Execution
Version





PERSONAL AND
CONFIDENTIAL





March 12,
2010





RadNet,
Inc.


RadNet
Management, Inc.


1510
Cotner Avenue


Los
Angeles, CA 90025


Attention:  Dr.
Howard Berger, President and


Chief
Executive Officer





Commitment and Term Loan
Engagement Letter





Ladies
and Gentlemen:




RadNet
Management, Inc. (the “Borrower”) and
RadNet, Inc. (“Holdings” and
together with the Borrower “you”) have advised
Barclays Capital (“Barclays Capital”),
the investment banking division of Barclays Bank PLC (“Barclays Bank”),
Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank
Trust Company Americas (“DBTCA”), General
Electric Capital Corporation (“GECC”), GE Capital
Markets, Inc. (“GECM”), Royal Bank of
Canada (“Royal
Bank”), RBC Capital Markets1 (“RBC Capital Markets”)
and Jefferies Finance LLC (“Jefferies” and
together with Barclays Capital, Barclays Bank, DBSI, DBTCA, GECC, GECM, Royal
Bank and RBC Capital Markets, the “Commitment Parties”,
“we”or“us”), that you intend
to enter into a senior secured credit facility for the Borrower (the “Credit Facility”),
which is comprised of a $100.0 million aggregate principal amount revolving
credit facility and a term loan facility anticipated to be in an aggregate
principal amount of $275.0 million and to consummate the Transactions (as
defined in Exhibit A), in each case on the terms and subject to the conditions
set forth in this Commitment and Term Loan Engagement Letter and Exhibits A
and B (collectively, the “Commitment
Letter”).




You have
also advised us that the total cost of the Transactions (including, but not
limited to, related fees, commissions and expenses) and related ongoing working
capital requirements of the Borrower will be approximately $585.0 million
and will be financed from the following sources:




·
            $275.0
      million under a senior secured first lien term loan facility (the “Term Facility”)
      having the terms set forth in
Exhibit A;




·
            $100.0 million
      under a senior secured first lien revolving credit facility (the “Revolving
      Facility” and, together with the Term Facility, the “Credit
      Facilities”) having the terms set forth in Exhibit A;
      and




·
            the
      issuance by the Borrower of $210.0 million of unsecured senior notes
      (the “Notes”)
      pursuant to a registered public offering or Rule 144A or other
      private placement (the “Notes
      Offering”).







1 RBC
Capital Markets is the brand name for the capital markets activities of Royal
Bank of Canada and its affiliates.


1


March
12, 2010


RadNet,
Inc.


RadNet
Management, Inc.





We are
pleased to confirm the arrangements under which (i) Barclays Bank is exclusively
authorized by the Borrower and Holdings to act as sole and exclusive
administrative agent and collateral agent and (ii) each of Barclays Capital,
DBSI, GECM and RBC Capital Markets are exclusively authorized by the Borrower
and Holdings to act as joint lead arrangers and joint bookrunners, in each case,
in connection with the Credit Facilities, on the terms and subject to the
conditions set forth in this Commitment Letter.




1.
            Commitments and Agency
      Roles




You
hereby appoint Barclays Bank to act, and Barclays Bank hereby agrees to act, as
sole and exclusive administrative agent (in such capacity, the “Administrative
Agent”) and collateral agent (in such capacity, the “Collateral Agent”),
in each case for the Credit Facilities.  You hereby appoint each of
Barclays Capital, DBSI, GECM and RBC Capital Markets to act, and each of
Barclays Capital, DBSI, GECM and RBC Capital Markets hereby agrees to act, as
joint lead arrangers and joint bookrunners (in such capacities, the “Joint Lead
Arrangers”) for the Credit Facilities.  Each of the Joint Lead
Arrangers, the Administrative Agent and the Collateral Agent will have the
rights and authority customarily given to financial institutions in such roles,
but shall have no duties other than those expressly set forth herein and in the
Loan Documents (as defined below).  It is agreed that Barclays Bank
shall have “left” placement in any and all marketing materials or other
documentation used in connection with the Credit Facilities and shall hold the
leading role and responsibilities conventionally associated with such “left”
placement.  GECM shall have second placement immediately to the right
of Barclays Bank.




