Exhibit
4.1


REGISTRATION RIGHTS
AGREEMENT


This Registration
Rights Agreement, is dated as of August 1, 2007, by and among InSight Health
Services Holdings Corp., a Delaware corporation (the “Company”), and the
other persons listed on the signature pages hereto and such other stockholders
of the Company as may, from time to time, become parties to this Agreement in
accordance with the provisions hereof (the “Holders”).


The Company has
commenced an exchange offer (the “Offer”) pursuant to which it plans to
acquire the entire outstanding aggregate principal amount of 97/8% senior
subordinated notes due 2011 (the “Notes”) of its wholly owned subsidiary
InSight Health Services Corp. in exchange for shares of Common Stock of the
Company.   In accordance with the terms
of the Offer, the Company also agreed to grant certain registration rights with
respect to the Common Stock of the Company to the Holders upon consummation of
the Offer, the terms of which are set forth in this Agreement.


1.  Definitions.


As used in this Agreement, the following capitalized terms shall have
the meanings ascribed thereto below (such meanings being equally applicable to
both the singular and plural form of the terms defined):


“Agreement” shall mean this Registration Rights Agreement, as the
same may from time to time be amended, modified and supplemented in accordance
with its terms.


“Business Day” means any day on which commercial banks are
required to be open for business in New York, New York.


“Common Stock” means the Company’s common stock, par value
$0.001 per share.


“Person” means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization or a government or any department or agency thereof.


“Public Offering” means the sale in a public offering under the
Securities Act of equity securities of the Company.


“Public Sale” means any underwritten Public Offering or sale of
equity securities to the public pursuant to a registration statement or through
a broker, dealer or to a market maker pursuant to the provisions of Rule 144
adopted under the Securities Act.


“Registrable Securities” means (i) any Common Stock issued and
outstanding, (ii) any Common Stock issued or issuable with respect to the
securities referred to in clause (i) by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization, and (iii) any other shares of 













Common Stock held
by Persons holding securities described in clauses (i) or (ii).  As to any particular Registrable Securities,
such securities will cease to be Registrable Securities when they have been
sold pursuant to a Public Sale (other than pursuant to the Offer). For purposes
of this Agreement, a Person will be deemed to be a Holder of Registrable
Securities whenever such Person has the right to acquire directly or indirectly
such Registrable Securities (upon conversion, exchange or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected.


“Securities Act” means the Securities Act of 1933, as amended,
or any similar federal law then in force.


“Securities Exchange Act” means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.


2.  Demand Registration.


(a)      Requests for Registration.  If at any time on or after sixty (60) days
from the date hereof, the Company shall receive a request (a “Demand Notice”)
from any of the Holders (such Holder making the request shall be referred to as
the “Requesting Holder”) that the Company effect the registration under
the Securities Act of all or any portion of the Requesting Holder’s Registrable
Securities, and specifying the intended method of disposition thereof, then the
Company shall use its best efforts to prepare and cause to be filed with the
Securities and Exchange Commission (the “SEC”), as promptly as
practicable but in no event later than fifty-six (56) days following receipt of
the Demand Notice, a registration statement on the appropriate form relating to
resales by the Requesting Holder of such Registrable Securities (a “Demand
Registration”).  Within ten (10) days
after receipt of any such request, the Company will give written notice of such
Demand Registration to all other Holders of Registrable Securities.  The Company shall use its reasonable best
efforts to cause the registration statement to become effective under the
Securities Act, and for Public Sale of (i) all Registrable Securities for which
the Requesting Holder shall have requested registration under this Section 2(a)
and (ii) all other Registrable Securities that any Holders with rights to
request registration under Section 3 (all such Holders, together with the
Requesting Holder, the “Participating Holders,” and each individually a “Participating
Holder”) have requested the Company to register by request received by the
Company within fifteen (15) days after such Holders have received the Company’s
notice of Demand Registration, within sixty (60) days thereafter (including,
without limitation, appropriate qualification under applicable blue sky or
other state securities laws and appropriate compliance with applicable regulations
issued under the Securities Act and any other governmental requirements or
regulations).  The obligations of the
Company under this Section 2(a) are subject to the provisions of Sections 2(b),
2(c), 2(d) and 2(e).


