radnet_10q-ex1026.htm



                                                                   Exhibit 10.26

REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF NOVEMBER 15, 2006
(AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"INTERCREDITOR AGREEMENT"), BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION, AS
FIRST LIEN AGENT (AS DEFINED THEREIN), AND GENERAL ELECTRIC CAPITAL CORPORATION,
AS SECOND LIEN AGENT (AS DEFINED THEREIN). ANYTHING CONTAINED HEREIN TO THE
CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS GRANTED TO THE SECOND
LIEN AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT
AND THE EXERCISE OF CERTAIN RIGHTS OR REMEDIES BY THE SECOND LIEN AGENT AND THE
OTHER SECURED PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.

                              SECOND LIEN GUARANTY

          This SECOND LIEN GUARANTY (this "Guaranty"), dated as of November 15,
2006, by and among the Guarantors identified as such on the signature page
hereof (each, a "GUARANTOR" and collectively, "GUARANTORS"), and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as agent
(in such capacity, "AGENT") for itself and the lenders from time to time
signatory to the Credit Agreement hereinafter defined ("LENDERS").

                              W I T N E S S E T H:

          WHEREAS, pursuant to that certain Second Lien Credit Agreement dated
as of the date hereof by and among RadNet Management, Inc. ("BORROWER"),
Guarantors, the Persons named therein as Credit Parties, Agent and the Persons
signatory thereto from time to time as Lenders (as from time to time amended,
restated, supplemented or otherwise modified, the "CREDIT AGREEMENT") Lenders
have agreed to make the Term Loan C to Borrower.

          WHEREAS, each Guarantor will derive direct and indirect economic
benefits from the making of the Term Loan C and other financial accommodations
provided to Borrower pursuant to the Credit Agreement; and

          WHEREAS, in order to induce Agent and Lenders to enter into the Credit
Agreement and other Loan Documents and to induce Lenders to make the Term Loan C
as provided for in the Credit Agreement, Guarantors have agreed to guarantee
payment of the Obligations;

          NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, and to induce Lenders to provide the Term Loan C and
other financial accommodations under the Credit Agreement, it is agreed as
follows:

1.   DEFINITIONS.

          Capitalized terms used herein shall have the meanings assigned to them
in the Credit Agreement, unless otherwise defined herein.






  





 











  












          References to this "Guaranty" shall mean this Guaranty, including all
amendments, modifications and supplements and any annexes, exhibits and
schedules to any of the foregoing, and shall refer to this Guaranty as the same
may be in effect at the time such reference becomes operative.

2.   THE GUARANTY.

     2.1 GUARANTY OF GUARANTEED OBLIGATIONS OF BORROWER. Each Guarantor hereby
jointly and severally unconditionally guarantees to Agent and Lenders, and their
respective successors, endorsees, transferees and assigns, the prompt payment
(whether at stated maturity, by acceleration or otherwise) and performance of
the Obligations of Borrower (hereinafter the "GUARANTEED OBLIGATIONS").
Guarantors agree that this Guaranty is a guaranty of payment and performance and
not of collection, and that their obligations under this Guaranty shall be
primary, absolute and unconditional, irrespective of, and unaffected by:

          (a) the genuineness, validity, regularity, enforceability or any
     future amendment of, or change in this Guaranty, any other Loan Document or
     any other agreement, document or instrument to which any Credit Party
     and/or Guarantors are or may become a party;

          (b) the absence of any action to enforce this Guaranty or any other
     Loan Document or the waiver or consent by Agent and/or Lenders with respect
     to any of the provisions thereof;

          (c) the existence, value or condition of, or failure to perfect its
     Lien against, any Collateral for the Guaranteed Obligations or any action,
     or the absence of any action, by Agent in respect thereof (including,
     without limitation, the release of any such security);

