---
              of Delaware)
    --------------------------------------------------------------------------------
        (xvi) Pacific (Secretary of State          L&W                    ---
              of California)
    --------------------------------------------------------------------------------
        (xvii) Questar Imaging (Secretary          L&W                    ---
               of State of Florida)
    --------------------------------------------------------------------------------
        (xviii) Treasure Coast (Secretary          L&W                    ---
                of State of Delaware)
    --------------------------------------------------------------------------------
        (xix)  Community (Secretary of State       L&W                    ---
               of Delaware)
    --------------------------------------------------------------------------------

                                       Annex C-10

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

        (xx)  RNM (Secretary of State of           L&W                    ---
              Delaware)
    --------------------------------------------------------------------------------
        (xxi) Valley (Secretary of State           L&W                    ---
              of California)
    --------------------------------------------------------------------------------
        (xxii) Questar Duluth (Secretary of        L&W                    ---
               State of Florida)
    --------------------------------------------------------------------------------
        (xxiii) Questar Alamitos (Secretary        L&W                    ---
                of State of Florida)
    --------------------------------------------------------------------------------
        (xxiv) Questar Victorville (Secretary      L&W                    ---
               of State of Florida)
    --------------------------------------------------------------------------------
        (xxv)  Rocky Mountain (Secretary of        L&W                    ---
               State of Colorado)
    --------------------------------------------------------------------------------
        (xxvi) FRI (Secretary of State of          L&W                    ---
               California)
    --------------------------------------------------------------------------------
        (xxvii) Radnet, Inc. (Secretary of         L&W                    ---
                State of New York)
    --------------------------------------------------------------------------------
    CASH MANAGEMENT                                ---                    ---
    --------------------------------------------------------------------------------
    19.  Blocked Account Control Agreement         L&W           City National Bank/
         among Agent, Second Lien Agent,         #891577           Borrower/Agent/
         Borrower and City National Bank                          Second Lien Agent
    --------------------------------------------------------------------------------
    20.  Blocked Account Control Agreement         L&W           City National Bank/
         among Agent, Second Lien Agent,         #891580           Holdings/Agent/
         Holdings and City National Bank                          Second Lien Agent

    --------------------------------------------------------------------------------
    21.  Blocked Account Control Agreement         L&W          JPMorgan Chase Bank/
         among First Lien Agent, Second Lien     #889225         Radiologix/Agent
         Agent, Radiologix and JPMorgan Chase                     Second Lien Agent
         Bank
    --------------------------------------------------------------------------------
    22.  Blocked Account Control Agreement         L&W          JPMorgan Chase Bank/
         among First Lien Agent, Second Lien     #889224         Radiologix/Agent
         Agent, Radiologix and JPMorgan Chase                     Second Lien Agent
         Bank
    --------------------------------------------------------------------------------

                                       Annex C-11

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    23.  Blocked Account Control Agreement         L&W          JPMorgan Chase Bank/
         among First Lien Agent, Second Lien     #889223         Radiologix/Agent
         Agent, Radiologix and JPMorgan Chase                     Second Lien Agent
         Bank
    --------------------------------------------------------------------------------
    24.  Blocked Account Control Agreement         L&W       Mercantile Safe Deposit
         among First Lien Agent, Second Lien     #890302      & Trust Co./Advanced/
         Agent, Advanced and Mercantile Safe                 Agent/Second Lien Agent
         Deposit & Trust Co.
    --------------------------------------------------------------------------------
    25.  Blocked Account Control Agreement         L&W          M&T Bank/ Advanced
         among First Lien Agent, Second Lien     #890100        Agent/Second Lien
         Agent, Advanced and M&T Bank                                Agent
    --------------------------------------------------------------------------------
    26.  Blocked Account Control Agreement         L&W           M&T Bank/ Agent
         among First Lien Agent, Second Lien     #890120          Second Lien Agent
         Agent, Ide and M&T Bank
    --------------------------------------------------------------------------------
    27.  Blocked Account Control Agreement         L&W           Bank of New York/
         among First Lien Agent, Second Lien     #890119         Mid Rockland/Agent/
         Agent, Mid Rockland and Bank of New                     Second Lien Agent
         York
    --------------------------------------------------------------------------------
    28.  Blocked Account Control Agreement         L&W        Commerce Bank & Trust/
         among First Lien Agent, Second Lien     #890234        RNM/Agent/Second
         Agent, RNM and Commerce Bank & Trust                      Lien Agent
    --------------------------------------------------------------------------------
    29.  Blocked Account Control Agreement         L&W     Union Bank of California/
         among First Lien Agent, Second Lien     #890124     Pacific/Agent/Second
         Agent, Pacific and Union Bank of                          Lien Agent
         California
    --------------------------------------------------------------------------------
    30.  Blocked Account Control Agreement         L&W          M&T Bank/Community/
         among First Lien Agent, Second Lien     #890112        Agent/Second Lien
         Agent, Community and M&T Bank                                Agent
    --------------------------------------------------------------------------------

                                       Annex C-12

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    31.  Blocked Account Control Agreement         L&W              Bank of America/
         among First Lien Agent, Second Lien     #890177            Treasure/Agent/
         Agent, Treasure and Bank of America                       Second Lien Agent
    --------------------------------------------------------------------------------
    32.  Blocked Account Control Agreement         L&W              Bank of America/
         among First Lien Agent, Second Lien     #890570             Questar/Agent/
         Agent, Questar and Bank of America                        Second Lien Agent
    --------------------------------------------------------------------------------
    33.  Blocked Account Control Agreement         L&W              Bank of America/
         among First Lien Agent, Second Lien     #890632       Questar/subsidiaries/
         agent, Questar's Subsidiaries and                       Agent/Second Lien
         Bank of America                                 Agent
    --------------------------------------------------------------------------------
    34.  Blocked Account Control Agreement         L&W             Bank of America/
         among First Lien Agent, Second Lien     #891073            Questar/Agent
         Agent, Questar and JPMorgan                      Second Lien Agent
    --------------------------------------------------------------------------------
    35.  Blocked Account Control Agreement         L&W         Vectra/Rock Mountain/
         among First Lien Agent, Second Lien     #891075        Agent/ Second Lien
         Agent, Rocky Mountain and Vectra                               Agents
         Private Bank
    --------------------------------------------------------------------------------
    36.  Blocked Account Control Agreement         L&W        Coamerica Bank/Valley/
         among First Lien Agent, Second Lien    [Bank's form]     Agent/Second
         Agent, Valley and Coamerica Bank                          Lien Agent
    --------------------------------------------------------------------------------
    OTHER COLLATERAL DOCUMENTS                    ---
    --------------------------------------------------------------------------------
    37.  Landlord Waivers re following            ---                   ---
         leased locations:
    --------------------------------------------------------------------------------
         (i)  1510 and 1516 Cotner Avenue,         L&W            Borrower/Landlord/
              Los Angeles, CA                    #891342            Agent/ Second
                                                                     Lien Agent
    --------------------------------------------------------------------------------
         (ii) Radiologix corporate                 L&W          Radiologix/Landlord/
              headquarters                       #890002     Agent/Second Lien Agent
    --------------------------------------------------------------------------------

                                       Annex C-13

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    CORPORATE AND ORGANIZATIONAL DOCUMENTS        ---
    --------------------------------------------------------------------------------
    38.  Certificate from secretary or           Borrower               Borrower
         assistant secretary of Borrower
         certifying to (a) Borrower's
         certificate of incorporation and
         all amendments thereto, certified
         by the secretary of the state of
         incorporation, (b) Borrower's by-laws
         and all amendments thereto, (c) the
         resolutions of Borrower's board of
         directors and (d) the incumbency and
         signatures of the officers or
         representatives executing the Credit
         Agreement and the other Loan Documents
    --------------------------------------------------------------------------------
    39.  Certificate from secretary or           Holdings               Holdings
         assistant secretary of Holdings
         certifying to (a) Holdings' certificate
         of incorporation and all amendments
         thereto, certified by the secretary of
         the state of formation, (b) Holding's
         by-laws and all amendments thereto,
         (c) the resolutions of such Holding's
         board of directors and (d) the
         incumbency and signatures of the
         officers or representatives executing
         the Credit Agreement and the other Loan
         Documents
    --------------------------------------------------------------------------------
    40.  Certificate from secretary or           Guarantors              Guarantors
         assistant secretary of each Guarantor
         listed on Exhibit A certifying to (a)
         such Guarantor's certificate of
         incorporation or formation and all
         amendments thereto, certified by the
         secretary of the state of incorporation
         or formation, (b) such Guarantor's
         by-laws, operating agreement, partnership
         agreement as applicable and all
         amendments thereto, (c) the resolutions
         of such Credit Party's board of
         members/directors or partners and (d) the
         incumbency and signatures of the
         officers or representatives executing
        the Credit Agreement and the other
        Loan Documents
    --------------------------------------------------------------------------------

                                       Annex C-14

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    41.  Certificates of good standing,      Credit Parties          Credit Parties
         foreign qualification to do business
         (or foreign equivalent thereof) of
         each Credit Party from the secretary
         of state indicated on Exhibit C.
    --------------------------------------------------------------------------------
    42.  Officer's Certificate of the Chief  Credit Parties          Credit Parties
         Executive Officer and Chief Financial
         Officer of each Credit Party, dated
         the Closing Date confirming that the
         Credit Parties have obtained all
         required consents and approvals of all
         Persons including all requisite
         Governmental Authorities (all of which
         consents and approvals shall be final
         and non-appealable), to the execution,
         delivery and performance of the Loan
         Agreement and the other Loan Documents
         and the consummation of the Related
         Transactions
    --------------------------------------------------------------------------------
    43.  Solvency Certificate of the Chief    Credit Parties          Credit Parties
         Executive Officer and/or the Chief
         Financial Officer of each Credit Party,
         to the effect that based on Pro Forma
         and Projections certifying that both
         before and after giving effect to (1)
         the Loans and Letter of Credit Obligations
         to be made or incurred on the Closing
         Date, (2) the disbursement of the proceeds
         of such Loans pursuant to the instructions
         of Borrower, (3) the consummation of the
         other Related Transactions, and (4) the
         payment and accrual of all transaction costs
         in connection with the foregoing, each
         Credit Party is and will be Solvent
    --------------------------------------------------------------------------------
    44.  Certificate certifying the following  Credit Parties        Credit Parties
         documents: Management Agreement,
         Second Lien Loan Documents, Merger
         Agreement, the Employment Agreements
         with each of Dr. Howard Berger,
         Norman Hames and Mark Stolper and the
         consent agreement executed by Beverly
         Radiology Medical Group, Inc. and
         ProNet Imaging Medical Group, Inc. and
         each Partnership Agreement of the Credit
         Parties' Subsidiaries and Merger
         Agreement, Certificate of Merger and
         certification of shareholder vote for
         both Primedex and Radiologix
    --------------------------------------------------------------------------------

                                       Annex C-15

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    OPINIONS OF COUNSEL                           ---
    --------------------------------------------------------------------------------
    45.  Opinion of In House counsel:       In House counsel        In House counsel
         (i)   Radnet
         (ii)  Radiologix
    --------------------------------------------------------------------------------
    46.  Opinion of SMR&H                        SMR&H                    SMR&H
    --------------------------------------------------------------------------------
    FINANCIAL INFORMATION AND BORROWING           ---                      ---
    BASE CERTIFICATE
    --------------------------------------------------------------------------------
    47.  Consolidated balance sheets at      Credit Parties          Credit Parties
         October 31, 2005 and the related
         statement of income of Holdings and
         its subsidiaries (except for
         Radiologix and its subsidiaries) for
         the Fiscal Year then ended, audited
         by Moss Adams LLP; consolidated
         balance sheet at September 30, 2006
         and the related statement of income
         of Holdings and its Subsidiaries
         (except for Radiologix and its
         Subsidiaries) for the nine (9) months
         then ended; consolidated balance sheet
         at December 31, 2005 and the related
         statement of income of Radiologix and
         its subsidiaries for the Fiscal Year
         then ended, audited by Ernst & Young LLP;
         and consolidated balance sheet at
         September 30, 2006 and the related
         statement of income of Radiologix and
         its subsidiaries for the nine (9) months
         then ended
    --------------------------------------------------------------------------------
    48.  Projections                         Credit Parties         Credit Parties
    --------------------------------------------------------------------------------
    49.  Initial Borrowing Base Certificate  Credit Parties             Borrower
    --------------------------------------------------------------------------------

                                       Annex C-16

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    INSURANCE                                     ---
    --------------------------------------------------------------------------------
    50.  Certificate(s) of Insurance                                Credit Parties
         together with loss payable
         endorsements designating Agent as
         loss payee and additional insured
         endorsements designating Agent and
         Lenders as additional insured and
         certified copies of all insurance
         policies
    --------------------------------------------------------------------------------
    TERMINATION OF FINANCINGS                     ---                    ---
    --------------------------------------------------------------------------------
    51.  Payoff Letters from GE Capital      Credit Parties/         Credit Parties/
         covering                              GE Capital              GE Capital
         i.   First Lien
         ii.  Second Lien
         iii. Radiologix Amended and
              Restated Credit Agreement
              date as of December 31, 2003
    --------------------------------------------------------------------------------
    52.  Termination Notices for existing         L&W                Credit Parties/
         account control agreements                                   Agent/Banks
    --------------------------------------------------------------------------------
    53.  Defeasance Documents (and other     Credit Parties          Credit Parties
         relevant documents) relating to the
         Radiologix Indenture dated December
         12, 2001 including Security Agreement,
         Escrow Agreement, Officer's
         certificate Board Resolutions and
         Legal/Tax/Verification Opinions
    --------------------------------------------------------------------------------
    54.  Document relating to the payoff of  Credit Parties          Credit Parties
         Primedex's Subordinated Debentures
         due 2008 including: (i) Notice of
         Redemptions, (ii) Paying agent's
         agreement and (iii) resolutions
         authorizing redemption
    --------------------------------------------------------------------------------
    55.  Payoff Letter relating to           Credit Parties          Credit Parties
         Radiologix's Junior Convertible
         Note
    --------------------------------------------------------------------------------
    56.  UCC termination statements          Credit Parties          Credit Parties
         terminating all liens listed on
         Exhibit D hereto
    --------------------------------------------------------------------------------