(b)      Limitations on Demand Registration.  Each of the Holders shall be entitled to one
(1) Demand Registration in accordance with Section 2(a); provided, however,
that in no event shall the Company be required to effect more than one (1)
Demand 



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Registration
hereunder within any six-month period; and provided, further that the Company
shall not be obligated to effect a Demand Registration unless (i) the aggregate
proceeds expected to be received from the sale of the Registrable Securities
requested to be included in such Demand Registration equals or exceeds five
million dollars ($5,000,000) or (ii) all of the Registrable Securities then
held by the Requesting Holder are requested to be included in such Demand
Registration.


(c)  Demand Registration Expenses.  The Registration Expenses (as defined below)
of the Holders of Registrable Securities will be paid by the Company in all
Demand Registrations.


(d)  Priority on Demand Registrations.  The Company will not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. If the Company determines or, in the event a Demand Registration is an underwritten offering, the managing underwriter(s) advise the Company in writing, that the number of Registrable Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of the Company or such underwriter(s), as the case may be, can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities held by each such Holder; provided, however, that if, as a result of such pro-ration, the Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class that such Requesting Holder had requested to be included, then such registration shall not count as a Demand Registration under Section 2(b).


(e) Conditions to
Requirements to Effect a Demand Registration. The obligations of the
Company set forth in Section 2(a) are subject to each of the following
limitations, conditions and qualifications:


(i) The Company’s
obligations shall be subject to the obligations of each Requesting Holder to
furnish all information and materials and to take any and all actions as may be
required of it under federal and state securities laws and regulations to
permit the Company to comply with all applicable requirements of the SEC and to
obtain any acceleration of the effective date of such registration statement.
Without limiting the generality of the forgoing, the Requesting Holders shall
each furnish to the Company in writing, promptly after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as
applicable, of the Securities Act for use in connection with any registration
statement or prospectus or preliminary prospectus included therein. Each
Requesting Holder agrees to promptly furnish additional information required to
be disclosed in order to make the information previously furnished to the
Company by such Requesting Holder not materially misleading.



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(ii) The Company
shall not be obligated to cause any special audit (other than a fiscal year-end
audit) to be undertaken in connection with preparing or causing to become
effective any registration statement.


(f)  Selection of Underwriters.  The Holders of a majority of the Registrable
Securities included in any Demand Registration will have the right to select
the investment banker(s) and manager(s) to administer the offering, subject to
the Company’s approval which shall not be unreasonably withheld.


(g)  Other Registration Rights.  The Company agrees that it shall not, without
the consent of Holders holding a majority of the then outstanding Registrable
Securities, enter into any agreement with any holder or prospective holder of
any equity securities of the Company or any securities convertible into or
exchangeable for equity securities of the Company (A) that would allow such
holder or prospective holder to include such securities in any Demand
Registration or Piggyback Registration (as defined below) unless, under the
terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that their inclusion
would not reduce the amount of the Registrable Securities of the Holders
included therein or (B) on terms that are equivalent or superior to the
rights of the Holders as granted herein.


3.  Piggyback Registration.


(a)  Right to Piggyback.  Whenever the Company proposes to register any
of its equity securities under the Securities Act (including primary
registrations on behalf of the Company and secondary registrations on behalf of
the holders of its securities but excluding registrations on Form S-4 or S-8 or
any successor form thereto) and the registration form to be used may be used
for the registration of Registrable Securities (a “Piggyback Registration”),
the Company will give prompt written notice to all Holders of Registrable
Securities of its intention to effect such a registration (a “Piggyback
Notice”) and, subject to Section 3(d), will include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within fifteen (15) days after the
receipt of the Company’s Piggyback Notice.


(b)  Limitations on Piggyback Registration.  Each of the Holders shall be entitled to
participate in two (2) Piggyback Registrations in accordance with Section 3(a).


(c)  Piggyback Registration Expenses.  The Registration Expenses (as defined below)
of the Holders of Registrable Securities will be paid by the Company in all
Piggyback Registrations.


(d)  Priority on Primary Registrations.  If a Piggyback Registration is a primary
registration on behalf of the Company, and the Company determines, or, in the
event such Piggyback Registration is an underwritten offering, the managing
underwriter(s) advise the 



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Company in writing, that
the number of securities requested to be included in such registration exceeds
the number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company will include in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
among the Holders of such Registrable Securities on the basis of the number of
shares held by each such Holder, and (iii) third, other securities requested to
be included in such registration; provided,
however, that if, as a result of such pro-ration, the Participating
Holder shall not be entitled to include in a registration all Registrable
Securities of the class that such Participating Holder had requested to be
included, then such registration shall not count as one of such Participating
Holder’s permitted Piggyback Registrations under Section 3(b).


