EMPLOYMENT
AGREEMENT





This Employment Agreement (“Agreement”)
is entered into as of January 1, 2009, by and between RADNET MANAGEMENT, INC., a
Delaware corporation (the “Company”), and MARK D. STOLPER (the
“Employee”).





In consideration of the mutual
covenants and conditions set forth herein, and other good and valuable
consideration, the parties hereby agree as follows:





1.           Employment.  The
Company hereby employs Employee in the capacity of Executive Vice President and
Chief Financial Officer.  Employee accepts such employment and agrees
to perform such services as are customary to such office and as shall from time
to time be assigned to him by the Company.





2.           Term.  Employee’s
employment hereunder shall commence on January 1, 2009 (the “Commencement Date”)
and shall continue until terminated as provided in Section 5. Employee’s
employment will be on a full-time basis requiring the devotion of such amount of
his professional time as is necessary for the efficient operation of the
business of the Company.   Notwithstanding the above, employee
shall be permitted to hold directorships in companies not in competition with
RadNet, positions with charitable organizations, passive business interests and
personal investments.





3.           Compensation and
Benefits.





3.1.           Salary.  For
the performance of Employee’s duties hereunder, the Company shall pay Employee
an annual salary of $350,000, payable (after deducting required withholdings) in
accordance with the Company’s ordinary payroll practices.





3.2.           Bonus.  Employee
will be a participant in all Company bonus or incentive compensation plans that
are generally available to the Company’s corporate officers.





3.3.           Benefits.  Employee
shall be entitled to such medical, disability and life insurance coverage and
such vacation, sick leave and holiday benefits, if any, and any other benefits
as are made available to the Company’s corporate officers, all in accordance
with the Company’s benefits program in effect from time to time.





3.4.           Reimbursement of
Expenses.  Employee shall be entitled to be reimbursed for all
reasonable expenses, including but not limited to expenses for travel, meals and
entertainment, incurred by Employee in connection with and reasonably related to
the furtherance of the Company’s business; provided, however, that the Company
requires as a condition to such reimbursements, that Employee comply with the
Company’s expense reimbursement policies.





3.5.           Annual
Review.  The Company’s Board of Directors (or, if delegated by
the Board of Directors, the Company’s Compensation Committee or Chief Executive
Officer) will, on an annual basis, review Employee’s performance and
compensation hereunder (including salary, bonus and stock options and/or other
equity incentives).




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4.           Change of
Control.





4.1.           In
the event of a Change of Control of the Company (as defined below), all options,
warrants and any other deferred equity compensation then granted to Employee
which are unvested at the date of the Change of Control will vest.





4.2.           Definition.  As
used herein, a “Change of Control” of the Company shall be deemed to have
occurred when:





(a)           The
acquisition by any Person of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of thirty-five percent (35%) or more
of either (A) the then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this Section 4, the following acquisitions shall
not constitute a Change of Control:  (w) any acquisition by the
Company; (x) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary; or (y) any acquisition
by any corporation pursuant to a transaction which complies with clauses (A),
(B) and (C) of subsection (c) below; or





(b)           During
any period of two consecutive years (not including any period prior to the
Effective Date) individuals who constitute the Board on the Effective Date (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the Effective Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or





(c)           Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its subsidiaries,
a sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or stock of another entity by the Company
or any of its Subsidiaries (each a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than fifty percent (50%) of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, thirty-five
percent (35%) or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (C) at least a majority of the members of the Board of
Directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or




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(d)           Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.





For
purposes of this section, (i) “Person” shall have the meaning ascribed to such
term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof,
(ii) “Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time, including rules thereunder and successor provisions and rules
thereto, and (iii) “Effective Date” means the effective date of this Agreement;
provided, however, that with respect to the treatment of stock options or other
stock-based awards, “Effective Date” shall mean the effective date of the plan
under which such options or awards are granted, to the extent that the existence
of a Change in Control is measured by reference to such effective
date.