In
connection with the Credit Facilities, (i) Barclays Bank is pleased to advise
you of its several (but not joint) commitment to provide $23.75 million of the
Revolving Facility, (ii) DBTCA is pleased to advise you of its several (but not
joint) commitment to provide $23.75 million of the Revolving Facility, (iii)
GECC is pleased to advise you of its several (but not joint) commitment to
provide $23.75 million of the Revolving Facility, (iv) Royal Bank is pleased to
advise you of its several (but not joint) commitment to provide $23.75 million
of the Revolving Facility and (v) Jefferies is pleased to advise you of its
several (but not joint) commitment to provide $5.0 million of the Revolving
Facility, in each case on the terms and subject to the conditions set forth in
this Commitment Letter and the Fee Letter (as defined below).  In such
capacity, Barclays Bank, DBTCA, GECC, Royal Bank and Jefferies are the “Initial
Lenders” and each is an “Initial Lender.”  It is understood and agreed
that none of the Commitment Parties is hereby committing to provide any portion
of the Term Facility and that any such commitment would be evidenced by a
separate agreement from such Commitment Party.




Our fees
for services related to the Credit Facilities are set forth in a separate fee
letter (the “Fee
Letter”) between Holdings, the Borrower and the Joint Lead Arrangers
entered into on the date hereof.  In consideration of the execution
and delivery of this Commitment Letter by the Joint Lead Arrangers, you jointly
and severally agree to pay the fees and expenses set forth in Exhibit A and in
the Fee Letter as and when payable in accordance with the terms hereof and
thereof.  You agree that no other titles will be awarded and no
compensation (other than as expressly contemplated by this Commitment Letter and
the Fee Letter) will be paid in connection with the Credit Facilities unless you
and we shall so agree.




2




March
12, 2010
 RadNet,
Inc.
 RadNet
Management, Inc.




2.
            Conditions
      Precedent




Our
commitments hereunder and our agreements to perform the services described
herein are subject, in our discretion, to the following conditions:
(i) there shall not have been, sinceDecember 31, 2009
(the date of the most recent audited financial statements for the Borrower
furnished to us), any event, change, effect, development, circumstance or
condition that the Commitment Parties determine has caused or could reasonably
be expected to cause a material adverse change or a prospective material adverse
change in or affecting the business, general affairs, assets, liabilities,
operations, management, condition (financial or otherwise), equity holders’
equity, results of operations or value of Holdings and its subsidiaries, taken
as a whole, or that calls into question in any material respect the projections
previously supplied to the Commitment Parties or any of the material assumptions
on which such projections were prepared, as determined by the Commitment Parties
in their sole discretion; (ii) compliance with the terms and conditions of
this Commitment Letter and the Fee Letter, including without limitation the
conditions set forth in Exhibit B; (iii) the Borrower having received
commitments to provide an aggregate principal amount of the Term Facility equal
to at least $275.0 million from banks, financial institutions and other
institutional lenders reasonably acceptable to the Commitment Parties, upon the
terms and subject to the conditions set forth or referred to in this Commitment
Letter or Exhibit A or B hereto or otherwise reasonably satisfactory to the
Commitment Parties; (iv) the Borrower shall have been assigned a corporate
family rating by Moody’s Investor Service, Inc. (“Moody’s”) and a
corporate credit rating by Standard & Poor’s Ratings Group, a division of
The McGraw Hill Corporation (“S&P”); (v) the
Credit Facilities and the Notes shall have been assigned a credit rating by each
of Moody’s and S&P; and (vi) the satisfactory negotiation, execution and
delivery of definitive loan documents relating to the Credit Facilities
including without limitation a credit agreement, guarantees, security
agreements, pledge agreements, opinions of counsel and other related definitive
documents (collectively, the “Loan Documents”) to
be based upon and substantially consistent with the terms set forth in this
Commitment Letter and otherwise satisfactory to the Commitment Parties, and to
be prepared by counsel to the Joint Lead Arrangers.  Our commitments
and agreements to perform the services described herein are also conditioned
upon and made subject to our not becoming aware after the date hereof of any new
or inconsistent information or other matter not previously disclosed to us
relating to Holdings, the Borrower or the Transactions, which we, in our
reasonable judgment, deem material and adverse relative to the information or
other matters disclosed to us prior to the date hereof.