(e)  Priority on Secondary Registrations.  If a Piggyback Registration is a secondary
registration on behalf of holders of the Company’s securities, and the Company
determines, or, in the event such Piggyback Registration is an underwritten
offering, the managing underwriter(s) advise the Company in writing, that the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company will include in such registration
(i) first, pro rata among the securities requested to be included therein by
the Holders requesting such registration and the other Registrable Securities
requested to be included in such registration, on the basis of the number of
shares held by each such Holder, and (ii) second, other securities requested to
be included in such registration; provided,
however, that if, as a result of such pro-ration, the Participating
Holder shall not be entitled to include in a registration all Registrable
Securities of the class that such Participating Holder had requested to be
included, then such registration shall not count as one of such Participating
Holder’s permitted Piggyback Registrations under Section 3(b).


(f)  Conditions to Participation in a Piggyback
Registration. In order to participate in any Piggyback Registration, each
Participating Holder must furnish all information and materials and take any
and all actions as may be required of it under federal and state securities
laws and regulations to permit the Company to comply with all applicable
requirements of the SEC and to obtain any acceleration of the effective date of
such registration statement. Without limiting the generality of the forgoing,
the Participating Holders shall each furnish to the Company in writing,
promptly after receipt of a request therefor, the information specified in Item
507 or 508 of Regulation S-K, as applicable, of the Securities Act for use in
connection with any registration statement or prospectus or preliminary
prospectus included therein. Each Participating Holder agrees to promptly
furnish additional information required to be disclosed in order to make the
information previously furnished to the Company by such Participating Holder
not materially misleading.


(g)  Selection of Underwriters.  If any Piggyback Registration is an
underwritten offering other than a Demand Registration, the Company’s selection
of investment banker(s) and manager(s) for the offering will be subject to
approval by the Holders of a majority of the Registrable Securities included in
such Piggyback Registration.  Such
approval will not be unreasonably withheld.



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(h)  Other Registrations.  If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
Section 2(a) or pursuant to this Section 3, and if such previous registration
has not been withdrawn or abandoned, the Company will not, except as required
by Section 2(a), file or cause to be effected any other registration of any of
its equity securities or securities convertible or exchangeable into or
exercisable for its equity securities under the Securities Act (except on Form
S-4 or Form S-8 or any successor form), whether on its own behalf or at the
request of any Holder or Holders of such securities, until a period of at least
six (6) months has elapsed from the effective date of such previous
registration.


4.  Holdback Agreement.  If the Company shall file a registration
statement (other than a registration statement on Form S-4 or S-8 or any
successor form for securities to be offered solely in a transaction of a type
referred to in Rule 145 under the Securities Act or to employees of the Company
pursuant to employee benefit plans or dividend reinvestment plans) and, with
reasonable prior notice, the Company (in the case of a non-underwritten Public
Offering by the Company pursuant to such registration statement) advises the
Holders in writing that a public sale or distribution of Registrable Securities
would materially adversely affect such offering, or the managing underwriter(s)
(in the case of an underwritten Public Offering by the Company pursuant to such
registration statement) advise the Company in writing (in which case the
Company shall notify the Holders with a copy of such underwriter’s notice) that
a public sale or distribution of Registrable Securities would materially
adversely impact such Public Offering, then the Holders shall, to the extent
not inconsistent with applicable law, refrain from effecting any public sale or
distribution of Registrable Securities during the ten (10) days prior to the
effective date of such registration statement and until the earliest of (a) the
abandonment of such Public Offering, (b) ninety (90) days after the effective
date of such registration statement and (c) if such Public Offering is an
underwritten Public Offering, the termination in whole or in part of any “hold
back” period obtained by the underwriter(s) in such Public Offering from the
Company in connection therewith.


5.  Registration Procedures.  Whenever the Holders of Registrable
Securities have requested that any Registrable Securities be registered
pursuant to this Agreement, the Company will use commercially reasonable
efforts to effect the registration and the sale of such Registrable Securities
in accordance with the intended method of distribution thereof, and pursuant
thereto the Company will as expeditiously as possible:


(a) prepare and
file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become and remain effective, including, without limitation, filing of
post-effective amendments and supplements to any registration statement or
prospectus necessary to keep the registration statement current;



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(b) as
expeditiously as reasonably possible, prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement and to
keep each registration and qualification under this Agreement effective (and in
compliance with the Securities Act) by such actions as may be necessary or appropriate
for a period of one hundred fifty (150) days after the effective date of such
registration statement if such date is less than one year from the date hereof,
and for a period of one year from the effective date, if such date is one year
or more from the date hereof (unless all securities covered by such
registration statement are sooner disposed of), all as requested by such Holder
or Holders;