5.           Termination.





5.1.           Termination
Events.  Employee’s employment hereunder will terminate upon
the occurrence of any of the following events:





(a)           Employee
dies;





(b)           the
Company,by written
notice to Employee or his personal representative, discharges Employee due to
Employee’s Disability (as defined below);





As used
in this Agreement, the term “Disability” shall mean that for a period of at
least 120 days during any twelve consecutive month period on account of a mental
or physical condition, Employee is unable to perform the essential functions of
his job for the Company, with or without reasonable
accommodation.  The determination of Employee’s Disability shall be
made (a) by a medical physician selected or agreed to by the Company or (b) upon
mutual agreement of the Company and Employee or his personal
representative.  All costs relating to the determination of whether
Employee has incurred a Disability shall be paid by the
Company.  Employee shall submit to any examination that is reasonably
required by an examining physician for purposes of determining whether a
Disability exists.




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(c)           Employee
is discharged by the Company for Cause (as defined below):





As used
in this Agreement, the term “Cause” shall mean:





(i)           Employee’s
conviction of (or plea of guilty or nolo contendere to) (A) any
felony or (B) any misdemeanor involving fraud or dishonesty in connection with
the performance of his duties hereunder or moral turpitude; or





(ii)           the
willful and continued failure of Employee for a total of 10 days (which need not
be consecutive days) within any fiscal year of the Company to substantially
perform his duties with the Company (other than any such failure resulting from
illness or Disability) after a written demand for substantial performance from
the Company is delivered to Employee, which demand specifically identifies the
manner in which it is claimed Employee has not substantially performed his
duties, or





(iii)           Employee
has willfully engaged in misconduct which has, or can reasonably be expected to
have, a direct and material adverse monetary effect on the Company.





For
purposes of this Section, no act or failure to act on Employee’s part shall be
considered “willful” unless Employee acted in bad faith or without a reasonable
belief that Employee’s action or omission was in the best interest of the
Company.





(d)           Employee
is discharged by the Company for any reason other than for Cause or Disability,
which the Company may do at any time;





(e)           Employee
voluntarily terminates his employment due to either (i) a material default by
the Company in the performance of any of its obligations hereunder, or (ii) an
Adverse Change in Duties (as defined below), which default or Adverse Change in
Duties remains unremedied by the Company for a period of ten days following its
receipt of written notice thereof from Employee (which notice must reasonably
describe the facts claimed by Employee to constitute the default or Adverse
Change in Duties) (the reasons described in items (i) and (ii) of this paragraph
being referred to herein as “Good Reason”); or




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(f)           Employee
voluntarily terminates his employment for any reason other than Good Reason,
which Employee may do at any time with at least 30 days’ advance
notice.





As used
in this Agreement, “Adverse Change in Duties” means an action or series of
actions taken by the Company and/or the Board of Directors of the Company,
without Employee’s prior written consent, which results in:





(i)           A
change in Employee’s reporting structure, titles, job duties or job functions
which results in a material diminution of his status, control, authority or
level of responsibility; or





(ii)           The
assignment to Employee of any positions, duties or responsibilities which are
materially inconsistent with Employee’s positions, duties and responsibilities
or status with the Company; or





(iii)           A
requirement by the Company that Employee be based or perform his duties anywhere
other than (i) where they are currently performed, or (ii) at the Company’s
corporate office location on the date of this Agreement.





5.2.           Effects of
Termination.





(a)           Upon
termination of Employee’s employment hereunder for any reason, the Company will
promptly pay Employee all compensation owed to Employee and unpaid through the
effective date of termination (including without limitation salary and
Employee’s properly documented expense reimbursements).





(b)           In
addition, if Employee’s employment is terminated under Sections 5.1 (d) or (e),
then the Company shall also pay Employee, not later than the fifteenth day after
the effective date of such termination of employment, a lump sum severance
payment in an amount equal to the sum of the product of Employee’s then current
annual salary for one year multiplied by two.  In addition, all
options, warrants and any other deferred equity compensation then granted to
Employee which are unvested at the date the Employee’s employment is terminated
under Sections 5.1 (d) or (e) will immediately vest.





In
addition, the Company shall continue to provide Employee with medical and life
insurance coverage in accordance with the Company’s benefits program described
in Section 3.3 until the earlier of (i) the two-year anniversary of the
effective date of Employee’s termination of employment or (ii) the date on which
Employee obtains substantially equivalent benefits from another
party.