                                       Annex C-17

                                                DRAFTING/
                                               PREPARATION
                                              RESPONSIBILITY          DELIVERED/
    ACTION OR DOCUMENT                            DOC. #              EXECUTED BY
    --------------------------------------------------------------------------------

    MISCELLANEOUS CLOSING DOCUMENTS               ---
    --------------------------------------------------------------------------------
    57.  Letter of Direction/Flow of Funds   Credit Parties          Credit Parties
                                                #867856
    --------------------------------------------------------------------------------
    58.  GE Capital Fee Letter                    L&W                Borrower/Agent
    --------------------------------------------------------------------------------
    59.  Completed W-9 from each of          Credit Parties          Credit Parties
         the following entities receiving
         a wire from GECC
    --------------------------------------------------------------------------------
    60.  Appointment of Parasec as agent     Credit Parties          Credit Parties
         for service of process in New York
         together with evidence that fees
         have been paid through the term of
         the Credit Agreement
    --------------------------------------------------------------------------------
    61.  Closing Officer's Certificate       Credit Parties          Credit Parties
    --------------------------------------------------------------------------------
    62.  Post Closing Agreement                    L&W         Credit Parties/ Agent
    --------------------------------------------------------------------------------

                                       Annex C-18

                                       EXHIBIT A
                                       ---------

                                       GUARANTORS

    1.    Beverly Radiology Medical Group, III, a California general partnership
          ("BEVERLY III")
    2.    RadNet Sub, Inc., a California corporation ("RADNET SUB")
    3.    SoCal MR Site Management, Inc., a California corporation ("SOCAL")
    4.    RadNet Management I, Inc., a California corporation ("RADNET MGMT I")
    5.    RadNet Management II, Inc., a California corporation ("RADNET MGMT II")
    6.    RadNet Managed Imaging Services, Inc., a California corporation ("RADNET
          IMAGING")
    7.    Diagnostic Imaging Services, Inc., a Delaware corporation ("DIAGNOSTIC
          IMAGING")
    8.    ProNet Imaging Medical Group, Inc., a California corporation ("PRONET
          IMAGING")
    9.    Beverly Radiology Medical Group, Inc., a California corporation ("BEVERLY
          INC.")
    10.   Radiologix, Inc., a Delaware corporation ("RADIOLOGIX")
    11.   Advanced Imaging Partners, Inc., a Delaware corporation ("ADVANCED
          IMAGING")
    12.   Ide Imaging Partners, Inc., a Delaware corporation ("IDE")
    13.   Mid Rockland Imaging Partners, Inc., a Delaware corporation ("MID
          ROCKLAND")
    14.   Pacific Imaging Partners, Inc.,  a California corporation ("PACIFIC")
    15.   Questar Imaging, Inc., a Florida corporation ("QUESTAR IMAGING")
    16.   Treasure Coast Imaging Partners, Inc., a Delaware corporation ("TREASURE
          COAST")
    17.   Community Imaging Partners, Inc., a Delaware corporation ("COMMUNITY")
    18.   Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware
          corporation ("RNM")
    19.   Valley Imaging Partners, Inc., a California corporation ("VALLEY")
    20.   Questar Duluth, Inc., a Florida corporation ("QUESTAR DULUTH")
    21.   Questar Los Alamitos, Inc., a Florida corporation ("QUESTAR ALAMITOS")
    22.   Questar Victorville, Inc., a Florida corporation ("QUESTAR VICTORVILLE")
    23.   Rocky Mountain OpenScan MRI, LLC, a Colorado limited liability company
          ("ROCKY MOUNTAIN")
    24.   FRI, Inc., a California corporation ("FRI")

                                       Annex C-19

                                       EXHIBIT B
                                       ---------

                                      UCC SEARCHES

    Entity Name searched        Jurisdiction Searched     Type of Search Ordered
    --------------------------------------------------------------------------------
    RadNet Management, Inc.     California SOS            UCC, tax lien and judgment
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    Primedex Health Systems, Inc.   New York SOS          UCC and federal tax lien
    --------------------------------------------------------------------------------
                                California Secretary of   UCC, tax lien and judgment
                                State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    Beverly Radiology Medical   California Secretary      UCC, tax lien and judgment
    Group III                   of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    RadNet Sub, Inc.            California Secretary of   UCC, tax lien and
                                State                     judgment
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    SoCal MR Site Management,   California Secretary      UCC, tax lien and judgment
    Inc.                        of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                pending suit
    --------------------------------------------------------------------------------
    RadNet Management I, Inc.   California Secretary      UCC, tax lien and judgment
                                of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    RadNet Management II, Inc.  California Secretary      UCC, tax lien and judgment
                                of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    Diagnostic Imaging          California Secretary      UCC, tax lien and judgment
    Services, Inc.              of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
                                Delaware Secretary        UCC and federal tax lien
                                of State
    --------------------------------------------------------------------------------
    RadNet Managed Imaging      California Secretary      UCC, tax lien and judgment
    Services, Inc.              of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    ProNet Imaging Medical      California Secretary      UCC, tax lien and judgment
    Group, Inc.                 of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------

                                       Annex C-20

     --------------------------------------------------------------------------------
    Beverly Radiology Medical   California Secretary      UCC, tax lien and judgment
    Group, Inc.                 of State
    --------------------------------------------------------------------------------
                                Los Angeles County, CA    Tax lien, judgment and
                                                          pending suit
    --------------------------------------------------------------------------------
    Radiologix, Inc.            Delaware Secretary of     UCC, tax lien and judgment
                                State
    --------------------------------------------------------------------------------
    Advanced Imaging Partners,  Delaware Secretary of     UCC and tax lien
    Inc.                        State
    --------------------------------------------------------------------------------
                                Maryland Secretary of     UCC and tax lien
                                State
    --------------------------------------------------------------------------------
    Community Imaging Partners, Delaware Secretary of     UCC and tax lien
    Inc.                        State
    --------------------------------------------------------------------------------
                                Maryland Secretary of     UCC and tax lien
                                State
    --------------------------------------------------------------------------------
    Ide Imaging Partners, Inc.  Delaware Secretary of     UCC and tax lien
                                State
    --------------------------------------------------------------------------------
    Mid Rockland Imaging        Delaware Secretary of     UCC and tax lien
    Partners, Inc.              State
    --------------------------------------------------------------------------------
                                New York Secretary of     UCC and tax lien
                                State
    --------------------------------------------------------------------------------
    Pacific Imaging Partners,   California Secretary      UCC, tax lien, and
    Inc.                        of State                  judgment
    --------------------------------------------------------------------------------
    Questar Duluth, Inc.        Minnesota Secretary       UCC and tax lien
                                of State
    --------------------------------------------------------------------------------
                                Florida Secretary of      UCC and tax lien
                                State
    --------------------------------------------------------------------------------
    Questar Los Alamitos, Inc   Florida Secretary of      UCC and tax lien
                                State
    --------------------------------------------------------------------------------
                                California Secretary      UCC, tax lien, and
                                of State                  judgment
    --------------------------------------------------------------------------------
    Questar Victorville, Inc.   Florida Secretary of      UCC and tax lien
                                State
    --------------------------------------------------------------------------------
                                California Secretary of   UCC, tax lien, and
                                State                     judgment
    --------------------------------------------------------------------------------
    Radiology & Nuclear         Delaware Secretary of     UCC and tax lien
    Medicine Imaging Partners,  State
    Inc.
    --------------------------------------------------------------------------------
                                Kansas Secretary of State UCC and tax lien
    --------------------------------------------------------------------------------
    Rocky Mountain OpenScan     Colorado Secretary of     UCC and tax lien
    MRI, LLC                    State
    --------------------------------------------------------------------------------
    Treasure Coast Imaging      Delaware Secretary of     UCC and tax lien
    Partners, Inc.              State
    --------------------------------------------------------------------------------
                                Florida Secretary of      UCC and tax lien
                                State
    --------------------------------------------------------------------------------
    Questar Imaging, Inc.       Florida Secretary of      UCC, tax lien, and
                                State                     judgment
    --------------------------------------------------------------------------------
    M&S Imaging Partners I,     Delaware Secretary of     UCC, tax lien, and
    Inc.                        State                     judgment
    --------------------------------------------------------------------------------
    M&S Imaging Investments,    Delaware Secretary of     UCC, tax lien, and
    Inc.                        State                     judgement
    --------------------------------------------------------------------------------
    Radnet, Inc.                Delaware Secretary of     UCC, tax lien and judgment
                                State
    --------------------------------------------------------------------------------

                                       Annex C-21

                                       EXHIBIT C
                                       ---------

          GOOD STANDING CERTIFICATES AND FOREIGN QUALIFICATION TO DO BUSINESS

    ENTITY                                     JURISDICTIONS            STATUS
    --------------------------------------------------------------------------------
    RadNet Management, Inc.                     California             Received
    Primedex Health Systems, Inc.               New York               Received
                                                California             Received
    Beverly Radiology Medical Group, III        California               n/a/
    Beverly Radiology Medical Group, Inc.       California             Received
    ProNet Imaging Medical Group, Inc.          California             Received
    RadNet Sub, Inc.                            California             Received
    SoCal MR Site Management, Inc.              California             Received
    RadNet Management I, Inc.                   California             Received
    RadNet Management II, Inc.                  California             Received
    RadNet Managed Imaging Services, Inc.       California             Received
    Diagnostic Imaging Services, Inc.           Delaware               Received
                                                California             Received
    Radiologix, Inc.                            Delaware               Received
                                                California             Received
                                                Florida                Received
                                                Kansas                 Received
                                                Pennsylvania           Received
                                                Texas                  Received
    Advanced Imaging Partners, Inc.             Delaware               Received
                                                Maryland               Received
    Ide Imaging Partners, Inc.                  Delaware               Received
                                                New York               Received
    Mid Rockland Imaging Partners, Inc.         Delaware               Received
                                                New York               Received
    Pacific Imaging Partners, Inc.              California             Received
    Questar Imaging, Inc.                       Florida                Received
                                                Colorado               Received
    Treasure Coast Imaging Partners, Inc.       Delaware               Received
                                                Florida                Received
    Community Imaging Partners, Inc.            Delaware               Received
                                                Maryland               Received
    Radiology and Nuclear Medicine Imaging      Delaware               Received
      Partners, Inc.                            Kansas                 Received

                                       Annex C-22

     Valley Imaging Partners, Inc.               California             Received
    Questar Duluth, Inc.                        Florida                Received
                                                Minnesota              Received
    Questar Los Alamitos, Inc.                  Florida                Received
                                                California             Received
    Questar Victorville, Inc.                   Florida                Received
                                                California             Received
    Rocky Mountain OpenScan MRI, LLC            Colorado               Received
    FRI, Inc.                                   California             Received

                                       Annex C-23

                                       EXHIBIT D
                                       ---------

                                    UCC TERMINATIONS

                                       AMENDMENTS

                                                                       FILE NO./
    DEBTOR                   JURISDICTION          SECURED PARTY       FILE DATE
    --------------------------------------------------------------------------------
    Questar Duluth, Inc.     Florida Secured       U.S. Bank Trust     #200406228661
                             Transaction Registry  NA as Custodian     02/24/2004
                                                   or Trustee

    Questar Duluth, Inc.     Florida Secured       U.S. Bank Trust     #20040622867X
                             Transaction Registry  NA as Custodian     02/24/2004
                                                   or Trustee

    Questar Los Alamitos,    Florida Secured       U.S. Bank Trust     #200200779409
    Inc.                     Transaction Registry  NA as Custodian     04/02/2002
                                                   or Trustee

    Questar Los Alamitos,    Florida Secured       U.S. Bank Trust     #200407119807
    Inc.                     Transaction Registry  NA as Custodian     06/08/2004

    Questar Victorville,     Florida Secured       U.S. Bank Trust     #200407720614
    Inc.                     Transaction Registry  NA as Custodian     08/23/2004

                                       Annex C-24

                                        ANNEX D
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                                       PRO FORMA

                                       Annex D-1

                                            PRIMEDEX HEALTH SYSTEMS, INC.
                            UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                                     FOR THE TWELVE MONTHS ENDED OCTOBER 31, 2005
                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                                      For the          For the
                                                                      Twelve           Twelve
                                                                    Months Ended    Months Ended
                                                                     October 31,     December 31,
                                                                         2005           2005          Pro Forma            Pro Forma
                                                                       Primedex       Radiologix      Adjustments           Combined
                                                                     ------------    ------------    ------------          ------------
    Service fee revenue                                              $    145,573    $    251,440    $       (409)   N     $    396,604
    Cost of operations:
       Cost of services                                                   109,012         160,898          16,687    O          286,597
       Equipment leases                                                        --          13,035             166    P           13,201
       Provision for doubtful accounts                                      4,929          19,033              --                23,962
       Depreciation and amortization                                       17,101          23,430           1,834    Q           42,365
       Gain on disposal of equipment, net                                     696              --              19    R              715
                                                                     ------------    ------------    ------------          ------------
         Gross profit                                                      13,835          35,044         (19,115)               29,764
    Corporate general and administrative                                       --          16,872         (16,872)   S               --
    Impairment of goodwill, intangible and long-lived assets                   --           2,241              --                 2,241
    Interest expense, net, including amortization of deferred
      financing costs                                                      17,493          18,295           3,999    T           39,787
    Other expense (income), net                                              (523)            670              --                   147
                                                                     ------------    ------------    ------------          ------------
    Loss before equity in earnings of unconsolidated affiliates,
      minority interests in consolidated subsidiaries, income
      taxes and discontinued operations                                    (3,135)         (3,034)         (6,242)              (12,411)
    Equity in earnings of unconsolidated affiliates                            --           3,928              --                 3,928
    Minority interests in income of consolidated subsidiaries                  --            (632)             --                  (632)
                                                                     ------------    ------------    ------------          ------------
    INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS           (3,135)            262          (6,242)               (9,115)
    Income tax expense                                                         --             662              --                   662
                                                                     ------------    ------------    ------------          ------------
    LOSS FROM CONTINUING OPERATIONS                                  $     (3,135)   $       (400)   $     (6,242)         $     (9,777)
                                                                     ============    ============    ============          ============
    LOSS PER COMMON SHARE:
       Loss from continuing operations-basic                         $      (0.08)   $       (0.02)                        $      (0.15)
       Loss from continuing operations-diluted                       $      (0.08)   $       (0.02)                        $      (0.15)
    WEIGHTED AVERAGE SHARES OUTSTANDING:
       Basic                                                           41,207,909       22,067,445        554,477    M       63,829,831
       Diluted                                                         41,207,909       22,067,445        554,477    M       63,829,831