3.
            Syndication




The Joint
Lead Arrangers intend and reserve the right to syndicate the Credit Facilities
to the Lenders (as respectively defined in Exhibit A).  The Joint
Lead Arrangers will select the Lenders after consultation with the
Borrower.  The Joint Lead Arrangers will lead the syndication,
including determining the timing of all offers to potential Lenders, any title
of agent or similar designations or roles awarded to any Lender and the
acceptance of commitments and the amounts offered.  The Joint Lead
Arrangers will determine, subject to approval of the Borrower, the final
commitment allocations.  Each of Holdings and the Borrower agrees to
use all commercially reasonable efforts to ensure that the Joint Lead Arrangers’
syndication efforts benefit from the existing lending and investment banking
relationships of Holdings, the Borrower and their respective
subsidiaries.  To facilitate an orderly and successful syndication of
the Credit Facilities, you agree that, until the earlier of the termination of
the syndication as determined by the Joint Lead Arrangers and 90 days
following the date of initial funding under the Credit Facilities, Holdings and
the Borrower will not syndicate or issue, attempt to syndicate or issue,
announce or authorize the announcement of the syndication or issuance of, engage
in discussions concerning the syndication or issuance of, or offer, place or
arrange any debt facility or any debt or equity security of the Borrower or
Holdings or any of their respective subsidiaries or affiliates (other than the
Credit Facilities and the Notes), including any renewals or refinancings of any
existing debt facility or debt security, without the prior written consent of
the Joint Lead Arrangers.




3




March
12, 2010
 RadNet,
Inc.
 RadNet
Management, Inc.




Holdings
and the Borrower agree to cooperate with us and provide information reasonably
required by us in connection with: (i) the preparation of, as soon as
practicable after the date of this Commitment Letter, an information memorandum
regarding the business, operations, financial projections and prospects of
Holdings and the Borrower (which will include the financial information and
projections described in Exhibit B) including without limitation the delivery of
all information relating to the Transactions prepared by or on behalf of
Holdings or the Borrower deemed reasonably necessary by the Joint Lead Arrangers
to complete the syndication of the Credit Facilities (including without
limitation obtaining, prior to the launch of syndication, (a) a corporate family
rating from Moody’s and a corporate credit rating from S&P and (b) a credit
rating for the Credit Facilities and the Notes from each of Moody’s and
S&P); and (ii) the hosting, with the Joint Lead Arrangers, of one or more
meetings with prospective Lenders and, in connection with any such meeting,
consulting with the Joint Lead Arrangers with respect to the presentations to be
made and making available appropriate senior management, representatives and
advisors of Holdings and the Borrower to rehearse such presentations prior to
any such meeting, as reasonably requested by the Joint Lead Arrangers and
including, if requested by the Joint Lead Arrangers, direct contact between
appropriate senior management, representatives and advisors of Holdings and the
Borrower with prospective Lenders.




The
Borrower will be solely responsible for the contents of any such information
memorandum and presentation and all other information, documentation or other
materials delivered to us in connection therewith and the Borrower acknowledges
that we will be using and relying upon such information without independent
verification thereof.  The Borrower agrees that such information
regarding the Credit Facilities and information provided by Holdings, the
Borrower or their respective representatives to the Joint Lead Arrangers in
connection with the Credit Facilities (including without limitation draft and
execution versions of the Loan Documents, such information memorandum, such
presentation, publicly filed financial statements and draft or final offering
materials relating to contemporaneous or prior securities issuances by Holdings
or the Borrower) may be disseminated to potential Lenders and other persons
through one or more internet sites (including an IntraLinks or SyndTrak
workspace) created for purposes of syndicating the Credit Facilities or
otherwise in accordance with the Joint Lead Arrangers’ standard syndication
practices (including hard copy and via electronic transmissions).




At the
request of the Joint Lead Arrangers, the Borrower agrees to prepare a version of
the information memorandum and presentation that does not contain material
non-public information concerning Holdings, the Borrower, their respective
affiliates or their securities.  In addition, the Borrower agrees that
unless specifically labeled “Private — Contains Non-Public Information,” no
information, documentation or other data disseminated to prospective Lenders in
connection with the syndication of the Credit Facilities, whether through an
internet site (including without limitation an IntraLinks or SyndTrak
workspace), electronically, in presentations, at meetings or otherwise will
contain any material non-public information concerning Holdings, the Borrower,
their respective affiliates or their securities.  The Borrower further
agrees that the following documents contain information that is otherwise
publicly available (unless the Borrower notifies us promptly that such document
contains material non-public information): (x) draft and execution versions of
the Loan Documents, (y) administrative materials prepared by the Joint Lead
Arrangers for prospective Lenders (including without limitation a lender meeting
invitation, lender allocations, if any, and funding and closing memoranda) and
(z) notifications of changes in the terms and conditions of the Credit
Facilities.




