Exhibit 10.19


March 15, 2007


InSight Health Services Corp. and


 its Subsidiaries listed on the


 signature pages hereto


26250 Enterprise Court


Suite 100


Lake Forest, California 92630


Attention: Chief Financial Officer


 


Re:  Conversion
of Senior Subordinated Notes to Equity


Ladies and Gentlemen:


Reference is made
to that certain Amended and Restated Loan and Security Agreement (as at any
time amended, restated, modified or supplemented, the “Loan Agreement”),
dated September 22, 2005, by and among InSight Health Services Corp.  (individually and, in its capacity as the representative of
the other Borrowers (as defined below) pursuant to Section 4.4 of the Loan Agreement, “InSight Health”), a
Delaware corporation, and those subsidiaries of InSight Health listed on the
signature pages hereto (InSight Health and each of its subsidiaries listed on
the signature pages hereto being referred to collectively as “Borrowers,”
and individually as a “Borrower”), the various financial institutions
listed on the signature pages hereto (together with their respective successors
and permitted assigns, “Lenders”), and Bank of America, N.A. (“Bank
of America”), a national bank, in its capacity as collateral and
administrative agent for the Lenders (together with its successors in such
capacity, “Administrative Agent”). 
Capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed to such terms in the Loan Agreement.


Sponsors and
Sponsor Related Parties own approximately100% of the issued and outstanding
Equity Interests of Parent on the date hereof. 
Borrowers have advised Administrative Agent and Lenders that, as
disclosed in that certain Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, made by Parent on February 16, 2007 (as at
any time amended, supplemented or modified, the “S-4”), Parent has
offered to exchange shares of the common stock of Parent for the valid tender
of Senior Subordinated Notes by the holders thereof (the “Exchange Offer”).  After giving effect to the Exchange Offer,
assuming all of the Senior Subordinated Notes are exchanged for shares of
common stock of Parent, the former holders of the Senior Subordinated Notes
will own, in the aggregate, more than a majority of the common stock of Parent.  The exchange of shares of the common stock of
Parent for Senior Subordinated Notes and the cancellation of Senior
Subordinated Notes so exchanged as described in the S-4 is hereinafter referred
to collectively as the “Exchange Transaction.”  Absent the consent of Lenders, such a change
in the ownership of the Equity Interests of Parent would constitute a Change of
Control under the Loan Agreement and, therefore, an Event of Default pursuant
to Section 12.1.15 thereof.


As a result, Borrowers have requested that
Administrative Agent and Lenders (i) consent to the Exchange Offer and
amendment of the Senior Subordinated Notes Indenture as described in the S-4
(the “Indenture Amendment”), the Exchange Transaction and the change of
ownership of Parent













that would result therefrom, and (ii) agree to amend the Loan Agreement
in certain respects in connection therewith.


 


Administrative
Agent and Lenders are willing to (i) consent to the Exchange Offer and the
Indenture Amendment, the Exchange Transaction and the change of ownership of
Parent that would result therefrom, and (ii) agree to amend the Loan Agreement
in certain respects in connection therewith, in each case on the terms and
subject to the conditions set forth herein.


NOW, THEREFORE,
the parties hereto, intending to be bound hereby, agree as follows:


1.             Consent to Exchange Offer and Exchange Transaction.  In reliance upon the representations,
warranties, agreements and covenants of Borrowers set forth herein,
Administrative Agent and Lenders hereby consent to (i) the Exchange Offer as
described in the S-4, the Exchange Transaction and the change of ownership of
Parent that would result therefrom and (ii) the Indenture Amendment, provided
that, in each instance, each of the following conditions is satisfied in connection
therewith:


(a)           the
Exchange Transaction and the change of ownership of Parent that would
result therefrom and the Indenture Amendment are consummated in full no later
than June 30, 2007; and


(b)           all of the Senior Subordinated Notes
tendered as part of the Exchange Transaction are retired and cancelled.


To the extent that any of the terms and provisions of the Loan
Agreement or any of the other Loan Documents (other than this letter agreement
and the terms and conditions set forth herein) would otherwise restrict
Borrowers’ ability to enter into or consummate the Exchange Offer, the Exchange
Transaction or the Indenture Amendment, Administrative Agent and Lenders hereby
waive the same with respect to the Exchange Offer, the Exchange Transaction and
the Indenture Amendment.  The foregoing waiver shall not  extend to, or be deemed a waiver with
respect to, any matter other than (i) the Exchange Offer or the Exchange
Transaction resulting from the Exchange Offer on the terms and conditions set
forth in the S-4 and (ii) the Indenture Amendment.


2.             Additional
Agreement.  For the avoidance of doubt, Administrative
Agent and Lenders hereby acknowledge and agree that any Impermissible
Qualification in the accountants’ certification of the Parent’s audited Consolidated
financial statements for the 2006 Fiscal Year (the “2006 Audited Financials”)
included in the S-4 or in any other filing by Parent or Borrowers with the SEC
that relates to or includes the 2006 Audited Financials shall not constitute a
Default or Event of Default.