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5.3.           Confidentiality After
Termination.  Immediately upon Employee's execution of this
Agreement and on an on-going basis, the Company agrees that it shall
provide to Employee confidential information and trade secrets of the
Company and its business  (“Confidential Information”). In consideration
of, among other things, the Company’s obligation to disclose confidential
information to Employee and his receipt of that confidential information,
Employee agrees that during his employment with the Company and for the one year
period following the termination of Employee’s employment hereunder, Employee
will not, directly or indirectly, whether as an individual, employee, director,
consultant, investor, stockholder, partner, agent, principal, lender or advisor,
or in any other capacity whatsoever, and whether personally or through other
persons:





(a)           provide
services, to the extent any such services require his use of Confidential
Information, to any person, firm, corporation or other business enterprise whose
primary business involves (i) owning or operating diagnostic imaging centers or
the provision of diagnostic imaging services, (ii) providing administrative,
management or other information services to radiology practices or (iii)
providing management services in the area of radiology, in each case unless he
obtains the prior written consent of the Company.





(b)           solicit,
or attempt to encourage or solicit, any individual to leave the Company’s employ
for any reason or interfere in any other manner with the employment
relationships between the Company and its current or prospective employees or
any employee who has been employed by the Company within ninety days preceding
Employee's termination.





(c)           utilize
Confidential Information to directly or indirectly induce or attempt to induce
any provider, payor, customer, supplier, distributor, licensee or other business
relation of the Company to cease doing, or curtail, business with the Company or
in any way interfere with the existing business relationship between any such
customer, supplier, distributor, licensee or other business relation and the
Company.





If any
restriction set forth in this paragraph is held to be unreasonable and/or
unenforceable as written, Employee and the Company agree that the restriction
may be reformed to make it enforceable, and the restriction shall remain in full
force and effect as reformed.





Employee
acknowledges that the restrictions contained in this paragraph in view of the
nature of the Company’s business, are reasonable and necessary to protect the
Company’s legitimate business interests and that any violation of this paragraph
would result in irreparable injury to the Company, and that monetary damages may
not be sufficient to compensate the Company for any economic loss which may be
incurred by reason of breach of the foregoing restrictive
covenants.  In the event of a breach or a threatened breach by
Employee of any provision in this paragraph, the Company shall be entitled to
cease making any and all payments otherwise payable to Employee on termination
under this Agreement and to seek a temporary restraining order and injunctive
relief restraining Employee from the commission of any breach, and to recover
the Company’s attorneys’ fees, costs and expenses related to the breach or
threatened breach.  Nothing contained in this paragraph shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for any breach or threatened breach, including, without limitation, the
recovery of money damages, attorneys’ fees, and costs.  The
restrictions in this paragraph shall each be construed as independent of any
other provisions in this Agreement, and the existence of any claim or cause of
action by Employee against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement of this
Agreement.




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If
Employee violates any of the restrictions contained in this paragraph, the
restrictive period will be suspended and will not run in favor of Employee from
the time of the commencement of any violation until the time when Employee cures
the violation to the Company’s satisfaction.





Upon
Termination, Employee shall return to the Company any and all Confidential
Information relating to the Company and its Business.





6.           General
Provisions.





6.1.           Assignment.  Employee
shall not assign or delegate any of his rights or obligations under this
Agreement without the prior written consent of the Company, and any attempted
assignment without the Company’s consent shall be void ab initio.  The
Company may assign this Agreement to any successor of the Company or any
purchaser of all or substantially all of the assets of the Company.





6.2.           Entire
Agreement.  This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
and all prior agreements between the parties relating to such subject
matter.  In the case of any conflict between the terms of this
Agreement and any option agreement or similar instrument, the terms of this
Agreement shall control.





6.3.           Modifications.  This
Agreement may be changed or modified only by an agreement in writing signed by
both parties hereto.





6.4.           Successors and
Assigns.  The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and permitted
assigns and Employee and Employee’s legal representatives, heirs, legatees,
distributees, assigns and transferees by operation of law, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join and be bound by the terms and conditions hereof.