4.
            Information




Holdings
and the Borrower represent, warrant and covenant that (i) all information
(other than projections) provided directly or indirectly by or on behalf of the
Borrower or Holdings to the Joint Lead Arrangers, the Commitment Parties, the
Lenders or any of their respective affiliates in connection with the
Transactions is and will be, when taken as a whole, complete and correct in all
material respects and does not and will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
contained therein not misleading and (ii) the projections that have been or
will be made available to the Joint Lead Arrangers, the Commitment Parties, the
Lenders or any of their respective affiliates by or on behalf of the Borrower or
Holdings have been and will be prepared in good faith based upon accounting
principles consistent with the historical audited financial statements of the
Borrower and upon assumptions that are believed by the preparer thereof to be
reasonable at the time made and at the time such projections are made available
to the Joint Lead Arrangers, the Commitment Parties, the Lenders or any of their
respective affiliates.  You agree that if at any time prior to the
Closing Date any of the representations in the preceding sentence would be
incorrect in any material respect if the information and projections were being
furnished, and such representations were being made, at such time, then you will
promptly supplement, or cause to be supplemented, the information and
projections so that such representations will be correct in all material
respects under those circumstances.




4




March
12, 2010
 RadNet,
Inc.
 RadNet
Management, Inc.




Holdings
and the Borrower recognize that, in providing our services pursuant to this
Commitment Letter, we will rely upon and assume the accuracy and completeness of
all of the financial, accounting, tax and other information discussed with or
reviewed by us for such purposes, and we do not assume responsibility for the
accuracy or completeness thereof.  The Joint Lead Arrangers will have
no obligation to conduct any independent evaluation or appraisal of the assets
or liabilities of Holdings, the Borrower or any other party or to advise or
opine on any related solvency issues.




5.
            Indemnification




To induce
us to enter into this Commitment Letter and the Fee Letter and to proceed with
the documentation of the Credit Facilities, you hereby agree to indemnify and
hold harmless the Administrative Agent, the Collateral Agent, the Joint Lead
Arrangers, the Commitment Parties, and each other agent or co-agent (if any)
designated by the Joint Lead Arrangers with respect to the Credit Facilities,
each Initial Lender and their respective affiliates and each partner, trustee,
shareholder, director, officer, employee, advisor, representative, agent,
attorney and controlling person thereof (each of the above, an “Indemnified Person”)
from and against any and all actions, suits, proceedings (including any
investigations or inquiries), claims, losses, damages, liabilities or expenses,
joint or several, of any kind or nature whatsoever that may be brought by the
Borrower, the Guarantors (as defined in Exhibit A), any of their respective
affiliates or any other person or entity and which may be incurred by or
asserted against or involve any Indemnified Person as a result of or arising out
of or in any way related to or resulting from this Commitment Letter, the Fee
Letter, the Credit Facilities, the Transactions or any related transaction
contemplated hereby or thereby or any use or intended use of the proceeds of the
Credit Facilities and, upon demand, to pay and reimburse each Indemnified Person
for any reasonable legal or other out-of-pocket expenses paid or incurred in
connection with investigating, defending or preparing to defend any such action,
suit, proceeding (including any inquiry or investigation) or claim (including
without limitation in connection with the enforcement of the indemnification
obligations set forth herein), whether or not any Indemnified Person is a party
to any action, suit, proceeding or claim out of which any such expenses arise;
provided that
you will not have to indemnify an Indemnified Person against any claim, loss,
damage, liability or expense to the extent the same resulted from the gross
negligence or willful misconduct of such Indemnified Person (to the extent
determined by a court of competent jurisdiction in a final and non-appealable
judgment).  Notwithstanding any other provision of this Commitment
Letter, no Indemnified Person will be responsible or liable to you or any other
person or entity for damages arising from the use by others of any information
or other materials obtained through internet, electronic, telecommunications or
other information transmission systems.




The
indemnity and reimbursement obligations of Holdings and the Borrower under this
Section 5 will be in addition to any liability which Holdings and the Borrower
may otherwise have and will be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of Holdings and the
Borrower and the Indemnified Persons.




5




March
12, 2010
 RadNet,
Inc.
 RadNet
Management, Inc.




Neither
we nor any other Indemnified Person will be responsible or liable to you or any
other person or entity for any indirect, special, punitive, exemplary,
incidental or consequential damages which may be alleged as a result of this
Commitment Letter, the Fee Letter or the Transactions.




6.
            Assignments




This
Commitment Letter may not be assigned by you without the prior written consent
of each of the Commitment Parties (and any purported assignment without such
consent will be null and void), is intended to be solely for the benefit of the
parties hereto and is not intended to confer any benefits upon, or create any
rights in favor of, any person (including equity holders, employees or creditors
of the Borrower or Holdings) other than the parties hereto (and any Indemnified
Person).  Each of the Initial Lenders may assign its commitments and
agreements hereunder, in whole or in part, to any of its affiliates, additional
arrangers or any Lender (including without limitation as provided in Section 3
above) and upon such assignment, such Initial Lender will be released from that
portion of its commitments and agreements hereunder that has been
assigned.  This Commitment Letter (including the Exhibits) may not be
amended or any term or provision hereof waived or modified except by an
instrument in writing signed by each of the parties hereto.




7.
            USA PATRIOT Act
      Notification




The Joint
Lead Arrangers hereby notify the Borrower, Holdings and the other Guarantors
that, pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it and
each Lender may be required to obtain, verify and record information that
identifies the Borrower, Holdings and the other Guarantors, which information
includes the name and address of the Borrower, Holdings and the other
Guarantors, tax identification number and other information that will allow the
Joint Lead Arrangers and each Lender to identify the Borrower, Holdings and the
other Guarantors in accordance with the Patriot Act.  This notice is
given in accordance with the requirements of the Patriot Act and is effective
for the Joint Lead Arrangers and each Lender.




8.
            Sharing Information;
      Affiliate Activities; Absence of Fiduciary
    Relationship




Please
note that this Commitment Letter, the Fee Letter and any written or oral
communications provided by the Commitment Parties, the Joint Lead Arrangers or
any of their affiliates in connection with the Transactions are exclusively for
the information of the board of directors and senior management of Holdings and
the Borrower and may not be disclosed to any other person or entity or
circulated or referred to publicly without our prior written consent except that
(a) to the extent required by law, the Borrower may disclose this Commitment
Letter (but not including the Exhibits attached hereto except as may be redacted
in a manner reasonably acceptable to the Joint Lead Arrangers) in filings with
the Securities and Exchange Commission and other applicable regulatory
authorities and stock exchanges, and (b) after providing written notice to the
Commitment Parties and the Joint Lead Arrangers, pursuant to applicable law or
compulsory legal process, including without limitation a subpoena or order
issued by a court of competent jurisdiction or by a judicial, administrative or
legislative body or committee; provided that if this
Commitment Letter is disclosed pursuant to applicable law or compulsory legal
process it will be disclosed under seal or, if the applicable court denies a
motion to file this Commitment Letter under seal and requires a redacted version
of this Commitment Letter to be filed and/or disclosed, a redacted version of
this Commitment Letter which redacts all information regarding fees and interest
rates and which is reasonably acceptable to the Joint Lead Arrangers will be
filed and/or disclosed; provided further that
we hereby consent to your disclosure of (i) this Commitment Letter and such
communications to the Borrower’s and Holdings’ respective officers, directors,
agents and advisors who are directly involved in the consideration of the Credit
Facilities to the extent you notify such persons of their obligation to keep
this Commitment Letter and such communications confidential and such persons
agree to hold the same in confidence.  Holdings and the Borrower agree
that any references to the Joint Lead Arrangers or any of its affiliates made in
advertisements or other marketing materials used in connection with the
Transactions are subject to the prior written approval of the Joint Lead
Arrangers, which approval shall not be unreasonably withheld or
delayed.




6




March
12, 2010
 RadNet,
Inc.
 RadNet
Management, Inc.