3.             Amendments
to Loan Agreement.  In addition to the foregoing
consents and agreements, the parties hereto agree that, from and after the
consummation of the Exchange Transaction, 
the definition of “Change of Control” contained in Section 1.1 of the
Loan Agreement shall be amended by substituting the following new definition in
lieu thereof:


Change of Control - the occurrence of any of the following: (i) Parent ceases to own and
control, beneficially and of record, all of the Equity



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Interests in InSight Health; (ii) except in the
case of any Permitted Asset Disposition, InSight Health ceases to own and
control, beneficially and of record, all of the Equity Interests in each of the
other Borrowers; (iii) all or substantially all of InSight Health’s assets
are sold as an entirety to any Person or related group of Persons;
(iv) InSight Health is merged with or into another Person, other than a
Borrower; (v) any Person or related group of Persons (other than Sponsors
and Sponsor Related Parties) acquires by way of a purchase, merger,
consolidation or other business combination a majority of the Equity Interests
entitled to vote in the election of directors of InSight Health; or (vi) a
change in the majority of the board of directors of InSight Health unless such
new directors were (x) approved or nominated for election to such board of
directors by the then majority of the board of directors of InSight Health or
(y) approved or nominated for election by one or more of Sponsors and Sponsor
Related Parties.


4.             No Novation, Etc.  The parties hereto acknowledge and agree
that, except as set forth herein, nothing in this letter agreement shall be
deemed to amend or modify any provision of the Loan Agreement or any of the
other Loan Documents, each of which shall remain in full force and effect,  and Administrative Agent’s and Lenders’
willingness to consent to the Exchange Offer, the Exchange Transaction and any
change of ownership of Parent resulting therefrom as set forth herein, shall
not extend to, or be deemed a consent, to any other transactions other than in
accordance with the terms of the Loan Agreement.  This letter agreement is not intended to be,
nor shall it be construed to create, a novation or accord and satisfaction, and
the Loan Agreement as herein modified shall continue in full force and effect.


5.             Ratification and
Reaffirmation.  Borrowers
hereby ratify and reaffirm the Obligations, each of the Loan Documents and all
of Borrowers’ covenants, duties, indebtedness and liabilities under the Loan
Documents.


6.             Acknowledgements and Stipulations; Representation and
Warranties.
By its signature below, each Borrower (a) acknowledges and stipulates that (i)
the Loan Agreement and the other Loan Documents executed by such Borrower are
legal, valid and binding obligations of such Borrower that are enforceable
against such Borrower in accordance with the terms thereof, except as the
enforceability thereof maybe limited by bankruptcy, insolvency or other similar
laws of general application affecting the enforcement of creditors’ rights,
(ii) all of the Obligations of such Borrower are owing and payable without
defense, offset or counterclaim (and to the extent there exists any such
defense, offset or counterclaim on the date hereof, the same is hereby waived
by each Borrower), (iii) the security interests and liens granted by such
Borrower in favor of Administrative Agent are duly perfected, first priority
security interests and Liens (subject only to those Permitted Liens that
are expressly permitted by the terms of the Loan Agreement to have
priority over the Liens of Administrative Agent), and (iv) the Loan
Agreement and any actions taken under the Loan Agreement are hereby ratified
and approved by such Borrower; and (b) represents and warrants to Administrative
Agent and Lenders, to induce Administrative Agent and Lenders to enter into
this letter agreement, that (i) the execution, delivery and performance of this
letter agreement has been duly authorized by all requisite corporate or limited
liability company action on the part of such Borrower, (ii) all of the
representations and warranties made by such Borrower in the Loan



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Agreement and the other Loan Documents are true and
correct in all material respects on and as of the date hereof, except to the
extent that any such representation or warranty is stated to relate to an
earlier date, in which case such representation or warranty shall be true and
correct in all material respects on and as of such earlier date, and (iii) to
the best of such Borrower’s knowledge, there exists no claim or cause of action
of any kind or nature, whether absolute or contingent, disputed or undisputed,
at law or in equity, that such Borrower has or has ever had against
Administrative Agent or any Lender arising under or in connection with any of
the Loan Documents (and to the extent there exists any such claim or cause of
action on the date hereof, the same is hereby waived by such Borrower).


7.             Fee
and Expenses.


(a)          In
consideration of Lenders’ willingness to enter into this letter agreement and
provide the consents and waivers set forth herein, Borrowers agree to pay to
Administrative Agent, for the Pro Rata benefit of Lenders party hereto on the
date hereof, a fee in the amount of $15,000. 
Such fee shall be fully earned on the date hereof and shall not be
subject to rebate or refund for any reason; provided, however,
that, if an Insolvency Proceeding is commenced by or against any or all of the
Borrowers on or before June 30, 2007 and such Borrower enters (or such Borrowers
enter) into a transaction for the provision of debtor-in-possession financing
provided by Bank of America or a syndicate of banks and other lenders,
including Bank of America, arranged by Bank of America or any of its
Affiliates, then Bank of America, its Affiliates and the Lenders, as
applicable, shall credit the entirety of such fee against any fees of Bank of
America, its Affiliates or the Lenders payable in connection with such
debtor-in-possession financing; provided that nothing herein shall obligate
Bank of America to provide or arrange the debtor-in-possession financing
described hereinabove, and this letter agreement shall not be construed as an
offer, agreement or commitment to provide or arrange such financing.


(b)          Additionally,
Borrowers agrees to pay, on demand,
all reasonable out-of-pocket costs and expenses incurred by Administrative
Agent and Lenders in connection with the preparation, negotiation and execution
of this letter agreement and any other Loan Documents executed pursuant hereto
and any and all amendments, modifications and supplements thereto, including
the reasonable costs and fees of Administrative Agent’s outside legal counsel.


8.             Miscellaneous.  This letter
agreement shall be governed by and construed in accordance with the internal
laws of the State of New York.  This
letter agreement shall be binding upon an inure to the benefit of the parties
and their respective successors and assigns. 
This letter agreement may be executed in any number of counterparts and
by different parties to this letter agreement on separate counterparts, each of
which when so executed, shall be deemed an original, but all such counterparts
shall constitute one and the same agreement. 
Any signature delivered by a party by facsimile transmission or portable
document format by electronic mail shall be deemed to be an original signature
hereto.  To the fullest extent permitted by Applicable Law, the parties hereto
each hereby waives the right to trial by jury in any action, suit, counterclaim
or proceeding arising out of or related to this letter agreement.


[Signatures
appear on following page]



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This letter agreement shall be effective upon
Administrative Agent’s receipt of counterparts hereof duly executed by Lenders
and Borrowers.


	
  

  	
  Very truly yours

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Benefield

  
	
   

  	
  Name:

  	
  Seth Benefield

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Benefield

  
	
   

  	
  Name:

  	
  Seth Benefield

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


[Signatures
continued on following page]



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  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILKES-BARRE IMAGING, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight Health Corp., as the sole member and sole
  manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
					



 


	
   

  	
  MRI
  ASSOCIATES, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight
  Health Corp., as the general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VALENCIA MRI,
  LLC

  
	
   

  	
  ORANGE COUNTY REGIONAL PET CENTER-IRVINE, LLC

  
	
   

  	
  SAN FERNANDO VALLEY REGIONAL PETCENTER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  InSight
  Health Corp., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  



 


[Signatures
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  PARKWAY
  IMAGING CENTER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
  Name:

  	
  Mitch C. Hill

  
	
   

  	
  Title:

  	
  Manager

  
					



 


	
   

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
  OPEN MRI, INC.

  
	
   

  	
  MAXUM
  HEALTH CORP.

  
	
   

  	
  RADIOSURGERY CENTERS, INC.

  
	
   

  	
  DIAGNOSTIC
  SOLUTIONS CORP.

  
	
   

  	
  MAXUM
  HEALTH SERVICES CORP.

  
	
   

  	
  MAXUM
  HEALTH SERVICES OF NORTH TEXAS, INC.

  
	
   

  	
  MAXUM
  HEALTH SERVICES OF DALLAS, INC. 

  
	
   

  	
  NDDC,
  INC.

  
	
   

  	
  SIGNAL
  MEDICAL SERVICES, INC.

  
	
   

  	
  INSIGHT
  IMAGING SERVICES CORP.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING CENTERS, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- BILTMORE, INC.

  
	
   

  	
  COMPREHENSIVE
  OPEN MRI-EAST MESA, INC.

  
	
   

  	
  TME
  ARIZONA, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- FREMONT, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  SAN FRANCISCO, INC.

  
	
   

  	
  COMPREHENSIVE
  OPEN MRI- GARLAND, INC.

  
	
   

  	
  IMI OF
  ARLINGTON, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- FAIRFAX, INC.

  
	
   

  	
  IMI OF
  KANSAS CITY, INC.

  
	
   

  	
  COMPREHENSIVE
  MEDICAL IMAGING- BAKERSFIELD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  



 


[Signatures
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  COMPREHENSIVE OPEN MRI- CARMICHAEL/FOLSOM, LLC

  
	
   

  	
  SYNCOR
  DIAGNOSTICS SACRAMENTO, LLC

  
	
   

  	
  SYNCOR
  DIAGNOSTICS BAKERSFIELD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and

  Comprehensive Medical Imaging Centers,

  Inc., as the members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PHOENIX REGIONAL PET CENTER-THUNDERBIRD, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging Centers, Inc., as the sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  



 


[Signatures continued on following page]



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  MESA MRI

  
	
   

  	
  MOUNTAIN VIEW MRI

  
	
   

  	
  LOS GATOS IMAGING CENTER

  
	
   

  	
  WOODBRIDGE MRI

  
	
   

  	
  JEFFERSON MRI-BALA

  
	
   

  	
  JEFFERSON MRI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Comprehensive
  Medical Imaging, Inc. and Comprehensive Medical Imaging Centers, Inc., as the
  members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  



 



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