                                       Annex D-2

                             PRIMEDEX HEALTH SYSTEMS, INC.
             UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                        FOR THE NINE MONTHS ENDED JULY 31, 2006
                         (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                                    For the Nine     For the Nine
                                                                     Months Ended    Months Ended
                                                                    July 31, 2006    June 30, 2006    Pro Forma            Pro Forma
                                                                       Primedex     Radiologix(1)    Adjustments           Combined
                                                                     ------------    ------------    ------------          ------------

    Service fee revenue                                              $    118,462    $   192,366     $       (307)   N     $    310,521
    Cost of operations:
      Cost of services                                                     88,701        121,308           12,667    O          222,676
      Equipment leases                                                         --         11,095              174    P           11,269
      Provision for doubtful accounts                                       4,739         16,273               --                21,012
      Depreciation and amortization                                        12,175         18,021            1,374    Q           31,570
      Loss (gain) on disposal of equipment, net                               210             --               --                   210
                                                                     ------------    ------------    ------------          ------------
         Gross profit                                                      12,637          25,669         (14,522)               23,784

    Severance and other related costs                                          --             670              --                   670
    Corporate general and administrative                                       --          12,841         (12,841)   S               --
    Impairment of goodwill, intangible and long-lived assets                   --           2,241              --                 2,241
    Interest expense, net, including amortization of deferred
      financing costs                                                      14,386          13,296           2,154    T           29,836
    Loss (gain) on debt extinguishment                                      2,097              --              --                 2,097
    Other expense (income), net                                               788              --              --                   788
                                                                     ------------    ------------    ------------          ------------
    Income (loss) before equity in earnings of unconsolidated
      affiliates, minority interests in consolidated subsidiaries,
      income taxes and discontinued operations                             (4,634)         (3,379)         (3,835)              (11,848)
    Equity in earnings of unconsolidated affiliates                            61           3,110              --                 3,171
    Minority interests in income of consolidated subsidiaries                  --            (523)             --                  (523)
    LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS                    (4,573)           (792)         (3,835)               (9,200)
    Income tax expense                                                         --             388              --                   388
                                                                     ------------    ------------    ------------          ------------
    LOSS FROM CONTINUING OPERATIONS                                  $     (4,573)   $     (1,180)   $     (3,835)         $     (9,588)
                                                                     ============    ============    ============          ============
    LOSS PER COMMON SHARE:
      Loss from continuing operations-basic                          $      (0.11)   $      (0.05)                         $      (0.15)
      Loss from continuing operations-diluted                        $      (0.11)   $      (0.05)                         $      (0.15)
    WEIGHTED AVERAGE SHARES OUTSTANDING:
      Basic                                                            41,663,841      22,242,417         379,505    M       64,285,763
      Diluted                                                          41,663,841      22,242,417         379,505    M       64,285,763

    _______________
    (1) The financial statements of Radiologix, Inc. for the interim period were derived by adding the three months ended December 31,
        2005, to Radiologix's six months ended June 30, 2006. The nine months ended June 30, 2006, includes the three-month period ended
        December 31, 2005, which also was included in the pro forma income statement for the year ended December 31, 2005. Summarized
        operating information about the duplicated quarter is as follows:

     Service fee revenue                                                $     62,120
    Cost of operations:
      Cost of services                                                       40,060
      Equipment leases                                                        3,453
      Provision for doubtful accounts                                         5,386
      Depreciation and amortization                                           5,997
                                                                       ------------
         Gross profit                                                         7,224

    Severance and other related costs                                           670
    Corporate general and administrative                                      3,677
    Impairment of goodwill, intangible and long-lived assets                  2,241
    Interest expense, net, including amortization of deferred
      financing costs                                                         4,493
                                                                       ------------
    Loss before equity in earnings of unconsolidated affiliates,
      minority interests in consolidated subsidiaries, income taxes
      and discontinued operations                                            (3,857)

    Equity in earnings of unconsolidated affiliates                           1,040
    Minority interests in income of consolidated subsidiaries                  (145)
                                                                       ------------
    LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS                      (2,962)
    Income tax expense                                                          218
                                                                       ------------
    LOSS FROM CONTINUING OPERATIONS                                    $     (3,180)
                                                                       ============

    LOSS PER COMMON SHARE:
      Loss from continuing operations-basic                                   (0.14)
      Loss from continuing operations-diluted                                 (0.14)
                                                                       ============
    WEIGHTED AVERAGE SHARES OUTSTANDING:
      Basic                                                              22,242,417
      Diluted                                                            22,242,417

                                       Annex D-3

                                                 PRIMEDEX HEALTH SYSTEMS, INC.
                                      UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                                         JULY 31, 2006
                                                         (IN THOUSANDS)

                                                                      Primedex       Radiologix       Pro Forma            Pro Forma
                                                                    July 31, 2006   June 30, 2006    Adjustments            Combined
                                                                    -------------   -------------   -------------         -------------
    ASSETS
    Current assets:
      Cash and cash equivalents                                     $           2   $      43,671   $     (43,180)   A    $         493
      Restricted cash                                                          --           5,750              --                 5,750
      Accounts receivable, net of allowances                               24,299          41,237              --                65,536
      Unbilled receivables and other receivables                            1,035              --              --                 1,035
      Due from affiliates                                                      --             704              --                   704
      Federal and state income tax receivables                                 --           6,101              --                 6,101
      Other current assets                                                  3,533           4,643              --                 8,176
                                                                    -------------   -------------   -------------         -------------
         Total current assets                                              28,869         102,106         (43,180)               87,795
    Long-term assets:
      Property and equipment, net                                          62,836          68,610          14,020    B          145,466
      Accounts receivable, net of allowances                                1,379              --              --                 1,379
      Investments in joint ventures                                            --           9,113              --                 9,113
      Goodwill                                                             23,099              --          41,396    C           64,495
      Other intangible assets, net                                             --          52,384           7,725    D           60,109
      Deferred financing costs, net                                         5,198           4,117            (132)   E            9,183
      Other assets                                                          5,219             824          (1,075)   F            4,968
                                                                    -------------   -------------   -------------         -------------
         Total long-term assets                                            97,731         135,048          61,934               294,713
                                                                    -------------   -------------   -------------         -------------
         Total assets                                               $     126,600   $     237,154   $      18,754         $     382,508
                                                                    =============   =============   =============         =============
    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Cash disbursements in transit                                 $       5,748   $          --   $          --         $       5,748
      Accounts payable and other accrued expenses                          20,962           8,777          (3,760)   G           25,979
      Accrued physician retention                                              --           8,115              --                 8,115
      Accrued salaries and benefits                                            --           7,767           3,403    H           11,170
      Accrued interest                                                         --             683             357    I            1,040
      Accrued restructuring charges                                            --              --             332    J              332
      Current maturities of term loan B                                        --              --           2,250    K            2,250
      Current maturities of notes payable                                     867              --            (860)   K                7
      Current maturities of capital lease obligations                       1,849              33              --                 1,882
      Other current liabilities                                                --             682              --                   682
                                                                    -------------   -------------   -------------         -------------
         Total current liabilities                                         29,426          26,057           1,722                57,205
    Long-term liabilities:
      Subordinated bond debentures                                         16,147              --         (16,147)   K               --
      Line of credit                                                        6,868              --          (2,868)   K            4,000
      Term loan B-long term                                                    --              --         222,750    K          222,750
      Second lien credit facility-long term                                    --              --         135,000    K          135,000
      Long-term debt, net of current portion                              145,154         158,270        (303,356)   K               68
      Convertible debt                                                         --          11,980         (11,980)   K               --
      Capital lease obligations, net of current portion                     3,552              45              --                 3,597
      Deferred revenue                                                         --           6,290          (6,290)   L               --
      Other liabilities                                                        22           1,372              --                 1,394
                                                                    -------------   -------------   -------------         -------------
         Total long-term liabilities                                      171,743         177,957          17,109               366,809
    Commitments and contingencies                                              --              --              --                    --
    Minority interests in consolidated subsidiaries                            --           1,145              --                 1,145
    Stockholders' equity                                                  (74,569)         31,995             (77)   M          (42,651)
         Total liabilities and stockholders' equity                 $     126,000   $     237,154   $      18,754         $     382,508
                                                                    =============   =============   =============         =============

                                       Annex D-4

                             PRIMEDEX HEALTH SYSTEMS, INC.
              UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

         The unaudited pro forma condensed combined financial statements are based
    on the historical consolidated statements of Primedex after giving effect to the
    merger with Radiologix, borrowings used to finance the merger and the
    assumptions and adjustments described in the attached to the unaudited pro forma
    condensed combined financial statements.

         The unaudited pro forma condensed combined statement of operations is
    prepared using the historical consolidated statements of operations of Primedex
    for the year ended October 31, 2005 and the nine months ended July 31, 2006 and
    the historical consolidated statements of operations of Radiologix for the year
    ended December 31, 2005 and the nine months ended June 30, 2006 as if the merger
    and borrowings to finance the merger occurred on November 1, 2004. The unaudited
    pro forma condensed combined balance sheet is presented as if the merger and
    borrowings used to finance the merger occurred on July 31, 2006 and combines the
    unaudited condensed balance sheets of Primedex as of July 31, 2006 and
    Radiologix as of June 30, 2006.

         The preliminary allocation of purchase price used in the unaudited pro
    forma condensed combined financial statements is based upon preliminary
    estimates. The estimates and assumptions are subject to change upon the
    effective date of the merger and finalization of the valuation of Radiologix's
    assets and liabilities. The unaudited pro forma condensed combined financial
    statements do not include the effects of any anticipated operating efficiencies
    or cost savings upon the merger. The unaudited pro forma condensed combined
    financial statements are for illustrative purposes only, and are not necessarily
    indicative of the consolidated results of operations or financial position of
    Primedex that would have been reported had the merger and borrowings been
    completed as of the dates presented, and should not be taken as representative
    of the future consolidated results of operations or financial position of
    Primedex. The pro forma adjustments are based on preliminary information
    available at the time of the preparation of this document. Estimated valuation
    of stock-based compensation included in the unaudited pro forma condensed
    combined financial statement for the year ended October 31, 2005 for Primedex
    and the year ended December 31, 2005 for Radiologix do not include the impact of
    SFAS No. 123 (revised 2004) Share-Based Payment ("SFAS No. 123R").

         GE Healthcare Financial Services has provided a commitment for a $405.0
    million of senior debt financing, which includes a $45.0 million revolving
    credit facility for working capital and general corporate purposes that will be
    substantially undrawn and available to Primedex at the close of the transaction.
    The remaining $360.0 million will fund the cash purchase price of Radiologix and
    refinance substantially all of the existing debt of Primedex and Radiologix.

         The unaudited pro forma condensed combined financial statements and the
    accompanying notes are based upon the respective historical consolidated
    financial statements of Primedex and Radiologix and should be read in
    conjunction with the historical consolidated financial statements and
    accompanying notes of Primedex and Radiologix included in this filing.

                                       Annex D-5

                              NOTES TO UNAUDITED PRO FORMA
                        CONDENSED COMBINED FINANCIAL STATEMENTS

    1.  BASIS OF PRO FORMA PRESENTATION

         On July 6, 2006, Primedex Health Systems, Inc. and Radiologix, Inc. entered
    into a definitive agreement under which Primedex would merge with and into
    Radiologix in a business combination to be accounted for using the purchase
    method. The combined unaudited pro forma historical financial statements assume
    the issuance of 22,621,922 shares of Primedex common stock and $42,950,000 in
    cash. The average market price per share of Primedex common stock of
    approximately $1.74 is based on the average closing price for June 28, 2006
    through July 13, 2006.

         The estimated purchase price and the allocation of the estimated purchase
    price discussed below are preliminary based on management's best estimate
    because the proposed merger has not yet been completed and the final valuation
    has not been completed. The final allocation of the purchase price will be based
    on Radiologix's assets and liabilities on the closing date.

         The following notes to the unaudited pro forma condensed consolidated
    financial statements give effect to the Radiologix merger as if it had occurred,
    for balance sheet purposes, on July 31, 2006 and, for statement of operations
    purposes, on November 1, 2004. The preliminary estimated total purchase price of
    the merger is as follows:

                                                                   (IN THOUSANDS)
                                                                  ---------------
    Value of stock given by Primedex to Radiologix                $       39,400 *
    Cash                                                                  42,950
    Estimated transaction fees and expenses                               13,552 **
                                                                  ---------------
    Total Purchase Price                                          $       95,902
                                                                  ===============
    __________________
    (*)  Calculated as 22,621,922 shares multiplied by $1.74 (average closing price
         for June 28, 2006 to July 13, 2006).
    (**) Includes $6,940,000 in assumed liabilities of Radiologix, including
         $2,200,000 in merger and acquisition fees and $4,740,000 in bond prepayment
         penalties.