(c) as
expeditiously as reasonably possible furnish to the Holders such numbers of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them in accordance with the plan of distribution provided
for in such registration statement;


(d) as
expeditiously as reasonably possible use its best efforts to register and
qualify the securities covered by such registration statement under such
securities or “blue sky” laws of such jurisdictions as shall be reasonably
appropriate for the distribution of the securities covered by the registration
statement, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business in any
jurisdiction it would not otherwise be required to qualify but for this
subsection (d) to file a general consent to service of process in any such
jurisdiction or subject itself to taxation in any such jurisdiction, and
further provided that (anything in this Agreement to the contrary
notwithstanding with respect to the bearing of expenses) if any jurisdiction in
which the securities shall be qualified shall require by law or regulation that
expenses incurred in connection with the qualification of the securities in
that jurisdiction be borne by selling stockholders, then such expenses shall be
payable by selling stockholders pro rata, to the extent required by such
jurisdiction;


(e) notify each
Holder of Registrable Securities covered by such registration statement, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made (provided that upon such notification, each Holder agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company at the time held by such Holder or any interest or future
interest therein until such statement or omission has been corrected, and there
shall be added to the period during which the Company is obligated to keep such
registration effective the number of days for which such sales or other
transfers or dispositions were suspended), and at the request of any such
Holder promptly prepare and furnish, without charge, to such seller or Holder a
reasonable number of copies of a supplement to such prospectus or 



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an amendment of such
registration statement as may be necessary so that, as thereafter delivered to
the purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances under which they were made;


(f) notify the
Holders of Registrable Securities covered by such registration statement
promptly and, if requested, confirm such notice in writing, of the issuance by
the SEC of any stop order suspending the effectiveness of such registration
statement or the initiation of any proceedings for that purpose and use best
efforts to obtain the withdrawal of any order suspending the effectiveness of
such registration statement, or the lifting of any suspension of the
qualification or exemption from qualification of any Registrable Securities for
sale in any jurisdiction in the United States;


(g) otherwise use
its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its stockholders, as soon as reasonably practicable,
an earnings statement covering the period of at least twelve (12) months but
not more than eighteen (18) months, beginning with the first full calendar
month after the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
or Rule 158 thereunder; and


(h) use its best
efforts to list all Registrable Securities covered by such registration
statement on any securities exchange on which any class of similar securities
is then listed.


6.  Registration Expenses.


(a)  All expenses incident to the Company’s
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses
and fees and disbursements of counsel for the Company and all independent
certified registered public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company (all such expenses being
herein called “Registration Expenses”), will be borne as provided in
this Agreement, except that the Company will, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any liability insurance
and the expenses and fees for listing the securities to be registered on each securities
exchange on which similar securities issued by the Company are then listed.


(b)
In connection with each Demand Registration and each Piggyback Registration,
the Company will reimburse the Holders of Registrable Securities covered by
such registration for, or pay directly, the reasonable fees and disbursements
of one counsel chosen by the Holders of a majority of the Registrable
Securities included in such registration, including, in the case of a
registration that is both a Demand Registration and a Piggyback Registration,
the Registrable Securities included in such registration by the Requesting
Holder and the Participating Holders.



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(c)
To the extent Registration Expenses are not required to be paid by the Company,
each Holder of securities included in any registration hereunder will pay those
Registration Expenses allocable to the registration of such Holder’s securities
so included, and any Registration Expenses not so allocable will be borne by
all sellers of securities included in such registration in proportion to the
aggregate selling price of the securities to be so registered.


7.  Indemnification.


(a)  The Company agrees to indemnify, to the
extent permitted by law, each Holder of Registrable Securities, its officers
and directors and each Person who controls such Holder (within the meaning of
the Securities Act or the Securities Exchange Act) against all losses, claims,
damages, liabilities and expenses (including any amounts paid in any settlement
effected with the Company’s consent, which consent shall not be unreasonably
withheld) caused by any untrue or alleged untrue statement of material fact
contained in any registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading or any violation by the Company of any
federal, state or common law applicable to the Company and relating to action
required of or inaction by the Company in connection with such registration,
except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such Holder which specifically states
that it is for use in the preparation of such registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or by such Holder’s failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such Holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company will indemnify
the underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act or the Securities
Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders of Registrable Securities.