6.5.           Governing
Law.  This Agreement is performable in whole or in part in Los
Angeles County, California wherein exclusive venue shall lie for any proceeding,
claim or controversy, and shall be governed by, and construed in accordance
with, the laws of the State of California, without giving effect to any
conflict-of-laws principles.




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6.6.           Severability.  If
any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect.





6.7.           Further
Assurances.  The parties will execute such further instruments
and take such further actions as may be reasonably necessary to carry out the
intent of this Agreement.





6.8.           Notices.  Any
notices or other communications required or permitted hereunder shall be in
writing and shall be deemed received by the recipient when delivered personally
or, if mailed, five days after the date of deposit in the United States mail,
certified or registered, postage prepaid and addressed, in the case of the
Company, to Radnet Management, Inc., 1510 Cotner Ave., Los Angeles, CA
90025-3303, attention:  General Counsel; and in the case of Employee,
to the address shown for Employee on the signature page hereof.





6.9.           No
Waiver.  The failure of either party to enforce any provision
of this Agreement shall not be construed as a waiver of that provision, nor
prevent that party thereafter from enforcing that provision of any other
provision of this Agreement.





6.10.           Legal Fees and
Expenses.  In the event of any disputes under this Agreement,
each party shall be responsible for its own legal fees and expenses which it may
incur in resolving such dispute, unless otherwise prohibited by applicable law
or a court of competent jurisdiction.





6.11.           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.





6.12.           Arbitration.Any controversy, dispute
or claim (“Claim”) whatsoever between Employee, on the one hand, and Company, or
any of its employees, directors, officers, and agents (collectively “Company
Parties”), on the other hand, shall be settled by binding arbitration, at the
request of either party, in accordance with the Employment Dispute Resolution
Procedures of the American Arbitration Association or other similar organization
agreed to by the parties.  The claims covered by this Agreement
include, but are not limited to, claims for wages and other compensation, claims
for breach of contract (express or implied) tort claims, claims for
discrimination (including, but not limited to, race, sex, sexual orientation,
religion, national origin, age, marital status, medical condition, and
disability), and claims for violation of any federal, state, or other government
law, statute, regulation or ordinance, except for claims for worker’s
compensation or unemployment insurance benefits.  Nothing contained in
this Agreement shall prohibit Employee from filing a charge of discrimination
with the Equal Employment Opportunity Commission and/or the Department of Fair
Employment and Housing, and cooperating in the investigation of
such.




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The
chosen arbitration administrator shall give each party a list of names drawn
from its panel of employment arbitrators.  The arbitrator shall apply
California substantive law and the California Evidence Code to the
proceeding.  The demand for arbitration must be in writing and made
within the applicable statute of limitations period.  The arbitration
shall take place in Los Angeles County, California.  The parties shall
be entitled to conduct reasonable discovery, including, without limitation,
conducting depositions, requesting documents and propounding
interrogatories.  The arbitrator shall have the authority to resolve
discovery disputes, including but not limited to determining what constitutes
reasonable discovery.  The arbitrator shall prepare in writing and
provide to the parties a decision and award, which shall include factual
findings and the reasons upon which a decision is based.





Except as
otherwise required by law, the decision of the arbitrator shall be binding and
conclusive on the parties.  Judgment upon the award rendered by the
arbitrator may be entered in any court having proper
jurisdiction.  The fees for the arbitrator shall be paid by
Company.  Each party shall bear its or his own fees and costs incurred
in connection with the arbitration except for any attorneys’ fees or costs which
are awarded to a party by the Arbitrator pursuant to a statute or contract which
provides for recovery of such fees and/or costs from the other
party.





Both
Company and the Employee understand and agree that by using arbitration to
resolve any Claims between Employee and Company or any or all the Company
Parties they are giving up any right that they may have to a judge or jury trial
with regard to those Claims.





IN
WITNESS WHEREOF, the Company and Employee have executed this Agreement,
effective as of the day and year first above written.





COMPANY:
              
              EMPLOYEE:RADNET
      MANAGEMENT, INC.By:
              /s/ Howard G. Berger, M.D.
              
              /s/ Mark D. StolperHoward
      G. Berger, M.D., President
              
              Mark
      D. Stolper




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