         Under the purchase method of accounting, the total estimated purchase price
    as shown above is allocated to Radiologix's net tangible and intangible assets
    based on their estimated fair values as of the date of the completion of the
    merger. The preliminary allocation of the pro forma purchase price is as
    follows:
                                                                   (IN THOUSANDS)
                                                                  ---------------

    Current assets                                                $     102,106
    Property and equipment, net                                          82,630
    Identifiable intangible assets                                       59,034
    Goodwill                                                             41,396
    Investments in joint ventures                                         9,113
    Other assets                                                            824
    Current liabilities                                                 (26,057)
    Accrued restructuring charges                                          (332)
    Long-term liabilities                                              (171,667)
    Minority interests in consolidated subsidiaries                      (1,145)
                                                                  ---------------
    Total purchase price                                          $      95,902
                                                                  ===============

                                       Annex D-6

         We have estimated the fair value of tangible assets acquired and
    liabilities assumed. Some of these estimates are subject to change, particularly
    those estimates relating to the valuation of property and equipment and
    identifiable intangible assets. The allocation of the purchase price is
    preliminary and based upon management's best estimate because the proposed
    merger has not yet been completed and the final valuation has not been
    completed. The final allocation of the purchase price will be based upon
    Radiologix's assets and liabilities on the closing date and the allocation of
    the purchase price will be reviewed by an external valuation expert.

         CASH, MARKETABLE SECURITIES, INVESTMENTS AND OTHER ASSETS: Primedex values
    cash, marketable securities, investments and other assets at their respective
    carrying amounts as Primedex believes that these amounts approximate their
    current fair values or the fair values.

         IDENTIFIABLE INTANGIBLE ASSETS. Primedex expects identifiable intangible
    assets acquired to include management service agreements. Management service
    agreements represent the underlying relationships and agreements with certain
    professional radiology groups.

         Identifiable intangible assets consist of:

                                                                        ESTIMATED
                                          ESTIMATED     AMORTIZATION     ANNUAL
                                         FAIR VALUE       PERIOD       AMORTIZATION
                                       -------------   -------------   -------------
                                                       (IN THOUSANDS)
    Management service agreements      $      59,034        25 years   $       2,361

         Primedex has determined the preliminary fair value of intangible assets
    with limited discussions with Radiologix management and a review of certain
    transaction-related documents prepared by Radiologix management.

         Estimated useful lives for the intangible assets were based on the average
    contract terms, which are greater than the amortization period that will be used
    for management contracts. Intangible assets are being amortized using the
    straight-line method, considering the pattern in which the economic benefits of
    the intangible assets are consumed.

         GOODWILL. Approximately $41,396,000 has been allocated to goodwill.
    Goodwill represents the excess of the purchase price over the fair value of the
    underlying net tangible and intangible assets. In accordance with SFAS No. 142,
    Goodwill and Other Intangible Assets, goodwill will not be amortized but instead
    will be tested for impairment at least annually. In the event that the
    management of the combined company determines that the value of goodwill has
    become impaired, the combined company will incur an accounting charge for the
    amount of impairment during the fiscal quarter in which the determination is
    made.

    2.  PRO FORMA ADJUSTMENTS

         The following is a brief description of the preliminary adjustments which
    may change as additional information is obtained. These adjustments are based on
    management's best estimate. In addition, these adjustments include
    reclassifications to conform the financial statement presentation of Radiologix
    with Primedex.

                                                                     (IN THOUSANDS)
                                                                     --------------
    (A)  To record the cash portion of the purchase price:
             Cash                                                     $     42,950
             Estimated transaction fees and expenses                        13,552
                                                                      ------------
                                                                            56,502
             Less: Increase in cash from borrowings (see Note K)            13,322
                                                                      ------------
                                                                      $     43,180
                                                                      ============

                                       Annex D-7

     (B)  Adjustments to property and equipment, net:
            To record the estimated fair market value adjustment
               to net property and equipment                          $     14,020
    (C)  Adjustments to goodwill:
            To record the preliminary purchase price allocation to
               goodwill as though the acquisition had occurred on
               July 31, 2006:
                 Total purchase price                                 $     95,902
               Net assets of Radiologix:
                 Book equity of Radiologix                            $     31,995
                 Fair market value adjustment to property and
                   equipment                                                14,020
                 Increase in other intangible assets                         6,650
                 Elimination of deferred financing costs                    (4,117)
                 Accrued restructuring charges                                (332)
                 Elimination of deferred revenue                             6,290
                                                                      ------------
                   Adjusted net assets                                $     54,506
                                                                      ------------
                 Goodwill                                             $     41,396
                                                                      ============

    (D)  Adjustments to other intangible assets:
           To reclass Primedex intangible asset trade name from
             other assets                                             $      1,075
           To eliminate Radiologix historical intangible assets            (52,384)
           To record the preliminary purchase price allocation to other
             intangible assets as though the acquisition had occurred
             on July 31, 2006                                               59,034
                                                                      ------------
                                                                      $      7,725
                                                                      ============

    (E)  Adjustments to deferred financing costs:
           To eliminate Radiologix historical net deferred financing
             costs due to refinancing of this debt                    $     (4,117)
           To write-off Primedex historical deferred financing
             charges and loan fees                                          (5,198)
           To record the estimated deferred financing costs                  9,183
                                                                      ------------
                                                                      $       (132)
                                                                      ============

    (F)  Adjustments to other assets:
           To reclass Primedex other asset trade name to intangible
             assets                                                   $     (1,075)

    (G)  Adjustments to accounts payable and other accrued expenses:
           To reclass Primedex accrued salaries and benefits          $     (3,403)
           To reclass Primedex accrued interest                               (357)
                                                                      ------------
                                                                      $     (3,760)
                                                                      ============

    (H)  To reclass Primedex accrued salaries and benefits            $      3,403
                                                                      ============
    (I)  To reclass Primedex accrued interest                         $        357
                                                                      ============
    (J)  To record restructuring charges related to severance for
           certain employees of Radiologix.                           $        332
                                                                      ============

                                       Annex D-8

     (K)  To record the payments to be made from the proceeds of the
           new indebtedness:
         SOURCES:
         Term loan B-current                                          $      2,250
         Line of Credit                                                      4,000
         Term loan B-long-term                                             222,750
         Second lien credit facility                                       135,000
                                                                      ------------
           Total sources                                              $    364,000

         USES:
         Current maturities of notes payable-Primedex                 $        860
         Subordinated bond debentures-Primedex                              16,147
         Line of credit-Primedex                                             6,868
         Long-term debt-Primedex                                           145,086
         Long-term debt-Radiologix                                         158,270
         Convertible debt-Radiologix                                        11,980
         Deferred financing fees (see Note E)                                9,183
         Primedex fees and expenses (see Note M)                             2,284
                                                                      ------------
           Total uses                                                 $    350,678

           Increase in cash (see Note A)                              $     13,322
                                                                      ============

    (L)  To eliminate Radiologix deferred revenue                     $     (6,290)
                                                                      ============

    (M)  Adjustments to stockholders' equity:
           To eliminate Radiologix historical stockholders' equity
             and weighted shares outstanding as part of the purchase
             transaction                                              $    (31,995)
           To record the issuance of 22,621,922 shares of Primedex
             stock at an average market price of $1.74 per share to
             acquire Radiologix                                             39,400
           To write-off Primedex historical deferred financing charges
             and loan fees                                                  (5,198)
           To record Primedex fees and expenses                             (2,284)
                                                                      ------------
                                                                      $        (77)
                                                                      ============

                                                                      NINE MONTHS ENDED   YEAR ENDED
                                                                        JULY 31, 2006   OCTOBER 31, 2005
                                                                        -------------     -------------
                                                                                (IN THOUSANDS)
    (N)  To eliminate Radiologix deferred revenue amortization          $        (307)    $        (409)

                                                                      NINE MONTHS ENDED     YEAR ENDED
                                                                        JULY 31, 2006    OCTOBER 31, 2005
                                                                        -------------     -------------
                                                                                  (IN THOUSANDS)
    (O)  To reclass Radiologix corporate overhead as cost of services   $     12,841      $      16,872
         To reclass Primedex equipment rental from cost of services             (174)              (166)
         To reclass Radiologix losses from sale or disposal of assets
           from cost of services                                                  --                (19)
                                                                        -------------     -------------
                                                                        $      12,667     $      16,687
                                                                        =============     =============

                                                                      NINE MONTHS ENDED    YEAR ENDED
                                                                       JULY 31, 2006     OCTOBER 31, 2005
                                                                        -------------     -------------
                                                                                  (IN THOUSANDS)
    (P)  To reclass Primedex equipment rental from cost of services     $         174     $         166
                                                                        =============     =============

                                       Annex D-9

                                                                      NINE MONTHS ENDED    YEAR ENDED
                                                                        JULY 31, 2006    OCTOBER 31, 2005
                                                                        -------------     -------------
                                                                                 (IN THOUSANDS)
    (Q)  To record additional depreciation on property and equipment
           revaluation as a result of the purchase price allocation     $       2,103     $       2,804
         To eliminate Radiologix amortization expense on historical
           intangible assets related to management service agreements          (2,500)           (3,331)
         To add amortization of identifiable intangible assets recorded
           as a result of purchase price allocation                             1,771             2,361
                                                                        -------------     -------------
                                                                        $       1,374     $       1,834
                                                                        =============     =============

                                                                      NINE MONTHS ENDED    YEAR ENDED
                                                                        JULY 31, 2006    OCTOBER 31, 2005
                                                                        -------------     -------------
                                                                               (IN THOUSANDS)
    (R)  To reclass Radiologix losses from sale or disposal of assets
           from cost of services                                        $          --     $          19

                                                                      NINE MONTHS ENDED     YEAR ENDED
                                                                        JULY 31, 2006   OCTOBER 31, 2005
                                                                        -------------     -------------
                                                                                 (IN THOUSANDS)
    (S)  To reclass Radiologix corporate overhead as cost of services   $     (12,841)    $     (16,872)

                                                                      NINE MONTHS ENDED     YEAR ENDED
                                                                        JULY 31, 2006    OCTOBER 31, 2005
                                                                        -------------     -------------
                                                                               (IN THOUSANDS)
    (T)  To eliminate Radiologix interest income with use of cash as
           part of the purchase transaction                             $       1,117     $         956
         To reverse interest expense related to historical notes,
           leases, bonds and lines of credit with new financing related
           to the purchase transaction:
              For Radiologix                                                  (13,432)          (17,908)
              For Primedex                                                    (13,292)          (15,871)
         To add interest expense related to new financing related to
           the purchase transaction(1)                                         28,620            38,160
         To reverse interest expense related to historical deferred
           financing charges and loan fees with new financing related
           to the purchase transaction:
              For Radiologix                                                   (1,237)           (1,650)
              For Primedex                                                       (710)           (1,137)
         To add interest expense related to new financing transaction
           fees(2)                                                              1,088             1,449
                                                                        -------------     -------------
                                                                        $       2,154     $       3,999
                                                                        =============     =============
    _______________
    (1) Assume a first lien six-year, 1% principal payment per year, note payable of $225 million at
        LIBOR + 3.5%, or an estimated 9.0%, and a second lien seven-year, interest-only note payable of
        $135 million at LIBOR + 7.5%, or an estimated 13.0% and an estimated line of credit draw of $4.0 million.

                                       Annex D-10

     The interest expense calculation presented above uses the actual LIBOR rates for
    the periods presented to determine the interest rate applied to the borrowings
    under the Term Loan B and the Second Lien Credit Facility. If the LIBOR rate
    increases or decreases, the effect on interest expense would be as follows:

                                                      EFFECT ON INTEREST EXPENSE
                                                 -----------------------------------
                                                  NINE MONTHS
    LIBOR RATE                                       ENDED             YEAR ENDED
    INCREASE/DECREASE                            JULY 31, 2006      OCTOBER 31, 2005
                                                ---------------     ---------------
                                                          (IN THOUSANDS)
    0.25%                                         $     683           $     910
    0.50%                                             1,365               1,820
    0.75%                                             2,048               2,730
    1.00%                                             2,730               3,640
    ___________________
    (2) Estimated financing fees of $9.2 million for the Primedex acquisition
    of Radiologix amortized over the weighted-average financing period of
    approximately 76 months, or approximately $121,000 per month.

         The pro forma statements of income contain no adjustment of the Primedex
    net deferred financing costs of $5,198,000 as of July 31, 2006, and debt
    prepayment penalties of $2,284,000 that will be expensed upon refinancing the
    existing debt of Primedex. In addition, the pro forma financial statements
    contain no adjustment for any proposed reverse stock split.

                                       Annex D-11

                                        ANNEX E
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                               WIRE TRANSFER INFORMATION

    Name:               General Electric Capital Corporation
    Bank:               Deutsche Bank Trust Company Americas
                        New York, New York
    ABA #:
    Account #:
    Account Name:       GECC/HH Cash Flow Collections
    Reference:          HFS 2543 Radnet Management

                                       Annex E-1

                                                                             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, 5.7 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];

                                       Annex F-1
    <PAGE>

             (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.

                                            By    _________________________________
                                            Its   _________________________________

                                       Annex F-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

                                       Annex F-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

                                       Annex F-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

                                       Annex F-5

                               RESTRICTED JUNIOR PAYMENTS
                                      (SECTION 5.5)

    Dividends paid to Holdings to permit repurchase of Stock:

                  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

                                       Annex F-6

                                   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

                                       Annex F-7

                              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

                                       Annex F-8

                                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

                                       Annex F-9

                           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  f 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, 2007, 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 December 31, 2006, scheduled payments of principal with
    respect to all Indebtedness for the 12-month fiscal period ended December 31,
    2006 will be deemed to be $662,500 multiplied by 4.0. For calculations as of
    March 31, 2007, scheduled payments of principal will be deemed to be (i)
    $662,500 plus (ii) the actual amount of such payments for the fiscal quarter
    ended March 31, 2007 multiplied by 3.0. For calculations as of 6/30/07,
    scheduled payments of principal will be deemed to be (i) $662,500 plus (ii) the
    actual amount of such payments during the fiscal quarter ended June 30, 2007 and
    March 31, 2007 multiplied by 1.5. For calculations as of September 30, 2007,
    scheduled payments of principal will be deemed to be (i) $662,500 plus (ii) the
    actual amounts of such payments for the fiscal quarter ended March 31, 2007,
    June 30, 2007 and September 30, 2007.

                                       Annex F-10

                                 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

                                       Annex F-11

                              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

                                       Annex F-12

                   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."]

                                       Annex F-13

                                                                          SCHEDULE 2
                                                                             Annex F
                                    EXCESS CASH FLOW
                                      (SECTION 1.5)

    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)                                                                               ___________

             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

                      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.

                                       Annex F-14

                                                                          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."]

                                       Annex F-15

                                                                          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."]

                                     EXHIBIT 6.2(d)

                               BORROWING BASE CERTIFICATE

                                 RADNET MANAGEMENT, INC.

                                DATE: ___________, ______

                      This Certificate is given by Radnet Management, Inc.
    ("BORROWER") pursuant to subsection 6.2(d) 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)      Attached hereto as Schedule I is a calculation of the
                               [PROPOSED] Borrowing Base for Borrower as of the
                               above date;

                      (b)      Attached hereto as Schedule II is a calculation of
                               EBITDA for Holdings and its Subsidiaries as of the
                               above date;

                      (c)      Based on such schedule, the [PROPOSED] Borrowing Base
                               as of the above date is:

                                                    $__________________

             IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed
    by its ________________ this ____ day of ___________, ____.

                                                    RADNET MANAGEMENT, INC.

                                                    By:   __________________________
                                                    Its:  __________________________

                                                                          SCHEDULE I
                                                                      EXHIBIT 6.2(d)

                              CALCULATION OF BORROWING BASE

    (a)             Applicable Senior Multiple                                                            _______

    MULTIPLIED BY:
    --------------

    (b)             EBITDA (calculated in Schedule II to this Exhibit 6.2(d)) for
                    twelve-month period ending on [INSERT DATE OF MOST RECENT
                    MONTHLY FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED PURSUANT
                    TO SECTION 6.1(a) OF CREDIT AGREEMENT] (the "Defined Period")                     $______________

    (c)             Product of (a) and (b)                                                            $______________

    Less:

    (d)             Outstanding principal balance of all Senior Debt of Holdings and
                    its Subsidiaries as of [INSERT DATE OF BORROWING BASE
                    CERTIFICATE] other than Revolving Loans                                           $______________

    (e)             ((c) MINUS (d)) (if not a positive number, such amount shall be
                    deemed to be zero)                                                                $______________

    (f)             Applicable Total Multiple                                                             _______

    MULTIPLIED BY:
    --------------

    (g)             EBITDA (calculated in Section 6.1(b) of this Annex) for
                    twelve-month period ending on [INSERT DATE OF MOST RECENT
                    MONTHLY FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED PURSUANT
                    TO SECTION 6.1(a) OF CREDIT AGREEMENT] (the "Defined Period")                     $______________

    (h)             Product of (f) and (g)                                                            $______________

    Less:

    (i)             Outstanding principal balance of total Funded Debt of Holdings
                    and its Subsidiaries as of [INSERT DATE OF BORROWING BASE
                    CERTIFICATE] other than Revolving Loans                                           $______________

    (j)             ((h) MINUS (i)) (if not a positive number, such amount shall be
                     deemed to be zero)                                                               $______________

    (k)             Borrowing Base as of [INSERT DATE OF BORROWING BASE CERTIFICATE] (lesser of
                   (e) and (j))                                                                       $_____________

                                                                         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                                                                         $___________

    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                                                                    ___________

    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                                                          ___________

             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
             Merger Agreement for all periods ending on or after the Closing Date

             Other agreed to adjustments                                                            ___________

    PLUS:    Pro Forma Cost Savings(1)                                                              ___________

    EBITDA(2)                                                                                       $__________

    __________________________
      (1) With respect to each trailing twelve month period ending on the Fiscal
    Month specified on EXHIBIT B attached hereto, Pro Forma Cost Savings which shall
    be the lesser of (a) $11,000,000 or (b) the total actual cost savings realized
    as a result of the Acquisition PLUS the adjustment amount specified opposite
    such Fiscal Month (without duplication of amounts added back in any prior
    trailing twelve month period).

    (2) EBITDA for entities acquired in a Permitted Acquisition 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 A attached hereto shall be deemed to be the
    amount set forth opposite such Fiscal Month on EXHIBIT A.

                                     EXHIBIT 1.1(a)
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                                   FORM OF TERM NOTE B
                                    (Single Borrower)
                                                                  New York, New York

                                                      $___,___,____________ __, ____

             FOR VALUE RECEIVED, the undersigned, RADNET MANAGEMENT, INC., a
    California corporation ("BORROWER"), HEREBY PROMISES TO PAY to the order of
    ___________________ ("LENDER") at the offices of GENERAL ELECTRIC CAPITAL
    CORPORATION, a Delaware corporation, as Agent for Lenders ("AGENT"), at its
    address at ________________________________, or at such other place as Agent may
    designate from time to time in writing, in lawful money of the United States of
    America and in immediately available funds, the amount of
    __________________________ DOLLARS AND _____ CENTS ($___,___,___). All
    capitalized terms used but not otherwise defined herein have the meanings given
    to them in the "Credit Agreement" (as hereinafter defined) or in Annex A
    thereto.

             This Term Note is one of the Term Notes issued pursuant to that certain
    Credit Agreement dated as of ______________ by and among Borrower, the other
    Persons named therein as Credit Parties, Agent, Lender and the other 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"), and is entitled to the benefit
    and security of the Credit Agreement, the Security Agreement and all of the
    other Loan Documents referred to therein. Reference is hereby made to the Credit
    Agreement for a statement of all of the terms and conditions under which the
    Loans evidenced hereby are made and are to be repaid. The principal balance of
    Term Loan B, the rates of interest applicable thereto and the date and amount of
    each payment made on account of the principal thereof, shall be recorded by
    Agent on its books; provided that the failure of Agent to make any such
    recordation shall not affect the obligations of Borrower to make a payment when
    due of any amount owing under the Credit Agreement or this Term Note.

             The principal amount of the indebtedness evidenced hereby shall be
    payable in the amounts and on the dates specified in the Credit Agreement.
    Interest thereon shall be paid until such principal amount is paid in full at
    such interest rates and at such times, and pursuant to such calculations, as are
    specified in the Credit Agreement. The terms of the Credit Agreement are hereby
    incorporated herein by reference.

             If any payment on this Term Note becomes due and payable on a day other
    than a Business Day, the payment thereof shall be extended to the next
    succeeding Business Day and, with respect to payments of principal, interest
    thereon shall be payable at the then applicable rate during such extension.

    <PAGE>

             Upon and after the occurrence of any Event of Default, this Term Note
    may, as provided in the Credit Agreement, and without presentment, demand,
    protest, notice of intent to accelerate, notice of acceleration or other legal
    requirement of any kind (all of which are hereby expressly waived by Borrower),
    be declared, and immediately shall become, due and payable.

             Time is of the essence of this Term Note.

             Except as provided in the Credit Agreement, this Term Note may not be
    assigned by Lender to any Person.

             THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
    ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
    CONFLICTS OF LAW PRINCIPLES.

                                                         RADNET MANAGEMENT, INC.

                                                         By: _______________________
                                                         Name: _____________________
                                                         Title:_____________________

                                    EXHIBIT 1.1(b)(i)
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                                 FORM OF REVOLVING NOTE
                                    (Single Borrower)
                                                                  New York, New York

                                                      $___,___,____________ __, ____

             FOR VALUE RECEIVED, the undersigned, RADNET MANAGEMENT, INC., a
    California corporation ("BORROWER"), HEREBY PROMISES TO PAY to the order of
    _______________________ ("LENDER"), at the offices of GENERAL ELECTRIC CAPITAL
    CORPORATION, a Delaware corporation, as Agent for Lenders ("AGENT"), at its
    address at _________________________________, or at such other place as Agent
    may designate from time to time in writing, in lawful money of the United States
    of America and in immediately available funds, the amount of
    _______________________ DOLLARS AND _______ CENTS ($___,___,___) or, if less,
    the aggregate unpaid amount of all Revolving Credit Advances made to the
    undersigned under the "Credit Agreement" (as hereinafter defined). All
    capitalized terms used but not otherwise defined herein have the meanings given
    to them in the Credit Agreement or in ANNEX A thereto.

             This Revolving Note is one of the Revolving Notes issued pursuant to
    that certain Credit Agreement dated as of ____________________ by and among
    Borrower, the other Persons named therein as Credit Parties, Agent, Lender and
    the other 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"), and is
    entitled to the benefit and security of the Credit Agreement, the Security
    Agreement and all of the other Loan Documents referred to therein. Reference is
    hereby made to the Credit Agreement for a statement of all of the terms and
    conditions under which the Loans evidenced hereby are made and are to be repaid.
    The date and amount of each Revolving Credit Advance made by Lenders to
    Borrower, the rates of interest applicable thereto and each payment made on
    account of the principal thereof, shall be recorded by Agent on its books;
    provided that the failure of Agent to make any such recordation shall not affect
    the obligations of Borrower to make a payment when due of any amount owing under
    the Credit Agreement or this Revolving Note in respect of the Revolving Credit
    Advances made by Lender to Borrower.

             The principal amount of the indebtedness evidenced hereby shall be
    payable in the amounts and on the dates specified in the Credit Agreement, the
    terms of which are hereby incorporated herein by reference. Interest thereon
    shall be paid until such principal amount is paid in full at such interest rates
    and at such times, and pursuant to such calculations, as are specified in the
    Credit Agreement. The terms of the Credit Agreement are hereby incorporated
    herein by reference.

             If any payment on this Revolving Note becomes due and payable on a day
    other than a Business Day, the payment thereof shall be extended to the next
    succeeding Business Day and, with respect to payments of principal, interest
    thereon shall be payable at the then applicable rate during such extension.
    <PAGE>

             Upon and after the occurrence of any Event of Default, this Revolving
    Note may, as provided in the Credit Agreement, and without presentment, demand,
    protest, notice of intent to accelerate, notice of acceleration or other legal
    requirement of any kind (all of which are hereby expressly waived by Borrower),
    be declared, and immediately shall become, due and payable.

             Time is of the essence of this Revolving Note.

             Except as provided in the Credit Agreement, this Revolving Note may not
    be assigned by Lender to any Person.

             THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
    ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
    CONFLICTS OF LAW PRINCIPLES.

                                                         RADNET MANAGEMENT, INC.

                                                         By: _______________________
                                                         Name: _____________________
                                                         Title:_____________________

                                   EXHIBIT 1.1(b)(ii)
                                           to
                                    CREDIT AGREEMENT

                       FORM OF NOTICE OF REVOLVING CREDIT ADVANCE

    ___________, _____

    General Electric Capital Corporation,
         for itself, as Lender, and as Agent
         for Lenders
    500 West Monroe Street
    Chicago, Illinois 60661

    Attention:            Radnet Management, Inc.
                          Account Manager

    Ladies and Gentlemen:

             The undersigned, Radnet Management, Inc. ("BORROWER") refers to the
    Credit Agreement, dated as of ______ __, ____ (the "CREDIT AGREEMENT," the terms
    defined therein being used herein as therein defined), by and among Borrower,
    the other Credit Parties signatory thereto, General Electric Capital
    Corporation, for itself, as Lender, and as Agent for Lenders, and Lenders, and
    hereby gives you notice, irrevocably, pursuant to SECTION [1.1(b)] of the Credit
    Agreement, that the undersigned hereby requests a Revolving Credit Advance under
    the Credit Agreement, and in that connection sets forth below the information
    relating to such Revolving Credit Advance as required by SECTION [1.1(b)] of the
    Credit Agreement:

                      (i)      The date of the requested Revolving Credit Advance is
                               __________, ____.

                      (ii)     The aggregate amount of the requested Revolving
                               Credit Advance is $____________.

                      (iii)    The requested Revolving Credit Advance is [AN INDEX
                               RATE LOAN] [A LIBOR LOAN WITH A LIBOR PERIOD OF
                               ________].

                      (iv)     The requested Revolving Credit Advance is to be sent
                               to:

                                        [NAME OF BANK]
                                        [CITY OF BANK]
                                        Beneficiary:
                                        Account No.:  [NUMBER]
                                        ABA No.:  [NUMBER]
                                        Attn:  [NAME]

             The undersigned hereby certifies that all of the statements contained
    in Section 2.2 of the Credit Agreement are true and correct in all material
    respects on the date hereof, and will be true in all material respects on the
    date of the requested Revolving Credit Advance, before and after giving effect
    thereto and to the application of the proceeds therefrom.

                                                RADNET MANAGEMENT, INC.

                                                By: ________________________________

                                                         Name: _____________________

                                                         Title: ____________________

                                     EXHIBIT 1.1(c)
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                                 FORM OF SWING LINE NOTE
                                    (Single Borrower)

                                                                  New York, New York
                                                      $___,___,____________ __, ____

             FOR VALUE RECEIVED, the undersigned, RADNET MANAGEMENT, INC., a
    California corporation ("BORROWER"), HEREBY PROMISES TO PAY to the order of
    GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("SWING LINE
    LENDER") at the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
    corporation, as Agent (in such capacity, the "AGENT") at the Agent's address at
    ____________________________________, or at such other place as Agent may
    designate from time to time in writing, in lawful money of the United States of
    America and in immediately available funds, the amount of ___________________
    DOLLARS AND NO CENTS ($___,___,___) or, if less, the aggregate unpaid amount of
    all Swing Line Advances made to the undersigned under the "Credit Agreement" (as
    hereinafter defined). All capitalized terms used but not otherwise defined
    herein have the meanings given to them in the Credit Agreement or in ANNEX A
    thereto.