          (d) the insolvency of any Credit Party; or

          (e) any other action or circumstances which might otherwise constitute
     a legal or equitable discharge or defense of a surety or guarantor,

it being agreed by each Guarantor that its obligations under this Guaranty shall
not be discharged until the Termination Date. Each Guarantor shall be regarded,
and shall be in the same position, as principal debtor with respect to the
Guaranteed Obligations. Each Guarantor agrees that any notice or directive given
at any time to Agent which is inconsistent with the waiver in the immediately
preceding sentence shall be null and void and may be ignored by Agent and
Lenders, and, in addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guaranty for the reason that such pleading or
introduction would be at variance with the written terms of this Guaranty,
unless Agent and Lenders have specifically agreed otherwise in writing. It is
agreed among each Guarantor, Agent and Lenders that the foregoing waivers are of
the essence of the transaction contemplated by the Loan Documents and that, but
for this Guaranty and such waivers, Agent and Lenders would decline to enter
into the Credit Agreement.


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     2.2 DEMAND BY AGENT OR LENDERS. In addition to the terms of the Guaranty
set forth in SECTION 2.1 hereof, and in no manner imposing any limitation on
such terms, it is expressly understood and agreed that, if, at any time, the
outstanding principal amount of the Guaranteed Obligations under the Credit
Agreement (including all accrued interest thereon) is declared to be immediately
due and payable, then Guarantors shall, without demand, pay to the holders of
the Guaranteed Obligations the entire outstanding Guaranteed Obligations due and
owing to such holders. Payment by Guarantors shall be made to Agent in
immediately available Federal funds to an account designated by Agent or at the
address set forth herein for the giving of notice to Agent or at any other
address that may be specified in writing from time to time by Agent, and shall
be credited and applied to the Guaranteed Obligations.

     2.3 ENFORCEMENT OF GUARANTY. In no event shall Agent have any obligation
(although it is entitled, at its option) to proceed against Borrower or any
other Credit Party or any Collateral pledged to secure Guaranteed Obligations
before seeking satisfaction from any or all of the Guarantors, and Agent may
proceed, prior or subsequent to, or simultaneously with, the enforcement of
Agent's rights hereunder, to exercise any right or remedy which it may have
against any Collateral, as a result of any Lien it may have as security for all
or any portion of the Guaranteed Obligations.

     2.4 WAIVER. In addition to the waivers contained in SECTION 2.1 hereof,
Guarantors waive, and agree that they shall not at any time insist upon, plead
or in any manner whatever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, marshaling of assets or redemption laws,
or exemption, whether now or at any time hereafter in force, which may delay,
prevent or otherwise affect the performance by Guarantors of their Guaranteed
Obligations under, or the enforcement by Agent or Lenders of, this Guaranty.
Guarantors hereby waive diligence, presentment and demand (whether for
non-payment or protest or of acceptance, maturity, extension of time, change in
nature or form of the Guaranteed Obligations, acceptance of further security,
release of further security, composition or agreement arrived at as to the
amount of, or the terms of, the Guaranteed Obligations, notice of adverse change
in Borrower's financial condition or any other fact which might increase the
risk to Guarantors) with respect to any of the Guaranteed Obligations or all
other demands whatsoever and waive the benefit of all provisions of law which
are or might be in conflict with the terms of this Guaranty. Guarantors
represent, warrant and jointly and severally agree that, as of the date of this
Guaranty, their obligations under this Guaranty are not subject to any offsets
or defenses against Agent or Lenders or any Credit Party of any kind. Guarantors
further jointly and severally agree that their obligations under this Guaranty
shall not be subject to any counterclaims, offsets or defenses against Agent or
any Lender or against any Credit Party of any kind which may arise in the
future.

     2.5 BENEFIT OF GUARANTY. The provisions of this Guaranty are for the
benefit of Agent and Lenders and their respective successors, transferees,
endorsees and assigns, and nothing herein contained shall impair, as between any
Credit Party and Agent or Lenders, the obligations of any Credit Party under the
Loan Documents. In the event all or any part of the Guaranteed Obligations are
transferred, indorsed or assigned by Agent or any Lender to any Person or
Persons, any reference to "Agent" or "Lender" herein shall be deemed to refer
equally to such Person or Persons.


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     2.6 MODIFICATION OF GUARANTEED OBLIGATIONS, ETC. Each Guarantor hereby
acknowledges and agrees that Agent and Lenders may at any time or from time to
time, with or without the consent of, or notice to, Guarantors or any of them:

          (a) change or extend the manner, place or terms of payment of, or
     renew or alter all or any portion of, the Guaranteed Obligations;

          (b) take any action under or in respect of the Loan Documents in the
     exercise of any remedy, power or privilege contained therein or available
     to it at law, equity or otherwise, or waive or refrain from exercising any
     such remedies, powers or privileges;

          (c) amend or modify, in any manner whatsoever, the Loan Documents;

          (d) extend or waive the time for any Credit Party's performance of, or
     compliance with, any term, covenant or agreement on its part to be
     performed or observed under the Loan Documents, or waive such performance
     or compliance or consent to a failure of, or departure from, such
     performance or compliance;

          (e) take and hold Collateral for the payment of the Guaranteed
     Obligations guaranteed hereby or sell, exchange, release, dispose of, or
     otherwise deal with, any property pledged, mortgaged or conveyed, or in
     which Agent or Lenders have been granted a Lien, to secure any Obligations;

          (f) release anyone who may be liable in any manner for the payment of
     any amounts owed by Guarantors or any Credit Party to Agent or any Lender;

          (g) modify or terminate the terms of any intercreditor or
     subordination agreement pursuant to which claims of other creditors of any
     Guarantor or any Credit Party are subordinated to the claims of Agent and
     Lenders; and/or

          (h) apply any sums by whomever paid or however realized to any amounts
     owing by any Guarantor or any Credit Party to Agent or any Lender in such
     manner as Agent or any Lender shall determine in its discretion;

and Agent and Lenders shall not incur any liability to Guarantors as a result
thereof, and no such action shall impair or release the Guaranteed Obligations
of Guarantors or any of them under this Guaranty.

     2.7 REINSTATEMENT. This Guaranty shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Credit
Party or any Guarantor for liquidation or reorganization, should any Credit
Party or any Guarantor become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of such Credit Party's or such Guarantor's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Guaranteed Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by Agent or any Lender, whether as a "voidable preference",
"fraudulent conveyance", or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Guaranteed Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


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     2.8 WAIVER OF SUBROGATION, ETC. Notwithstanding anything to the contrary in
this Guaranty, or in any other Loan Document, each Guarantor hereby:

          (a) expressly and irrevocably waives, on behalf of itself and its
     successors and assigns (including any surety), any and all rights at law or
     in equity to subrogation, to reimbursement, to exoneration, to
     contribution, to indemnification, to set off or to any other rights that
     could accrue to a surety against a principal, to a guarantor against a
     principal, to a guarantor against a maker or obligor, to an accommodation
     party against the party accommodated, to a holder or transferee against a
     maker, or to the holder of any claim against any Person, and which such
     Guarantor may have or hereafter acquire against any Credit Party in
     connection with or as a result of such Guarantor's execution, delivery
     and/or performance of this Guaranty, or any other documents to which such
     Guarantor is a party or otherwise; and

          (b) acknowledges and agrees (i) that this waiver is intended to
     benefit Agent and Lenders and shall not limit or otherwise effect any
     Guarantor's liability hereunder or the enforceability of this Guaranty, and
     (ii) that Agent, Lenders and their respective successors and assigns are
     intended third party beneficiaries of the waivers and agreements set forth
     in this SECTION 2.8 and their rights under this SECTION 2.8 shall survive
     payment in full of the Guaranteed Obligations.

     2.9 ELECTION OF REMEDIES. If Agent may, under applicable law, proceed to
realize benefits under any of the Loan Documents giving Agent and Lenders a Lien
upon any Collateral owned by any Credit Party, either by judicial foreclosure or
by non-judicial sale or enforcement, Agent may, at its sole option, determine
which of such remedies or rights it may pursue without affecting any of such
rights and remedies under this Guaranty. If, in the exercise of any of its
rights and remedies, Agent shall forfeit any of its rights or remedies,
including its right to enter a deficiency judgment against any Credit Party,
whether because of any applicable laws pertaining to "election of remedies" or
the like, Guarantors hereby consent to such action by Agent and waive any claim
based upon such action, even if such action by Agent shall result in a full or
partial loss of any rights of subrogation which Guarantors might otherwise have
had but for such action by Agent. Any election of remedies which results in the
denial or impairment of the right of Agent to seek a deficiency judgment against
any Credit Party shall not impair each Guarantor's obligation to pay the full
amount of the Guaranteed Obligations. In the event Agent shall bid at any
foreclosure or trustee's sale or at any private sale permitted by law or the
Loan Documents, Agent may bid all or less than the amount of the Guaranteed
Obligations and the amount of such bid need not be paid by Agent but shall be
credited against the Guaranteed Obligations. The amount of the successful bid at
any such sale shall be conclusively deemed to be the fair market value of the
collateral and the difference between such bid amount and the remaining balance
of the Guaranteed Obligations shall be conclusively deemed to be the amount of
the Guaranteed Obligations guaranteed under this Guaranty, notwithstanding that
any present or future law or court decision or ruling may have the effect of
reducing the amount of any deficiency claim to which Agent and Lenders might
otherwise be entitled but for such bidding at any such sale.


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     2.10 FUNDS TRANSFERS. If any Guarantor shall engage in any transaction as a
result of which Borrower is required to make a mandatory prepayment with respect
to the Guaranteed Obligations under the terms of the Credit Agreement (including
any issuance or sale of such Guarantor's Stock or any sale of its assets), such
Guarantor shall distribute to, or make a contribution to the capital of, one or
more of the Borrower an amount equal to the mandatory prepayment required under
the terms of the Credit Agreement.

3.   DELIVERIES.

          In a form satisfactory to Agent, Guarantors shall deliver to Agent
(with sufficient copies for each Lender), concurrently with the execution of
this Guaranty and the Credit Agreement, the Loan Documents and other
instruments, certificates and documents as are required to be delivered by
Guarantors to Agent under the Credit Agreement.

4.   REPRESENTATIONS AND WARRANTIES.

          To induce Lenders to make the Term Loan C, Guarantors jointly and
severally make the representations and warranties as to each Guarantor contained
in the Credit Agreement, each of which is incorporated herein by reference, and
the following representations and warranties to Agent and each Lender, each and
all of which shall survive the execution and delivery of this Guaranty:

     4.1 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each Guarantor (i) is a
corporation, with the exception of Beverly Radiology Medical Group, III, which
is a general partnership, duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or formation; (ii) is duly
qualified to do business and is in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of its
business requires such qualification; (iii) has the requisite corporate or
partnership power and authority and the legal right to own, pledge, mortgage and
operate its properties, to lease the property it operates under lease, and to
conduct its business as now, heretofore and proposed to be conducted; (iv) has
all licenses, permits, consents or approvals from or by, and has made all
material filings with, and has given all notices to, all Governmental
Authorities having jurisdiction, to the extent required for such ownership,
operation and conduct; (v) is in compliance with its charter, by-laws or
partnership agreement, as applicable; and (vi) is in compliance with all
applicable provisions of law, except where the failure to comply, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

     4.2 INTENTIONALLY DELETED.

     4.3 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE GUARANTEED OBLIGATIONS. The
execution, delivery and performance of this Guaranty and all other Loan
Documents and all instruments and documents to be delivered by each Guarantor
hereunder and under the Credit Agreement are within such Guarantor's corporate
power, have been duly authorized by all necessary or proper corporate action,
including the consent of stockholders where required, are not in contravention
of any provision of such Guarantor's charter or by-laws, do not violate any law
or regulation, or any order or decree of any Governmental Authority, do not
conflict with or result in the breach of, or constitute a default under, or


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 accelerate or permit the acceleration of any performance required by, any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which any Guarantor is a party or by which any Guarantor or any of its property
is bound, do not result in the creation or imposition of any Lien upon any of
the property of any Guarantor, other than those in favor of Agent, for itself
and the benefit of Lenders, and the same do not require the consent or approval
of any Governmental Authority or any other Person except those referred to in
Section 2.1(c) of the Credit Agreement, all of which have been duly obtained,
made or complied with prior to the Closing Date. On or prior to the Closing
Date, this Guaranty and each of the Loan Documents to which any Guarantor is a
party shall have been duly executed and delivered for the benefit of or on
behalf of such Guarantor, and each shall then constitute a legal, valid and
binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms.

5.   FURTHER ASSURANCES.

          Each Guarantor agrees, upon the written request of Agent or any
Lender, to execute and deliver to Agent or such Lender, from time to time, any
additional instruments or documents reasonably considered necessary by Agent or
such Lender to cause this Guaranty to be, become or remain valid and effective
in accordance with its terms.

6.   PAYMENTS FREE AND CLEAR OF TAXES.

          All payments required to be made by each Guarantor hereunder shall be
made to Agent and Lenders free and clear of, and without deduction for, any and
all present and future Taxes. If any Guarantor shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder, (a) the sum
payable shall be increased as much as shall be necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this SECTION 6) Agent or Lenders, as applicable, receive an amount
equal to the sum they would have received had no such deductions been made, (b)
such Guarantor shall make such deductions, and (c) such Guarantor shall pay the
full amount deducted to the relevant taxing or other authority in accordance
with applicable law. Within thirty (30) days after the date of any payment of
Taxes, each applicable Guarantor shall furnish to Agent the original or a
certified copy of a receipt evidencing payment thereof. Each Guarantor shall
jointly and severally indemnify and, within ten (10) days of demand therefor,
pay Agent and each Lender for the full amount of Taxes (including any Taxes
imposed by any jurisdiction on amounts payable under this SECTION 6) paid by
Agent or such Lender, as appropriate, and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally asserted.

7.   OTHER TERMS.

     7.1 ENTIRE AGREEMENT. This Guaranty, together with the other Loan
Documents, constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements relating to a
guaranty of the loans and advances under the Loan Documents and/or the
Guaranteed Obligations.


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     7.2 HEADINGS. The headings in this Guaranty are for convenience of
reference only and are not part of the substance of this Guaranty.

     7.3 SEVERABILITY. Whenever possible, each provision of this Guaranty shall
be interpreted in such a manner to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Guaranty.

     7.4 NOTICES. Whenever it is provided herein that any notice, demand,
request, consent, approval, declaration or other communication shall or may be
given to or served upon any of the parties by any other party, or whenever any
of the parties desires to give or serve upon another any such communication with
respect to this Guaranty, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be addressed to
the party to be notified as follows:

          (a) If to Agent, at the address of Agent specified in the Credit
     Agreement.

          (b) If to any Lender, at the address of such Lender specified in the
     Credit Agreement.

          (c) If to any Guarantor, at the address of such Guarantor specified in
     the Credit Agreement.

or at such other address 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. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been validly served, given or delivered (i) upon the earlier of actual
receipt and three (3) Business Days after the same shall have been deposited
with the United States mail, registered or certified mail, return receipt
requested, with proper postage prepaid, (ii) upon transmission, when sent by
telecopy or other similar facsimile transmission (with such telecopy or
facsimile promptly confirmed by delivery of a copy by personal delivery or
United States mail as otherwise provided in this SECTION 7.4), (iii) one (1)
Business Day after deposit with a reputable overnight carrier with all charges
prepaid, or (iv) when delivered, if hand-delivered by messenger.

     7.5 SUCCESSORS AND ASSIGNS. This Guaranty and all obligations of Guarantors
hereunder shall be binding upon the successors and assigns of each Guarantor
(including a debtor-in-possession on behalf of such Guarantor) and shall,
together with the rights and remedies of Agent, for itself and for the benefit
of Lenders, hereunder, inure to the benefit of Agent and Lenders, all future
holders of any instrument evidencing any of the Obligations and their respective
successors and assigns. No sales of participations, other sales, assignments,
transfers or other dispositions of any agreement governing or instrument
evidencing the Obligations or any portion thereof or interest therein shall in
any manner affect the rights of Agent and Lenders hereunder. Guarantors may not
assign, sell, hypothecate or otherwise transfer any interest in or obligation
under this Guaranty.


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     7.6 NO WAIVER; CUMULATIVE REMEDIES; AMENDMENTS. Neither Agent nor any
Lender shall by any act, delay, omission or otherwise be deemed to have waived
any of its rights or remedies hereunder, and no waiver shall be valid unless in
writing, signed by Agent and then only to the extent therein set forth. A waiver
by Agent, for itself and the ratable benefit of Lenders, of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Agent would otherwise have had on any future occasion. No failure
to exercise nor any delay in exercising on the part of Agent or any Lender, any
right, power or privilege hereunder, shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights and remedies provided by law. None of the terms or provisions of this
Guaranty may be waived, altered, modified, supplemented or amended except by an
instrument in writing, duly executed by Agent and Guarantors.

     7.7 TERMINATION. This Guaranty is a continuing guaranty and shall remain in
full force and effect until the Termination Date. Upon payment and performance
in full of the Guaranteed Obligations, Agent shall deliver to Guarantors such
documents as Guarantors may reasonably request to evidence such termination.

     7.8 COUNTERPARTS. This Guaranty may be executed in any number of
counterparts, each of which shall collectively and separately constitute one and
the same agreement.

     7.9 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE.

          EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS,
IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND
ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH GUARANTOR HEREBY
CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY,
CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG GUARANTORS, AGENT OR ANY
LENDER PERTAINING TO THIS GUARANTY OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, PROVIDED, THAT AGENT AND
GUARANTORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD
BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY, AND, PROVIDED, FURTHER, THAT
NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE GUARANTEED OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT, FOR THE BENEFIT OF
AGENT AND LENDERS. EACH GUARANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO


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 SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
GUARANTOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH GUARANTOR AT THE ADDRESS SET
FORTH ON SCHEDULE I HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN
THE U.S. MAILS, PROPER POSTAGE PREPAID.

     7.10 WAIVER OF JURY TRIAL.

          BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY
(RATHER THAN ARBITRATION RULES), EACH GUARANTOR AND AGENT DESIRES THAT DISPUTES
ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OR ARBITRATION, EACH GUARANTOR AND AGENT WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN
CONNECTION WITH THIS GUARANTY AND THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO.

     7.11 LIMITATION ON GUARANTEED OBLIGATIONS. Notwithstanding any provision
herein contained to the contrary, each Guarantor's liability hereunder shall be
limited to an amount not to exceed as of any date of determination the greater
of:

          (a) the net amount of all Loans and other extensions of credit
     (including Letters of Credit) advanced under the Credit Agreement and
     directly or indirectly re-loaned or otherwise transferred to, or incurred
     for the benefit of, such Guarantor, plus interest thereon at the applicable
     rate specified in the Credit Agreement; or

          (b) the amount which could be claimed by the Agent and Lenders from
     such Guarantor under this Guaranty without rendering such claim voidable or
     avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under
     any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
     Conveyance Act or similar statute or common law after taking into account,
     among other things, such Guarantor's right of contribution and
     indemnification from each other Guarantor under SECTION 7.12.


                                       10





  





 











  







     7.12 CONTRIBUTION WITH RESPECT TO GUARANTEED OBLIGATIONS.

          (a) To the extent that any Guarantor shall make a payment under this
     Guaranty of all or any of the Guaranteed Obligations (a "Guarantor
     Payment") which, taking into account all other Guarantor Payments then
     previously or concurrently made by the other Guarantors, exceeds the amount
     which such Guarantor would otherwise have paid if each Guarantor had paid
     the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in
     the same proportion that such Guarantor's "Allocable Amount" (as defined
     below) (in effect immediately prior to such Guarantor Payment) bore to the
     aggregate Allocable Amounts of all of Guarantors in effect immediately
     prior to the making of such Guarantor Payment, THEN, following indefeasible
     payment in full in cash of the Obligations and termination of the
     Commitments, such Guarantor shall be entitled to receive contribution and
     indemnification payments from, and be reimbursed by, each of the other
     Guarantors for the amount of such excess, PRO RATA based upon their
     respective Allocable Amounts in effect immediately prior to such Guarantor
     Payment.

          (b) As of any date of determination, the "ALLOCABLE AMOUNT" of any
     Guarantor shall be equal to the maximum amount of the claim which could
     then be recovered from such Guarantor under this Guaranty without rendering
     such claim voidable or avoidable under Section 548 of Chapter 11 of the
     Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
     Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

          (c) This SECTION 7.12 is intended only to define the relative rights
     of Guarantors and nothing set forth in this SECTION 7.12 is intended to or
     shall impair the obligations of Guarantors, jointly and severally, to pay
     any amounts as and when the same shall become due and payable in accordance
     with the terms of this Guaranty.

          (d) The rights of the parties under this SECTION 7.12 shall be
     exercisable upon the full and indefeasible payment of the Guaranteed
     Obligations and the termination of the Credit Agreement and the other Loan
     Documents.

          (e) The parties hereto acknowledge that the rights of contribution and
     indemnification hereunder shall constitute assets of any Guarantor to which
     such contribution and indemnification is owing.

8.   SECURITY.

          To secure payment of each Guarantor's obligations under this Guaranty,
concurrently with the execution of this Guaranty, each Guarantor has entered
into a Security Agreement pursuant to which each Guarantor has granted to Agent
for the benefit of Lenders a security interest in substantially all of its
personal property and if applicable, has entered into a Pledge Agreement with
Agent for the benefit of Lenders.

                            [Signature Page Follows]


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          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Guaranty as of the date first above written.

                                   GUARANTORS:
                                   -----------

                                   PRIMEDEX HEALTH SYSTEMS, INC.

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


                                   BEVERLY RADIOLOGY MEDICAL GROUP, III

                                   BY: PRONET IMAGING MEDICAL GROUP, INC.,
                                   ITS GENERAL PARTNER

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

                                   BY: BEVERLY RADIOLOGY MEDICAL GROUP,
                                   INC., ITS GENERAL PARTNER

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


                                   BEVERLY RADIOLOGY MEDICAL GROUP, INC.

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


                                   PRONET IMAGING MEDICAL GROUP, INC.

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

                    [Signature Page to Second Lien Guaranty]





  





 











  








                                   RADNET SUB, INC.

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


                                   SO CAL MR SITE MANGEMENT, INC.

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


                                   RADNET MANGEMENT I, INC.

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


                                   RADNET MANAGEMENT II, INC.

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


                                   RADNET MANAGED IMAGING SERVICES, INC.

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


                                   DIAGNOSTIC IMAGING SERVICES, INC.

                                   By: /s/ Howard G. Berger
                                   Name: Howard G. Berger, M.D.
                                   Title: Chief Financial Officer


                    [Signature Page to Second Lien Guaranty]





  





 











  







                                   RADIOLOGIX, INC.

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


                                   ADVANCED IMAGING PARTNERS, INC.

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


                                   IDE IMAGING PARTNERS, INC.

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


                                   MID ROCKLAND IMAGING PARTNERS, INC.

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


                                   PACIFIC IMAGING PARTNERS, INC.

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


                                   QUESTAR IMAGING, INC.

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


                    [Signature Page to Second Lien Guaranty]





  





 











  








                                   TREASURE COAST IMAGING PARTNERS, INC,

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


                                   COMMUNITY IMAGING PARTNERS, INC.

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


                                   RADIOLOGY AND NUCLEAR MEDICINE IMAGING
                                   PARTNERS, INC.

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


                                   VALLEY IMAGING PARTNERS, INC.

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


                                   QUESTAR DULUTH, INC.

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


                                   QUESTAR LOS ALAMITOS, INC.

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


                    [Signature Page to Second Lien Guaranty]





  





 











  







                                   QUESTAR VICTORVILLE, INC.

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


                                   ROCKY MOUNTAIN OPENSCAN MRI, LLC

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


                                   FRI, INC.

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


                    [Signature Page to Second Lien Guaranty]





  





 











  








                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as Agent

                                   By:  /s/ Andrew D. Moore
                                   Name: Andrew D. Moore
                                   Title: Duly Authorized Signatory



                    [Signature Page to Second Lien Guaranty]





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