(b) In connection
with any registration statement in which a Holder of Registrable Securities is
participating, each such Holder, severally and not jointly, will furnish to the
Company in writing such information relating to such Holder and its Registrable
Securities as the Company reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted by law, will
indemnify the Company, its directors and officers and each Person who controls
the Company (within the meaning of the Securities Act or the Securities
Exchange Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact
contained in the registration statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to 



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make the statements
therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information so furnished in writing by such Holder
which specifically states that it is for use in the preparation of such
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto; provided that the obligation to indemnify will
be individual to each Holder and will be limited to the net amount of proceeds
received by such Holder from the sale of Registrable Securities pursuant to
such registration statement.


(c) Any Person
entitled to indemnification hereunder will (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks
indemnification (but any failure to so notify the indemnifying party shall not
relieve it of any liability which it may otherwise have to any indemnified
party unless such failure shall materially adversely affect the defense of such
claim) and (ii) unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party will not be subject
to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.


(d) If for any
reason the indemnification provisions contemplated by Section 7(a) or Section
7(b) are unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in this
Section 7(d).  The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of 



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this Section 7(d), an
indemnifying party that is a Holder shall not be required to contribute any
amount which is in excess of the amount by which the total proceeds (net of all
underwriting discounts and commissions) received by such Holder from the sale
of the Registrable Securities sold by such Holder in the applicable offering
exceeds the amount of any damages that such indemnifying party has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


8.  Participation in Registrations.


(a)  No Person may participate in any registration
hereunder which is underwritten unless such Person (i) agrees to sell such
Person’s securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


(b) Each Person
that is participating in any registration hereunder agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind
described in Section 5(e), such Person will forthwith discontinue the
disposition of its Registrable Securities pursuant to the registration
statement until such Person’s receipt of the copies of a supplemented or
amended prospectus as contemplated by Section 5(e).


9.  Current Public Information.  The Company will use commercially reasonable
efforts to file all reports required to be filed by it under the Securities Act
and the Securities Exchange Act and the rules and regulations adopted by the
SEC thereunder, and will take such further action as any Holder or Holders of
Registrable Securities may reasonably request, all to the extent required to
enable such Holders to sell Registrable Securities pursuant to Rule 144 adopted
by the SEC under the Securities Act (as such rule may be amended from time to
time) or any similar rule or regulation hereafter adopted by the SEC.


10.  Duration of Registration Rights.  The rights and obligations provided for in
this Agreement (except for the indemnification and contribution obligations of
Section 7) shall terminate with respect to a Holder on the earlier to occur of
(i) the first date on which such Holder may sell any and all Registrable
Securities owned by such Holder pursuant to Rule 144 under the Securities Act
within any three (3) month period, other than as a result of the fact that the
average weekly trading volume of the Common Stock on such date (as calculated
for purposes of Rule 144(e)) is greater than or equal to the number of
Registrable Securities held by such Holder and (ii) such time as such Holder no
longer owns any Registrable Securities.



 11
 









11.  Miscellaneous.


(a) No
Inconsistent Agreements. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with or violates
the rights granted to the Holders of Registrable Securities in this Agreement.


(b) Remedies.
The parties shall be entitled to enforce their rights under this Agreement
specifically to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in their favor. The
parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any party
may in its sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and/or temporary, preliminary or permanent injunctive
relief (without posting a bond or other security) in order to enforce or
prevent any violation of the provisions of this Agreement.


(c) Amendments
and Waivers. Except as otherwise provided herein, the provisions of this
Agreement may be amended or waived only upon the prior written consent of the
Company and the Holders of at least a majority of the Registrable Securities;
provided, that no such amendment or waiver shall disproportionately adversely
affect any Holder that has not consented in writing to such amendment or
waiver. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or
any other term of this Agreement.  No
purported waiver shall be effective unless in writing. The waiver by any party
of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent or other breach.


(d) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.  Except in respect of a successor company to the Company, the rights and obligations of the parties hereunder shall not be assignable.


(e) Severability.
If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provisions of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


(f) Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts, each
of which shall be considered an original, but all of which together shall
constitute one and the same instrument. 
Delivery of an executed counterpart of a signature page by facsimile
shall be effective as delivery of a manually executed counterpart.