             This Swing Line Note is issued pursuant to that certain Credit
    Agreement dated as of _________________ by and among Borrower, the other Persons
    named therein as Credit Parties, Agent, Swing Line Lender and the other 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"), and is entitled to the benefit
    and security of the Credit Agreement, the Security Agreement and all of the
    other Loan Documents. Reference is hereby made to the Credit Agreement for a
    statement of all of the terms and conditions under which the Loans evidenced
    hereby are made and are to be repaid. The date and amount of each Swing Line
    Advance made by Swing Line Lender to Borrower, the rate of interest applicable
    thereto and each payment made on account of the principal thereof, shall be
    recorded by Agent on its books; provided that the failure of Agent to make any
    such recordation shall not affect the obligations of Borrower to make a payment
    when due of any amount owing under the Credit Agreement or this Swing Line Note
    in respect of the Swing Line Advances made by Swing Line Lender to Borrower.

             The principal amount of the indebtedness evidenced hereby shall be
    payable in the amounts and on the dates specified in the Credit Agreement, the
    terms of which are hereby incorporated herein by reference. Interest thereon
    shall be paid until such principal amount is paid in full at such interest rates
    and at such times, and pursuant to such calculations, as are specified in the
    Credit Agreement. The terms of the Credit Agreement are hereby incorporated
    herein by reference.

             If any payment on this Swing Line Note becomes due and payable on a day
    other than a Business Day, the payment thereof shall be extended to the next

    <PAGE>

    succeeding Business Day and, with respect to payments of principal, interest
    thereon shall be payable at the then applicable rate during such extension.

             Upon and after the occurrence of any Event of Default, this Swing Line
    Note may, as provided in the Credit Agreement, and without presentment, demand,
    protest, notice of intent to accelerate, notice of acceleration or other legal
    requirement of any kind (all of which are hereby expressly waived by Borrower),
    be declared, and immediately shall become, due and payable.

             Time is of the essence of this Swing Line Note.

             Except as provided in the Credit Agreement, this Swing Line Note may
    not be assigned by Lender to any Person.

             THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
    ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
    CONFLICTS OF LAW PRINCIPLES.

                                                         RADNET MANAGEMENT, INC.

                                                         By: _______________________
                                                         Name: _____________________
                                                         Title:_____________________

                                     EXHIBIT 1.1(d)
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                        REQUEST FOR ISSUANCE OF LETTER OF CREDIT

    ___________, _____

    General Electric Capital Corporation,
         for itself, as Lender, and as Agent
         for Lenders
    500 West Monroe Street
    Chicago, Illinois 60661
    Attention:        Radnet Management, Inc.
                      Account Manager

    Ladies and Gentlemen:

                      The undersigned, Radnet Management, Inc. ("Borrower") refers
    to the Credit Agreement, dated as of ______ __, 2006 (the "Credit Agreement,"
    the terms defined therein being used herein as therein defined), by and among
    the undersigned, Borrower, the other Credit Parties signatory thereto, General
    Electric Capital Corporation, for itself, as Lender, and as Agent for Lenders,
    and Lenders, and hereby requests, pursuant to Section 1.1(d) of the Credit
    Agreement, that the undersigned hereby requests the issuance of a Letter of
    Credit under the Credit Agreement, and in that connection sets forth below the
    information relating to such Letter of Credit as required by Section 1.1(d) of
    the Credit Agreement:

                      (i)      The date of issuance [OR EFFECTIVE DATE OF INCREASE
                               OR EXTENSION] of the requested Letter of Credit is
                               __________, ____.

                      (ii)     The amount [OR THE AMOUNT OF INCREASE] of the Letter
                               of Credit is $_________

                      (iii)    The name of the beneficiary of the Letter of Credit
                               is: ____________.

                      (iv)     The transaction for which such Letter of Credit is to
                               be issued is described as follows: [________].

                      (vi)     The expiry [OR EXTENDED EXPIRY] date of such Letter
                               of Credit is:____..

                      The undersigned hereby certifies that all of the statements
    contained in Section 2.2 of the Credit Agreement are true and correct on the
    date hereof, and will be true on the date of the requested Letter of Credit,
    before and after giving effect thereto and to the issuance thereof.

                                                 RADNET MANAGEMENT, INC.

                                                 By: _______________________
                                                 Name: _____________________
                                                 Title:_____________________

                                     EXHIBIT 1.2(e)
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                        FORM OF NOTICE OF CONVERSION/CONTINUATION

             Reference is made to that certain Credit Agreement dated as of
    _____________, 2006 by and among the undersigned ("BORROWER"), the other Persons
    named therein as Credit Parties, General Electric Capital Corporation ("AGENT")
    and the Lenders from time to time signatory thereto (including all annexes,
    exhibits or schedules thereto, and as from time to time amended, restated,
    supplemented or otherwise modified, the "CREDIT Agreement"). Capitalized terms
    used herein without definition are so used as defined in the Credit Agreement.

             Borrower hereby gives irrevocable notice, pursuant to SECTION 1.2(E) of
    the Credit Agreement, of its request to:

             (a) on [ DATE ] convert $[________]of the aggregate outstanding
    principal amount of the [_______] Loan, bearing interest at the [________] Rate,
    into a(n) [________] Loan [AND, IN THE CASE OF A LIBOR LOAN, HAVING A LIBOR
    PERIOD OF [_____] MONTH(S)];

             [(B) ON [ DATE ] CONTINUE $[________]OF THE AGGREGATE OUTSTANDING
    PRINCIPAL AMOUNT OF THE [_______] LOAN, BEARING INTEREST AT THE LIBOR RATE, AS A
    LIBOR LOAN HAVING A LIBOR PERIOD OF [_____] MONTH(S)].

             Borrower certifies that the conversion and/or continuation of the Loans
    requested above is for the separate account of the Borrower in the following
    amount: [$_____________].

             Borrower hereby (i) certifies that all of the statements contained in
    SECTION 2.2 of the Credit Agreement are true and correct in all material
    respects on the date hereof, and will be true in all material respects on the
    date of the requested conversion/continuation, before and after giving effect
    thereto and (ii) reaffirms the guaranty and continuance of Agent's Liens, on
    behalf of itself and Lenders, pursuant to the Collateral Documents.

                                                         RADNET MANAGEMENT, INC.

                                                         By: _______________________
                                                         Name: _____________________
                                                         Title:_____________________

                                       EXHIBIT 8.1
                                           to
                                    CREDIT AGREEMENT
                                    ----------------

                              FORM OF ASSIGNMENT AGREEMENT
                              ----------------------------

             This ASSIGNMENT AGREEMENT, dated as of the Effective Date, is entered
    into between the Assignor and the Assignee (each as defined below).

             The parties hereto hereby agree as follows:

    BORROWER:                         RADNET MANAGEMENT, INC., A CALIFORNIA
                                      CORPORATION (THE "BORROWER")

    AGENT:                            GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT
                                      AND FOR THE LENDERS AND L/C ISSUERS

    CREDIT AGREEMENT:                 (IN SUCH CAPACITY AND TOGETHER WITH ITS
                                      SUCCESSORS AND PERMITTED ASSIGNS, THE "AGENT")
                                      CREDIT AGREEMENT, DATED AS OF __________,
                                      2006, AMONG THE BORROWER, ________, AS ONE OF
                                      THE GUARANTORS, THE LENDERS AND L/C ISSUERS
                                      PARTY THERETO AND THE AGENT (AS THE SAME MAY
                                      BE AMENDED, RESTATED, SUPPLEMENTED OR
                                      OTHERWISE MODIFIED FROM TIME TO TIME, THE
                                      "CREDIT AGREEMENT"; CAPITALIZED TERMS USED
                                      HEREIN WITHOUT DEFINITION ARE USED AS
                                      DEFINED IN THE CREDIT AGREEMENT)

    [TRADE DATE:                      _________, ____]

    EFFECTIVE DATE:                   _________, ____

    --------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
                                                                                      AGGREGATE
                                                                                      AMOUNT OF      AGGREGATE AMOUNT
                                                                                    COMMITMENTS OR    OF COMMITMENTS
             ASSIGNOR                                                                 PRINCIPAL        OR PRINCIPAL
        (COLLECTIVELY, THE                  ASSIGNEE                               AMOUNT OF LOANS    AMOUNT OF LOANS     PERCENTAGE
           "ASSIGNORS")          (COLLECTIVELY, THE "ASSIGNEES")   LOAN ASSIGNED   FOR ALL LENDERS       ASSIGNED          ASSIGNED
    --------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
        [NAME OF ASSIGNOR]             [NAME OF ASSIGNEE]                           $____________      $____________    __._________%
                                  [AFFILIATE][APPROVED FUND] OF
                                        [NAME OF LENDER]
    --------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
        [NAME OF ASSIGNOR]             [NAME OF ASSIGNEE]                           $____________      $____________    __._________%
                                  [AFFILIATE][APPROVED FUND] OF
                                        [NAME OF LENDER]
    --------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------
        [NAME OF ASSIGNOR]             [NAME OF ASSIGNEE]                           $____________      $____________    __._________%
                                  [AFFILIATE][APPROVED FUND] OF
                                        [NAME OF LENDER]
    --------------------------- ---------------------------------- --------------- ----------------- ------------------ ---------------

                                 [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

             SECTION 1. Assignment. Each Assignor hereby sells and assigns to the
    Assignee set forth above opposite such Assignor, and such Assignee hereby
    purchases and assumes from such Assignor, such Assignor's rights and obligations
    in its capacity as Lender under the Credit Agreement (including Liabilities
    owing to or by such Assignor thereunder) and the other Loan Documents, in each
    case to the extent related to the amounts identified above opposite such
    Assignor (such Assignor's "ASSIGNED INTEREST").

             SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNORS. Each
    Assignor severally but not jointly (a) represents and warrants to its
    corresponding Assignee and the Agent that (i) it has full power and authority,
    and has taken all actions necessary for it, to execute and deliver this
    Assignment Agreement and to consummate the transactions contemplated hereby and
    (ii) it is the legal and beneficial owner of its Assigned Interest and that such
    Assigned Interest is free and clear of any Lien and other adverse claims, (b)
    makes no other representation or warranty and assumes no responsibility,
    including with respect to the aggregate amount of the Loans, the percentage of
    the Loans represented by the amounts assigned, any statements, representations
    and warranties made in or in connection with any Loan Document or any other
    document or information furnished pursuant thereto, the execution, legality,
    validity, enforceability or genuineness of any Loan Document or any document or
    information provided in connection therewith and the existence, nature or value
    of any Collateral, (c) assumes no responsibility (and makes no representation or
    warranty) with respect to the financial condition of any Credit Party or the
    performance or nonperformance by any Credit Party of any obligation under any
    Loan Document or any document provided in connection therewith and (d) attaches
    any Notes held by it evidencing at least in part the Assigned Interest of such
    Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor)
    and requests that the Agent exchange such Notes for new Notes in accordance with
    SECTIONS 1.1(b) and 1.1(c)(i) of the Credit Agreement.

             SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNEES. Each
    Assignee severally but not jointly (a) represents and warrants to its
    corresponding Assignor and the Agent that (i) it has full power and authority,
    and has taken all actions necessary for such Assignee, to execute and deliver
    this Assignment Agreement and to consummate the transactions contemplated
    hereby, (ii) to the extent indicated above, is an Affiliate or an Approved Fund
    of the Lender set forth above and (iii) it is sophisticated with respect to
    decisions to acquire assets of the type represented by the Assigned Interest
    assigned to it hereunder and either such Assignee or the Person exercising
    discretion in making the decision for such assignment is experienced in
    acquiring assets of such type, (b) appoints and authorizes the Agent to take
    such action as administrative agent and collateral 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, (c) 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, (d) confirms it has received such documents and information as it has
    deemed appropriate to make its own credit analysis and decision to enter into
    this Assignment Agreement and shall continue to make its own credit decisions in
    taking or not taking any action under any Loan Document independently and
    without reliance upon any Secured Party and based on such documents and
    information as it shall deem appropriate at the time, (e) acknowledges and
    agrees that, as a Lender, it may receive material non-public information and

     confidential information concerning the Loan Parties and their Affiliates and
    Securities and agrees to use such information in accordance with SECTION 9.13 of
    the Credit Agreement, (f) specifies as its applicable lending offices (and
    addresses for notices) the offices at the addresses set forth beneath its name
    on the signature pages hereof, (g) shall pay to the Agent an assignment fee in
    the amount of $3,500 to the extent such fee is required to be paid under SECTION
    8.1(a) of the Credit Agreement and (h) to the extent required pursuant to
    SECTION 1.9(c) of the Credit Agreement, attaches two completed originals of
    Forms W-8ECI, W-8BEN or W-9.

             SECTION 4. DETERMINATION OF EFFECTIVE DATE; LOAN ACCOUNT. Following the
    due execution and delivery of this Assignment Agreement by each Assignor, each
    Assignee and, to the extent required by SECTION 8.1(a) of the Credit Agreement,
    the Borrower, this Assignment Agreement (including its attachments) will be
    delivered to the Agent for its acceptance and recording in the Loan Account. The
    effective date of this Assignment Agreement (the "EFFECTIVE DATE") shall be the
    later of (i) the acceptance of this Assignment Agreement by the Agent and (ii)
    the recording of this Assignment Agreement in the Loan Account. The Agent shall
    insert the Effective Date when known in the space provided therefor at the
    beginning of this Assignment Agreement.

             SECTION 5. EFFECT. As of the Effective Date, (a) each Assignee shall be
    a party to the Credit Agreement and, to the extent provided in this Assignment
    Agreement, have the rights and obligations of a Lender under the Credit
    Agreement and (b) each Assignor shall, to the extent provided in this Assignment
    Agreement, relinquish its rights (except those surviving the termination of the
    Commitments and payment in full of the Obligations) and be released from its
    obligations under the Loan Documents other than those obligations relating to
    events and circumstances occurring prior to the Effective Date.

             SECTION 6. DISTRIBUTION OF PAYMENTS. On and after the Effective Date,
    the Agent shall make all payments under the Loan Documents in respect of each
    Assigned Interest of any Assignor (a) in the case of amounts accrued to but
    excluding the Effective Date, to such Assignor and (b) otherwise, to the
    corresponding Assignee.

             SECTION 7. MISCELLANEOUS. This Assignment Agreement is a Loan Document
    and, as such, is subject to certain provisions of the Credit Agreement,
    including SECTIONS 9.14 (SUBMISSION TO JURISDICTION) and 9.15 (WAIVER OF JURY
    TRIAL) thereof. On and after the Effective Date, this Assignment Agreement shall
    be binding upon, and inure to the benefit of, the Assignors, Assignees, the
    Agent and their Related Persons and their successors and assigns. This
    Assignment Agreement shall be governed by, and be construed and interpreted in
    accordance with, the law of the State of New York. This Assignment Agreement may
    be executed in any number of counterparts and by different parties in separate
    counterparts, each of which when so executed shall be deemed to be an original
    and all of which taken together shall constitute one and the same agreement.
    Signature pages may be detached from multiple separate counterparts and attached
    to a single counterpart. Delivery of an executed signature page of this
    Assignment Agreement by facsimile transmission or Electronic Transmission shall
    be as effective as delivery of a manually executed counterpart of this
    Assignment Agreement.

                                [SIGNATURE PAGES FOLLOW]

             IN WITNESS WHEREOF, the parties hereto have caused this Assignment
    Agreement to be executed by their respective officers thereunto duly authorized,
    as of the date first above written.

                                          [NAME OF ASSIGNOR]
                                          as Assignor

                                          By: ______________________________________
                                          Name:_____________________________________
                                          Title:____________________________________

                                          [NAME OF ASSIGNEE]
                                          as Assignee

                                          By: ______________________________________
                                          Name:_____________________________________
                                          Title:____________________________________

                                          LENDING OFFICE FOR EURODOLLAR RATE LOANS:
                                          -----------------------------------------
                                          [INSERT ADDRESS (INCLUDING CONTACT NAME,
                                          FAX NUMBER AND E-MAIL ADDRESS)]

                                          LENDING OFFICE (AND ADDRESS FOR NOTICES)
                                          ----------------------------------------
                                          FOR ANY OTHER PURPOSE:
                                          ----------------------

                                          [INSERT ADDRESS (INCLUDING CONTACT NAME,
                                          FAX NUMBER AND E-MAIL ADDRESS)]

    ACCEPTED and AGREED
    this __ day of ______ _____:

    GENERAL ELECTRIC CAPITAL CORPORATION
         AS AGENT

    BY:__________________________________
         NAME:
         TITLE:

    RADNET MANAGEMENT, INC.

    BY:__________________________________
    Name:
    Title:

SCHEDULE 3.1(a)
JURISDICTIONS OF ORGANIZATION AND QUALIFICATION

Credit Party | Jurisdiction of Organization
Primedex Health Systems, Inc. | New York
Diagnostic Imaging Services, Inc. | Delaware
Radnet Management, Inc. | California
Beverly Radiology Medical Group, Inc. ProNet | California
Imaging Medical Group, Inc. Radnet Sub, Inc. | California
SoCal MR Site Management, Inc. Radnet | California
Management I, Inc. | California
Radnet Management II, Inc. | California
Radnet Managed Imaging Services, Inc. Beverly | California
Radiology Medical Group, III FRI, Inc. | California
PR Acquisition Corporation | California
| California
| Delaware

Each Credit Party listed above is qualified to do business in California.

Credit Party | Jurisdiction of Organization | Jurisdictions of Qualification
Radiologix, Inc. | Delaware | Delaware, Texas, Kansas, California, Florida, Pennsylvania
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 Parnters, 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
Rocky Mountain OpenScan MRI, LLC | Colorado | Colorado

SCHEDULE 3.1 (b)

Name | Authorized |  | Issued |  | Holder
Primedex Health Systems, Inc. | Common Stock |  | 66,721,657 |  | Publicly Held
("Holdings") | $.01 par value |  |  |  |
| 100,000,000 shares |  |  |  |
| Preferred Stock |  |  |  |
| 10,000,000 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 |  | 11,463,956 |  | Radnet (100%)
| $.01 par value |  |  |  |
| 20,000,000 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 |  | 1,000 |  | Radnet (100%)
FRI, Inc. | 100,000 |  | 10,000 |  | 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 (707,500), Warrants issued to employees and some business entities related to Holdings (8,756,334) and upon conversion of the outstanding convertible subordinated debentures which are publicly held (6,516,400) rights to common shares of Holdings for an aggregate of 16,986,334.

SCHEDULE 3.1(b)
(continued)

Name | Authorized |  | Issued |  | Holder
Radiologix, Inc.* | Common Stock |  | 22,621,922 |  | Publicly Held Until Merger
| $.0001 par value |  |  |  |
| 50,000,000 shares |  |  |  |
| Preferred Stock |  |  |  |
| 10,000,000 shares |  |  |  | N/A
PR Acquisition Corporation* | Common Stock |  | 100 |  | Radnet (100%)
| $.01 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%)
| $0.001 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 |  |  |  |

______________
*Upon completion of acquisition by merger PR Acquisition Corporation will merge into Radiologix, Inc. and all shares of Radiologix, Inc. will be acquired leaving only the 100 shares owned by Radnet Management, Inc. outstanding.

SCHEDULE 3.1(b)
(continued)

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

There are no preemptive rights with respect to the stock of Radiologix, Inc. or any of its subsidiaries, and upon the consummation of the transactions contemplated by the Merger Agreement, there will be no outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from Radiologix, Inc. or any of its subsidiaries of any Stock of any such entity.

SCHEDULE 3.7
SOURCES AND USES OF PROCEEDS

|  | Amount |
Sources: |  |  |
1st Lien |  | $ | 225,000,000 |
2nd Lien Term Loan |  |  | 135,000,000 |
Radiologix Cash |  |  | 50,000,000 |
Drawdown on New $45 Million Revolver |  |  | 4,278,295 |
|  | $ | 414,278,295 |
Uses of Proceeds: |  |  |  |
Cash Purchase Price |  | $ | 40,395,701 |
Retire Radiologix Bonds |  |  | 170,055,715 |
Retire Radiologix Sub Debt |  |  | 12,297,082 |
Refinance Radnet 1st Lien |  |  | 85,355,000 |
RadNet Accrued Interest on Current 1st Lien Debt |  |  | 354,174 |
Refinance Radnet 2nd Lien |  |  | 60,000,000 |
RadNet 2nd Lien Prepayment Fee |  |  | 1,800,000 |
RadNet Accrued Interest on Current 2nd Lien Debt |  |  | 369,046 |
Refinance Radnet Sub Debt |  |  | 16,626,464 |
Radnet Revolver |  |  | 13,211,810 |
RGX Revolving Facility |  |  | 67,455 |
Transaction Expenses |  |  | 13,745,848 |
|  | $ | 414,278,295 |

SCHEDULE 3.10
INTELLECTUAL PROPERTY
Trademark for "RADNET" issued October 22, 2002 and bearing No. 2,639,209 held by Primedex Health Systems, Inc.
Trademark for "SONOWAVE" bearing Application No. 76/615,128 held by Radnet Management, Inc.
Servicemark for "HEALING WITH SOUND" bearing Application No. 76/615,575 held by Radnet Management, Inc.
Servicemark for "RADIOLOGIX" issued June 12, 200] and bearing No. 2,459,195 held by Radiologix, Inc.

SCHEDULE 3.11
INVESTIGATIONS AND AUDITS
On April 18, 2006, Radiologix, Inc. executed IRS Form 872, Consent to Extend the Time to Assess Tax, in connection with the IRS's review of a tax refund claimed by Radiologix.

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
Employment Agreement with Sami S. Abbasi dated November 15, 2006
Retention Agreement with Stephen M. Forthuber

SCHEDULE 3.13
LITIGATION
None

SCHEDULE 3.14
REAL ESTATE
(see attached document)

SCHEDULE 3.15
ENVIRONMENTAL MATTE RS
None

SCHEDULE 3.16
ERISA
401(k) Non Contributory Plan
Radiologix, Inc. Medical Care Plan
Radiologix, Inc. Flexible Benefit Plan
Radiologix, Inc. Welfare Benefits Plan
Radiologix, Inc. Transportation Fringe Benefit Plan

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

| Accounts
Radnet Management, Inc | Operations
Radnet Management, Inc | Money
Radnet Management, Inc | Market
Beverly Radiology Medical Group | Payroll
Diagnostic Imaging Services, Inc. | Payroll
Primedex Health Systems, Inc. | Payroll
Radnet Management, Inc. | Operations
| Refunds

See attached document for listing of Radiologix, Inc. accounts.

SCHEDULE 3.18
AGREEMENTS AND OTHER DOCUMENTS
Fuji Film Medical Imaging Film Agreement dated as of December 18, 2003 by and between Radnet Management, Inc. and Fuji Film Medical Systems U.S.A., Inc.
First Supplemental Indenture relative to Subordinated Debentures dated October 30, 2003 by and between American Stock Transfer and Trust Company, as trustee, and Primedex Health Systems, 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 by and between GE Medical Systems and Radnet Management, Inc.
PetNet Radiopharmaceutical Purchase Agreement dated September 13, 2004 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.
Indenture dated December 12, 2001 relative to 10.5% Senior Notes due December 15, 2008, between Radiologix, Inc. and U.S. Bank, N.A., as trustee.
Purchase Agreement dated December 15, 2003 by and between Bracco Diagnostics, Inc. and Radiologix, Inc.
Purchase Agreement (as amended) dated May 15, 1998 by and between Berlex Laboratories and Radiologix, Inc.
Medical/Surgical Distribution Agreement dated May 15, 2003 by and between Cardinal Healthcare and Radiologix Inc.
Contracting Services Agreement dated as of October 1, 2006 by and between Broadlane, Inc. and Radiologix, Inc.

SCHEDULE 3.19
INSURANCE

LINE | CARRIER NAME | POLICY # | TERM | PREMIUM | POLICY LIMITS
General Liability | Hartford | 72UUNUM8682 | 9/30/05-12/01/06 | $224,143.00 | varies
Commercial Property | II |  | ,, | $129,297.001M/2M |
Commerical Crime | It |  | It | $53,648.00100,000 |
Commerical Automobile | II |  | It | $41,198.001 | M
Excess Liability/umbrella | " | 72XHUUM8762 | II | $15,750.0010M |
Directors & Officers | AIG | YBX001934D | 06/01/05-12/01/06 | $77,077.005M |
EPL (Emp Pract Liab) | Crum & Forster | 5560020315 | 06/01/05-12/01/06 | $38,840.002M |
Professional Liability | Fairway Physicians | FPC1000-10 | 12/01/05-12/01/06 | $1,031,000.001M/3M |
Work Comp | AIG | 000834287 | 10/29/05-12/01/06 | $1,230,453.001M |
Medical | Aetna | 358380 | 11 /01 /05-12/01 /06 |  |
Dental | Delta Dental | 05662 & 2845 | 11/01/05-12/01/06 |  |
Vision | Vision Service Plan | 12092356 | 11/01/05-12/01/06 |  |
Life | Genworth | 100256-010-0001 | 11/01/05-12/01/06 |  |

SCHEDULE 3.22
HEALTH CARE MATTERS
None.

SCHEDULE 5.1
INDEBTEDNESS

CAPITAL LEASES | 09/30/06
COMPANY | LESSOR | EQUIPMENT | BALANCE
RADNET | CONTINENTAL | Logiq 700 U/S Logiq 700 U/S Logiq 700 U/S Logiq 700 U/S | 88,157.64
RADNET | CONTINENTAL | GE Logiq U/S 9 BT02 w/upgrade 03 GE Logiq U/S 9 BT02 w/upgrade 03 GE Logiq U/S 9 BT02 w/upgrade 03 GE Logiq U/S 9 BT02 w/upgrade 03 GE Logiq U/S 7 BT03 GE Logiq U/S 7 BT03 Bone Densitometer Spectrum Dicom Print/Store Server Stereotache Spectrum Diocom Box Stereotache Spectrum Diocom Box Radex Mammo Motorized Film Dicom Print/Store | 173,072.13
RADNET | CONTINENTAL | GE Logiq 9 U/S GE M7C Probe Sony Film Station Sony Film Station Sony Film Station Kodak CR500 CR System | 326,767.77
RADNET | CONTINENTAL | Kodak CR500 CR System Kodak CR500 CR System Kodak CR500 CR System Kodak CR500 CR System | 347,584.20
RADNET | CONTINENTAL | NAI Dicom Box NAI Dicom Box GE Logiq U/S System CR500 Cassettes & Screen CR500 Cassettes & Screen CR500 Cassettes & Screen CR500 Cassettes & Screen CR500 Cassettes & Screen Kodak DVS100 Laser Imager Acuson Aspen CF U/S System EVC8 Endovaginal Transducer RAD-X Mammoscope Mammography Viewer | 242,450.00
RADNET | GE | GE #8537637 Excite III MRI | 1,432,172.67
RADNET | MD SERVICES | Hitachi Airls II MR System Leasehold Improvements | 182,068.28
RADNET | HEARTLAND | Ultrasound | 115,152.07

RADNET | CHERRY CREEK | Toshiba Opart .35T MR w/C-Arm | 403,961.87
RADNET | MARCAP* | Hitachi Altair 0.7T Siemens Somatom Emotion Kodak Dryview 8900 Leasehold Improvements Dell Medical Digital Acuson 128XP Canon D769 Copier Konica 7150 Copier Mita A16060 Mita A16060 Konica 7150 Copier Chairs and Desks | 1,500,000.00
RADNET | MARCAP* | Hitachi Altaire Upgrade(s) | 243,986.00
RADSUB | GE | GE XR Gold Mammo | 174,628.90
RADNET I | GE | GE Signs 1.5T LX System | 606,000.54
DIS | GE | GE PET GS DISCOVERY w/16 slice | 1,065,089.61
DIS | CONTINENTAL | Flat Panel Digital Retrofit System Dicom Box CA Analog-Digital/SDRU | 146,261.33
DIS | GE | GE Horizon LX long Bore MR Scanner | 353,965.16
DIS | GE | GE Discovery LS PET | 834,884.70
Radiologix | GE | Soft cost buildout for IDE Imaging Partners, Inc. | 67,262.99
* Collateral on Notes Payable

11.5% Series A Convertible Subordinated Debentures due 2008 (the "Primedex Debentures") issued pursuant to First Supplemental Indenture dated as of October 30, 2003 between Primedex Health Systems, Inc., as issuer, and American Stock Transfer & Trust Company, as trustee. Amount outstanding under the Primedex Debentures as of November I, 2006 is $16,147,000. The Primedex Debentures are expected to be redeemed thirty days after the Closing Date. 10.5% Senior Notes due December 15, 2008 (the "Radiologix Senior Notes") issued pursuant to Indenture dated as of December 12, 2001 between Radiologix, Inc., as issuer, and U.S. Bank, N.A., as trustee. Amount outstanding under the Radiologix Senior Notes as of September 30, 2006 is $158,270,000. A covenant defeasance of the Radiologix Senior Notes will be effected on the Closing Date. The Radiologix Senior Notes are expected to be redeemed thirty days after the Closing Date. Promissory Note to GE in the principal amount of $1,338,392.

SCHEDULE 5.2
LIENS

|  |  |  |  |  | START |  |  |
CO | G/Ltt | VENDOR | LEASE # | TYPE | DATE | ASSET # | DESCRIPTION | COST
RADNET CORP | 00-2037.00 | CONTINENTAL | 190 | MD | 04/2001 | 2479 (LOS COY) | Logiq 700 U/S | 84,725.00
|  |  |  |  | MD | 04/2001 | 2480 (LOS COY) | Logiq 700 U/S | 84,725.00
|  |  |  |  | MD | 04/2001 | 2650 (WWP) | Logiq 700 U/S | 84,725.00
|  |  |  |  | MD | 04/2001 | 697 (MDI) | Logiq 700 U/S | 84,725.00
RADNET CORP | 00-2037.10 | CONTINENTAL | 181 | MD | 10/2004 | 5927 (MC) | GE Logiq U/S 9 BTO2 w/upgrade 03 | 85,017.33
|  |  |  |  | MD | 10/2004 | 1305 (MDI) | GE Logiq U/S 9 BT02 w/upgrade 03 | 85,017.33
|  |  |  |  | MD | 10/2004 | 5939 (WWP) | GE Logiq U/S 9 BT02 w/upgrade 03 | 85,017.33
|  |  |  |  | MD | 10/2004 | 1342 (TOWER) | GE Logiq U/S 9 BTO2 w/upgrade 03 | 85,017.33
|  |  |  |  | MD | 10/2004 | 5926 (VIC) | GE Logiq U/S 7 BT03 | 62,128.05
|  |  |  |  | MD | 10/2004 | 1304 (MDI) | GE Logiq U/S 7 BTO3 | 75,207,63
|  |  |  |  | MD | 09/2002 | 4313 (GROVE) | Bone Densitometer | 29,423.75
|  |  |  |  | MD | 05/2002 | 3944 (GROVE) | Spectrum Dicom Print/Store Server | 12,996.00
|  |  |  |  | MD | 09/2002 | 237 (MOD) | Stereotache | 216,656.25
|  |  |  |  | MD | 07/2002 | 137 (MOD) | Spectrum Dicom Box | 14,941.62
|  |  |  |  | MD | 09/2002 | 4284 (ORG WMS) | Stereotache | 216,656.25
|  |  |  |  | MD | 07/2002 | 4044 (ORG WMS) | Spectrum Dicom Box | 14,696.29
|  |  |  |  | MD | 04/2002 | 919 (TVIC) | Radex Mammo Motorized Film | 26,795.50
|  |  |  |  | MD | 05/2002 | 3857 (DRI) | Dlcom Print/Store | 14,499.11
RADNET CORP | 00-2037.30 | CONTINENTAL | 216 | MD | 09/2006 | 6596 (VAC) | GE Logiq 9 U/S | 175,898.00
|  |  |  |  | MD | 09/2006 | 6597 (VAC) | GE M7C Probe | 10,818.69
|  |  |  |  | MD | 09/2006 | 1752 (WILDOMAR) | Sony Film Station | 26,905.50
|  |  |  |  | MD | 09/2006 | 6598 (LOS COY) | Sony Film Station | 26,905.50
|  |  |  |  | MD | 09/2006 | 6599 (FILM LIB) | Sony Film Station | 26,905.50
|  |  |  |  | MD | 09/2006 | 1753 (WILDOMAR) | Kodak CR500 CR System | 88,333.50
RADNET CORP | 00-2037.40 | CONTINENTAL | 218 | MD | 09/2006 | 1754 (TVIC) | Kodak CR500 CR System | 89,437.50
|  |  |  |  | MD | 09/2006 | 1755 (SUN CITY) | Kodak CR500 CR System | 89,437.50
|  |  |  |  | MD | 09/2006 | 6600 (RB) | Kodak CR500 CR System | 89,437.50
|  |  |  |  | MD | 09/2006 | 6601 (LOS COY) | Kodak CR500 CR System | 89,437.50
RADNET CORP | 00-2037.50 | CONTINENTAL | 219 | MD | 09/2006 | 6602 (PD) | NAI Dicom Box | 10,834.68
|  |  |  |  | MD | 09/2006 | 401 (MODESTO) | NAI Dicom Box | 10,834.68
|  |  |  |  | MD | 09/2006 | 6603 (PS) | GE Logiq U/S System | 57,240.00
|  |  |  |  | MD | 09/2006 | 1758 (TVIC) | CR500 Cassettes & Screen | 3,444.04
|  |  |  |  | MD | 09/2006 | 1759 (WILDOMAR) | CR500 Cassettes & Screen | 8,355.72

CO | G/L# | VENDOR | LEASE # | TYPE | START DATE | ASSET # | DESCRIPTION | COST
|  |  |  | MD | 09/2006 | 1756 (SUN CITY) | CR500 Cassettes & Screen | 3,444.04
|  |  |  | MD | 09/2006 | 6604 (RB) | CR500 Cassettes & Screen | 3,444.04
|  |  |  | MD | 09/2006 | 6605 (LOS COY) | CR500 Cassettes & Screen | 14,859.52
|  |  |  | MD | 09/2006 | 1757 (SUN CITY) | Kodak DVS100 Laser Imager | 32,321.87
|  |  |  | MD | 09/2006 | 6606 (GROVE) | Acuson Aspen CF U/S System | 56,064.66
|  |  |  | MD | 09/2006 | 6607 (GROVE) | EVC8 Endovaginal Transducer | 11,820.00
|  |  |  | MD | 09/2006 | 1760 (TVIC) | RAD-X Mammoscope Mammography Viewer | 29,786.75
TARZANA |  |  |  |  |  |  |  |
RADNET ADV | 54-2072.30 | GE | 8516755-001 | MD | 03/2005 | 6067 | GE #8537637 Excite III MRI | 2,401,669.16
RADNET VALLEJO | 58-2003.00 | MD SERVICES | GE N/P ACQ. MD | 03/2006 | 6308 | Hitachi Aids II MR System | 282,332.62
|  |  |  | LH | 03/2006 | 6309 | Leasehold Improvements | 82,642.69
RADNET IRVINE | 59-2039.01 | HEARTLAND |  | MD | 09/2006 | 6583 | Ultrasound | 117,711.24
RADNET IRVINE | 59-2039.02 | CHERRY CREEK |  | MD | 09/2006 | 6582 | Toshiba Opart .35T MR w/C-Arm | 410,937.00
RADNET CORONA | 87-2039.10 | MARCAP | 1 | MD | 09/2006 | 6584 | Hitachi Altaire 0.7T | 591,250.00
|  |  |  | MD | 09/2006 | 6585 | Siemens Somatom Emotion | 200,000.00
|  |  |  | MD | 09/2006 | 6586 | Kodak Dryview 8900 | 25,000.00
|  |  |  | LH | 09/2006 | 6587 | Leasehold Improvements | 500,000.00
|  |  |  | MD | 09/2006 | 6588 | Dell Medical Digital | 150,000.00
|  |  |  | MD | 09/2006 | 6589 | Acuson 128XP | 25,000.00
|  |  |  | OE | 09/2006 | 6590 | Canon D769 Copier | 450.00
|  |  |  | OE | 09/2006 | 6591 | Konlca 7150 Copier | 1,900.00
|  |  |  | OE | 09/2006 | 6592 | Mita A16060 | 1,500.00
|  |  |  | OE | 09/2006 | 6593 | Mita A16060 | 1,500.00
|  |  |  | OE | 09/2006 | 6594 | Konica 7150 Copier | 1,900.00
|  |  |  | F | 09/2006 | 6595 | Chairs and Desks | 1,500.00
RADNET CORONA | 87-2039.11 | MARCAP | 2 |  | 09/2006 |  | Hitachi Altaire Upgrade(s) | 243,986.00
TOWER |  |  |  |  |  |  |  |
RADSUB WOMENS | 35-2042.00 | GE | 8535962-001 | MD | 08/1999 | 728 | GE XR Gold Mammo | 269,663.74
RADNET I EMERYVILLE 47-2029.00 | GE | 8545636-001 | MD | 07/2006 |  | GE GoldSeal UghtSpeed Plus CT | 631,171.96
DIS MDI | 76-2016.00 | GE | 8536064-001 | MD | 12/2002 | 972 | GE PET GS DISCOVERY w/16 slice | 1,533,675.00
DIS TEMECULA | 89-2037.00 | CONTINENTAL | 188 | MD |  | 1564 | Flat Panel Digital Retrofit System | 251,392.00
|  |  |  | MD |  | 5981 (SDRU) | Dicom Box CA Analog-Digital | 19,761.25
DIS TEMECULA | 89-2050.10 | GE | 8536335-001 | MD | 01/1999 | 391 | GE Horizon LX long Bore MR Scanner | 533,362.50
DIS TEMECULA | 89-2065.00 | GE | 8535299-001 | MD | 02/2002 | 890 | GE Discovery LS PET | 1,292,959.76
PITTSBURG |  |  |  |  |  |  | Accounts receivable of Pittsburg and Napa |
FRI & NAPA |  | HITACHI | 37458 |  | 11/2006 | — | facilities |
RADIOLOGIX |  | U.S. BANK, NA |  |  |  |  | Security interest granted by Radiologix, Inc. in favor of U.S. Bank, N.A. in connection with the covenant defeasance of Radiologix Inc.'s 10.5F% Senior Notes due December 15, 2008. The amount is |
|  |  |  |  |  |  | approximately $170,733,763. | 170,733,763

SCHEDULE 5.3
INVESTMENTS
Advanced Imaging Partners, Inc. owns a 100% interest in Advanced NA, LLC, a Maryland limited liability company, which in turn owns a 35% interest in North Arundel PET Center, LLC, a Maryland limited liability company.
Advanced Imaging Partners, Inc. owns a 100% interest in Advanced Radiology, L.L.C., a Maryland limited liability company, which in turn owns (i) a 1% interest in Advanced PET Imaging of Maryland, L.P., a Maryland limited partnership (Advanced Imaging Partners, Inc. directly owns a 94% interest in such limited partnership), (ii) a 24.8% interest in Carroll County Radiology, LLC, a Maryland limited liability company, (iii) a 50% interest in Greater Baltimore Diagnostic Imaging Partnership, a Maryland general partnership, (iv) a 73.33% interest in MRI at St. Joseph Medical Center, LLC, a Maryland limited liability company, (v) a 50% interest in Health Systems Imaging, LLC, a Maryland limited liability company, and (vi) a 25% interest in MIB Partnership (d/b/a Magnetic Imaging of Baltimore), a Maryland general partnership.
Advanced Imaging Partners, Inc. owns a 49% interest in Franklin Imaging, LLC, a Maryland limited liability company.
Community Imaging Partners, Inc. owns a 90% interest in Montgomery Community Magnetic Imaging Center Limited Partnership, a Maryland limited partnership.
Radiology and Nuclear Medicine Imaging Partners, Inc. owns a 22.4% interest in Magnetic Resonance Imaging Center of Kansas, L.P., a Kansas limited partnership.
Radnet Management, Inc. owns a 50% interest in Palm Springs Medical Imaging, LLC.

SCHEDULE 5.4
CONTINGENT OBLIGATIONS
None

SCHEDULE 5.6
EXCEPTION TO RESTRICTIONS ON FUNDAMENTAL CHANGES
On or shortly following November 15, 2006, Primedex Health Systems, Inc. intends to effect the following changes.

| (1) | Change its name to RadNet, Inc.

| (2) | Increase its authorized shares of common stock to 200,000,000 shares with a par value of $0.0001 per share and increase the authorized number of preferred shares to 30,000,000 with a par value of $0.0001 per share.

| (3) | Implement certain stock transfer restrictions necessary to preserve the Primedex net operating loss carry forward.

| (4) | Effect a one for two reverse stock split.

| (5) | Change its fiscal year to a calendar year ending December 31.

SCHEDULE 5.8
AFFILIATE TRANSACTIONS
Amended and Restated Management and Services Agreement dated January 1, 2004 between Radnet Management and Beverly Radiology Medical Group, III.
Partnership Agreement dated July 11, 1997 between Beverly Radiology Medical Group, Inc. and Pronet Imaging Medical Group, Inc.

SCHEDULE 5.9
BUSINESS DESCRIPTION
Credit Parties operate a group of regional networks currently comprised of one hundred thirty-four (134) diagnostic imaging facilities.

SCHEDULE A
INACTIVE SUBSIDIARIES
Advanced Medical Imaging, Inc.
Advanced NA, LLC Advanced
Radiology, L.L.C. M&S Imaging
Investments, Inc. M&S Imaging
Partners, L.P. M&S Imaging Partners
I, Inc. Questar Kansas, Inc. Questar
Orlando, Inc. Questar PVH, Inc.
Questar San Francisco, Inc. Questar
Tampa, Inc. Radiologix Services, Inc.
San Jose Imaging Partners, Inc.
WB&A Imaging Partners