You
acknowledge that the Commitment Parties and their affiliates may from time to
time effect transactions, for their own account or the account of customers, and
may hold positions in loans or options on loans of Holdings, the Borrower and
other companies that may be the subject of the Transactions.  In
addition, certain of the Commitment Parties and their affiliates are full
service securities firms and as such may from time to time effect transactions,
for their own account or the account of customers, and may hold long or short
positions in securities or options on securities of Holdings, the Borrower and
other companies that may be the subject of the Transactions.  Each of
the Commitment Parties and its affiliates may have economic interests that are
different from or conflict with those of the Borrower regarding the
Transactions.  You acknowledge that the Commitment Parties have no
obligation to disclose such interests and transactions to you by virtue of any
fiduciary, advisory or agency relationship and you waive, to the fullest extent
permitted by law, any claims you may have against the Commitment Parties for
breach of fiduciary duty or alleged breach of fiduciary duty and agree that the
Commitment Parties will have no liability (whether direct or indirect) to you in
respect of such a fiduciary duty claim or to any person asserting a fiduciary
duty claim on your behalf, including your equity holders, employees or
creditors.  You acknowledge that the Transactions (including the
exercise of rights and remedies hereunder) are arms’-length commercial
transactions and that we are acting as principal and in our own best
interests.  The Borrower is relying on its own experts and advisors to
determine whether the Transactions are in the Borrower’s best
interests.  You agree that we will act under this Commitment Letter as
an independent contractor and that nothing in this Commitment Letter, the nature
of our services or in any prior relationship will be deemed to create an
advisory, fiduciary or agency relationship between us, on the one hand, and the
Borrower, its equity holders or its affiliates, on the other hand.  In
addition, we may employ the services of our affiliates in providing certain
services hereunder and may exchange with such affiliates information concerning
Holdings, the Borrower and other companies that may be the subject of the
Transactions and such affiliates will be entitled to the benefits afforded to us
hereunder.




Consistent
with our policies to hold in confidence the affairs of our customers, we will
not use or disclose confidential information obtained from you by virtue of the
Transactions in connection with our performance of services for any of our other
customers (other than as permitted to be disclosed under this Section
8).  Furthermore, you acknowledge that neither we nor any of our
affiliates have an obligation to use in connection with the Transactions, or to
furnish to you, confidential information obtained or that may be obtained by us
from any other person.




Please
note that the Commitment Parties and their affiliates do not provide tax,
accounting or legal advice.




7




March
12, 2010
 RadNet,
Inc.
 RadNet
Management, Inc.




9.
            Waiver of Jury Trial;
      Governing Law; Submission to Jurisdiction; Surviving
      Provisions




ANY RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING IN
CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO IN THIS COMMITMENT
LETTER OR THE FEE LETTER IS HEREBY IRREVOCABLY WAIVED BY THE PARTIES
HERETO.THIS COMMITMENT LETTER WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE
APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW
YORK.  Each of the parties hereto hereby irrevocably and
unconditionally (i) submits, for itself and its property, to the exclusive
jurisdiction of (a) the Supreme Court of the State of New York, New York County,
located in the Borough of Manhattan and (b) the United States District Court for
the Southern District of New York and any appellate court from any such court,
in any action, suit, proceeding or claim arising out of or relating to the
Transactions or the performance of services hereunder or under the Fee Letter,
or for recognition or enforcement of any judgment, and agrees that all claims in
respect of any such action, suit, proceeding or claim may be heard and
determined in such New York State court or, to the extent permitted by law, in
such Federal court, (ii) waives, to the fullest extent that it may legally and
effectively do so, any objection that it may now or hereafter have to the laying
of venue of any action, suit, proceeding or claim arising out of or relating to
this Commitment Letter, the Fee Letter, the Transactions or the performance of
services hereunder or under the Fee Letter in any such New York State or Federal
court and (iii) waives, to the fullest extent permitted by law, the defense of
an inconvenient forum to the maintenance of any such action, suit, proceeding or
claim in any such court.  Each of the parties hereto agrees to
commence any such action, suit, proceeding or claim either in the United States
District Court for the Southern District of New York or in the Supreme Court of
the State of New York, New York County located in the Borough of
Manhattan.




This
Commitment Letter is issued for your benefit only and no other person or entity
(other than the Indemnified Persons) may rely hereon.




The
provisions of Sections 1 (with respect to the allocation of titles and roles
only), 3 (only to the extent the Transactions are consummated and the Closing
Date occurs), 5, 6 (with respect to the amendment, waiver or modification of any
term or provision this Commitment Letter only), 8 and this Section 9 of this
Commitment Letter will survive any termination or completion of the
Transactions, including without limitation (other than Section 3 of this
Commitment Letter) whether the Loan Documents are executed and delivered and
whether or not the Credit Facilities are made available or any loans under the
Credit Facilities are disbursed.




10.
            Termination;
      Acceptance




Our
commitments hereunder and our agreements to provide the services described
herein will terminate upon the first to occur of (i) a material breach by
you, or a failure of a material condition, under this Commitment Letter and
(ii) April 30, 2010, unless the closing of the Credit Facilities has been
consummated on or before such date on the terms and subject to the conditions
set forth herein.  Before such date, we may terminate this Commitment
Letter and our commitment hereunder, and our agreements to perform the services
described herein, if any event occurs or information becomes available that, in
our reasonable judgment, results in the failure to satisfy any material
condition precedent set forth or referred to in this Commitment
Letter.




This
Commitment Letter may be executed in any number of counterparts, each of which
when executed will be an original and all of which, when taken together, will
constitute one agreement.  Delivery of an executed counterpart of a
signature page of this Commitment Letter by facsimile or other electronic
transmission will be as effective as delivery of a manually executed counterpart
hereof.  This Commitment Letter and the Fee Letter are the only
agreements that have been entered into among the parties hereto with respect to
the Credit Facilities and set forth the entire understanding of the parties with
respect thereto and supersede any prior written or oral agreements among the
parties hereto with respect to the Credit Facilities.  Those matters
that are not covered or made clear in this Commitment Letter are subject to
mutual agreement of the parties.  This Commitment Letter is in
addition to the agreements of the parties set forth in the Fee
Letter.  No person has been authorized by any Commitment Party to make
any oral or written statements that are inconsistent with this Commitment Letter
and the Fee Letter.




8




March
12, 2010
 RadNet,
Inc.
 RadNet
Management, Inc.




Please
confirm that the foregoing is in accordance with your understanding by signing
and returning to the Commitment Parties the enclosed copy of this Commitment
Letter, together, if not previously executed and delivered, with the Fee Letter
on or before the close of business on March 15, 2010, whereupon this Commitment
Letter and the Fee Letter will become a binding agreement between
us.  If not signed and returned as described in the preceding sentence
by such date, this offer will terminate on such date.





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9


We look
forward to working with you on this assignment.




Very
      truly yours,BARCLAYS
      BANK PLCBy:
              /s/ BARCLAYS
      BANK PLCName:Title:




Commitment
and Term Loan Engagement Letter










DEUTSCHE
      BANK SECURITIES INC.By:
                    /s/
      DEUTSCHE BANK SECURITIES INC.Name:Title:By:
                    /s/
      DEUTSCHE BANK SECURITIES INC.Name:Title:DEUTSCHE
      BANK TRUST COMPANY AMERICASBy:
                    /s/
      DEUTSCHE BANK TRUST COMPANY AMERICASName:Title:By:
                    /s/
      DEUTSCHE BANK TRUST COMPANY AMERICASName:Title:












GENERAL
      ELECTRIC CAPITAL CORPORATIONBy:
                  /s/
      GENERAL ELECTRIC CAPITAL CORPORATIONName:Title:GE
      CAPITAL MARKETS, INC.By:
                  /s/
      GE CAPITAL MARKETS, INC.Name:Title:












ROYAL
      BANK OF CANADABy:
              /s/
      Gordon MacArthurName:
      Gordon MacArthurTitle:
      Authorized Signatory













JEFFERIES
      FINANCE LLCBy:
                /s/
      JEFFERIES FINANCE LLCName:Title:










ACCEPTED
AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:




RADNET
      MANAGEMENT, INC.By:
                      /s/
      Howard
      G. Berger.Name: 
      Howard
      G. Berger, M.D.Title: 
      PresidentRADNET,
      INC.By:
                      /s/
      Howard
      G. Berger.Name: 
      Howard
      G. Berger, M.D.Title: 
      President