(g) Interpretation.
In this Agreement, unless a contrary intention appears, (i) the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular Section or other subdivision,
(ii) the words 



 12
 









“include,” “includes” or “including”
shall be deemed to be followed by the words “without limitation,” (iii)
reference to any Section means such Section hereof, (iv) words of any gender
shall be deemed to include each other gender, and (v) words using the singular
or plural number shall also include the plural or singular number,
respectively. No provision of this Agreement shall be interpreted or construed
against any party hereto solely because such party or its legal representative
drafted such provision.


(h) Captions.
The captions in this Agreement are for convenience of reference only and shall
not be given any effect in the interpretation of this Agreement.


(i) Governing
Law. This Agreement shall be construed in accordance with, and governed by,
the laws of the State of New York without regard to conflicts of law principles
which would result in the application of the laws of another jurisdiction.


(j) Jurisdiction.
The parties hereby irrevocably and unconditionally consent to submit to the
exclusive jurisdiction of the courts of the State of New York, County of New
York and the United States District Court for the Southern District of New York
for any actions, suits or proceedings arising out of or relating to this
agreement and the transactions contemplated hereby (and agree not to commence
any action, suit or proceeding relating thereto except in such courts). The
parties hereby irrevocably and unconditionally waive any objection to the
laying of venue of any action, suit or proceeding arising out of this Agreement
or the transactions contemplated hereby in the courts of the State of New York,
County of New York and the United States District Court from the Southern
District of New York, and hereby further irrevocably and unconditionally waive
and agree not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.


(k) Waiver of
Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


(l) Complete
Agreement. This Agreement, the documents expressly referred to herein and
other documents of even date herewith embody the complete agreement and
understanding among the parties and supersede and preempt any prior understanding,
agreements or representations by or among the parties, written or oral, that
may be related to the subject matter hereof in any way.


(m) Notices.
All notices, consents and other communications required or contemplated under
this Agreement shall be in writing and shall be delivered in the manner
specified herein, or, in the absence of such specification, shall be deemed to
have been duly given (i) three (3) Business Days after mailing by first class
certified mail, postage prepaid, (ii) when delivered by hand, (iii) upon
confirmation of receipt by facsimile, or (iv) one (1) Business Day after
sending by overnight delivery service, to the respective addresses or telecopy
numbers of the parties set forth below:



 13
 









if to the Company, at:


InSight Health Services
Holdings Corp.


26250 Enterprise Court


Suite 100


Lake Forest, California
92630


Attn.: General Counsel


Facsimile: (949) 462-3703


with a copy similarly sent to:


Kaye Scholer LLP


425 Park Avenue


New York, New York 10022


Attn: Stephen C. Koval,
Esq.


Facsimile: (212) 836-6419,


and


If to any Holder, to the address or facsimile number for such Holder
set forth on the signature pages hereto,


or at such other
addresses as may be substituted by notice given as herein provided.  The giving of any notice required hereunder
may be waived in writing by the party entitled to receive such notice.


[Signature Pages
Follow]



 14














IN WITNESS
WHEREOF, this Agreement has been duly executed by the parties hereto, all as of
the date first above written.


	
  

  	
   

  	
  INSIGHT HEALTH SERVICES

  HOLDINGS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  \s\ Mitch C. Hill

  	
   

  
	
   

  	
   

  	
  Name: Mitch C. Hill

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  



 











 


	
  

  	
   

  	
  Name of Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.W. CHILDS EQUITY PARTNERS II,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  \s\ Allan A. Dowds

  	
   

  
	
   

  	
   

  	
  Name: Allan A. Dowds

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier:

  	
   

  	
   

  
									



 











 


	
  

  	
   

  	
  Name of Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JWC-INSIGHT CO-INVEST LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  \s\ Allan A. Dowds

  	
   

  
	
   

  	
   

  	
  Name: Allan A. Dowds

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier:

  	
   

  	
   

  
									



 











 


	
  

  	
   

  	
  Name of Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BRF HIGH VALUE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  \s\ John V. Koerber

  	
   

  
	
   

  	
   

  	
  Name: John V. Koerber

  
	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier:

  	
   

  	
   

  
									



 











 


	
  

  	
   

  	
  Name of Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BENNETT OFFSHORE

  RESTRUCTURING FUND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  \s\ John V. Koerber

  	
   

  
	
   

  	
   

  	
  Name: John V. Koerber

  
	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier:

  	
   

  	
   

  
									



 











 


	
  

  	
   

  	
  Name of Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BENNETT RESTRUCTURING FUND,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  \s\ John V. Koerber

  	
   

  
	
   

  	
   

  	
  Name: John V. Koerber

  
	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
   

  	
  Telecopier: