Exhibit
10.11


 


Execution Copy


 


InSight Health Services
Holdings Corp.


 


CONSULTING AGREEMENT


 


THIS AGREEMENT is entered into as of October 26, 2007,
by and between Richard Nevins (“Consultant”) and InSight Health Services
Holdings Corp., a Delaware corporation (the “Company”). The Company and
Consultant are sometimes collectively referred to herein as the “Parties” and
individually as a “Party”.


 


Consultant is a director of the Company. The Company
desires to obtain the services of Consultant to consult with and perform
services as an independent contractor for the Company with respect to its
businesses, and Consultant desires to provide services to the Company upon the
terms and conditions set forth in this Agreement.


 


In consideration of the mutual covenants and
agreements set forth herein, the Parties agree as follows:


 


1.             Consulting
Services. The Company hereby engages Consultant as an independent
contractor, and not as an employee, to render consulting services to the
Company as hereinafter provided, and Consultant hereby accepts such engagement,
commencing as of October 29, 2007. The engagement as a consultant shall be on a
week-to-week basis (the “Consulting Period”). Consultant shall have the
official title of Interim Chief Executive Officer. During the Consulting
Period, Consultant shall render such consulting services to the Company in
connection with the Company’s business as would be consistent with the job of
Interim Chief Executive Officer, and shall be responsible to and report to the
Board of Directors of the Company (the “Board”).


 


2.             Compensation;
Reimbursement. In consideration of Consultant’s consulting services set
forth in paragraph 1 above, the Company shall pay to Consultant $10,000 per
week (the “Consulting Payment”), which shall be earned as of the first business
day of each week. At the conclusion of the Consulting Period, at the request of
Consultant, the Board will consider a request by Consultant for payment of a
discretionary bonus (the “Discretionary Bonus”). Consultant shall have no right
to the Discretionary Bonus under any circumstances, it being understood that
any such award is at the complete and sole discretion of the Board, taking into
account any and all factors that the Board may determine. During the Consulting
Period, Consultant shall not be entitled to any meeting fees or committee fees
that would otherwise be earned in connection with his service as a director of
the Company or member of any committee of the Board, but shall be entitled to
the annual retainer payments. Consultant shall be entitled to any equity award
that would otherwise be earned by him as a director of the Company. Consultant
shall not be entitled to any fringe benefits, perquisites or other employee
benefits from the Company. The Company shall reimburse Consultant for all
reasonable out-of-pocket expenses incurred by him in the course of performing
services under this Agreement, including the cost of temporary accommodations
at a location convenient to the Company’s headquarters, and which are otherwise
consistent with the Company’s policies in effect from time to time with


 

















 


respect to travel, entertainment and other business
expenses, subject to the Company’s requirements with respect to reporting and
documentation of such expenses.


 


3.             Confidential
Information. Consultant acknowledges that the information, observations and
data relating to the business of the Company and its subsidiaries which
Consultant has obtained as a director of the Company and its subsidiaries or
shall obtain during the course of his association with the Company and its
subsidiaries and his performance under this Agreement are the property of the
Company and its subsidiaries. Consultant agrees that he shall not use for his
own purposes or disclose to any third party any of such information,
observations or data without the prior written consent of the Board, unless and
to the extent that the aforementioned matters become generally known to and
available for use by the public other than as a result of Consultant’s acts or
omissions. Consultant shall deliver to the Company at the end of the Consulting
Period, or at any other time the Company may request, all memoranda, notes,
plans, records, reports, computer tapes, printouts and software and other
documentation (and copies thereof) relating to the business of the Company and
its subsidiaries which Consultant may then possess or have under his control.


 


4.             Inventions
and Patents. Consultant acknowledges that all inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports and
all similar or related information (whether patentable or not) which relate to
the actual or anticipated business, research and development or existing or
future products or services of the Company and its subsidiaries and which are
conceived, developed or made by him during the Consulting Period (“Work Product”)
belong to the Company. Consultant shall promptly disclose such Work Product to
the Company and perform all actions reasonably requested by the Company
(whether during or after the Consulting Period) to establish and confirm such
ownership (including, without limitation, assignments, powers of attorney and
other instruments).


 


5.             Tax
Returns. Consultant shall file all tax returns and reports required to be
filed by him on the basis that Consultant is an independent contractor, rather
than an employee, as defined in Treasury Regulation §31.3121(d)-1(c)(2). Consultant
shall be solely responsible for all taxes, including federal, state and local
income taxes, FICA, FUTA or similar taxes that may result from his performing
services to the Company pursuant to this Agreement.


 


6.             Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the Company and its affiliates, successors and assigns and shall be binding
upon and inure to the benefit of Consultant and his legal representatives and
assigns; provided that in no event shall Consultant’s obligations to perform
future services for the Company be delegated or transferred by Consultant
without the prior written consent of the Company (which consent may be withheld
in its sole discretion). The Company may assign or transfer its rights
hereunder to any of its affiliates or to a successor corporation in the event
of merger, consolidation or transfer or sale of all or substantially all of the
assets of the Company.


 


7.             Modification
or Waiver. No amendment, modification or waiver of this Agreement shall be
binding or effective for any purpose unless it is made in a writing signed by
the Party against who enforcement of such amendment, modification or waiver is
sought. No course of dealing between the Parties to this Agreement shall be
deemed to affect or to modify,


 


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amend or discharge any provision or term of this
Agreement. No delay on the part of the Company or Consultant in the exercise of
any of their respective rights or remedies shall operate as a waiver thereof,
and no single or partial exercise by the Company or Consultant of any such
right or remedy shall preclude other or further exercises thereof. A waiver of
right or remedy on any one occasion shall not be construed as a bar to or
waiver of any such right or remedy on any other occasion.


 


8.             Governing Law. All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without giving effect to any choice of law or conflict
of law rules or provisions (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware.


 


9.             Severability.
Whenever possible each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Agreement shall be held to be prohibited
by or invalid under such applicable law, then such provision or term shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating or affecting in any manner whatsoever the remainder of such
provision or term or the remaining provisions or terms of this Agreement.


 


10.           No
Strict Construction. The language used in this Agreement shall be deemed to
be the language chosen by the Parties hereto to express their mutual intent,
and no rule of strict construction shall be applied against any Party.


 


11.           Notice.
Any notice required or permitted hereunder shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit with a
reputable overnight courier, with delivery charges prepaid, addressed to the
other Party hereto at his or its address shown below:


 


	
   

  	
  The Company:

  
	
   

  	
   

  
	
   

  	
  InSight Health Services
  Holdings Corp.

  26250 Enterprise Court

  Suite 100

  Lake Forest, CA 92630

  Attn: General Counsel

  
	
   

  	
   

  
	
   

  	
  Consultant:

  
	
   

  	
   

  
	
   

  	
  Richard Nevins

  22 Hillcrest Road

  Tiburon, CA 94920

  



 


or at such other address as such Party may designate
by ten days advance written notice to the other Party.


 


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12.           Captions.
The captions used in this Agreement are for convenience of reference only and
do not constitute a part of this Agreement and shall not be deemed to limit,
characterize or in any way affect any provision of this Agreement, and all
provisions of this Agreement shall be enforced and construed as if no caption
had been used in this Agreement.


 


13.           Counterparts.
This Agreement may be executed in counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.


 


	
   

  	
  InSight Health Services
  Holdings Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  EVP and Chief Financial
  Officer 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ R. Nevins

  
	
   

  	
   

  	
  Richard Nevins