-1-

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

_____________________________________

 : CIVIL ACTION

In Re DVI, Inc. Securities Litigation :

____________________________________ : Case No. 2:03-CV-5336-LDD

ORDER OF FINAL JUDGMENT AND DISMISSAL

On November 2, 2007, a hearing having been held before this Court to determine: (1)

whether the terms and conditions of the Stipulation of Settlement dated June 25, 2007

(hereinafter referred to individually and interchangeably as the “Stipulation” and the

“Settlement”), including the releases provided for in the Stipulation, are fair, reasonable and

adequate for the settlement of all claims asserted by the Class against Defendants Nathan

Shapiro, William Goldberg and John McHugh (the “Settling Defendants”) respectively, in the

Complaint now pending in this Court under the above caption, and should be approved; (2)

whether a Settlement Class should be finally certified for purposes of the proposed Settlement;

(3) whether judgment should be entered dismissing the Complaint with prejudice as to Settling

Defendants; and (4) whether and in what amount to award Plaintiffs' Lead Counsel fees and

reimbursement of expenses.

The Court, having previously granted certification of a Settlement Class as to Plaintiffs’

claims against the Settling Defendants on July 16, 2007, and having considered all matters

submitted to it at the hearing and otherwise, and it appearing that a notice of the hearing

substantially in the form approved by the Court was mailed to all persons or entities reasonably

identifiable who purchased the DVI, Inc. securities at issue in this Action from August 10, 1999

Case 2:03-cv-05336-LDD Document 528 Filed 11/05/07 Page 1 of 7
-2-

to August 13, 2003 (dates inclusive) (the "Class Period"), and who were damaged thereby, except

those persons or entities excluded from the definition of the Class or who previously excluded

themselves from the Class, and that a summary notice of the hearing substantially in the form

approved by the Court was published on one occasion in: the national editions of The Wall Street

Journal; USA Today, and editions of the Chicago Tribune and the Philadelphia Inquirer, as well

as published on one occasion on the PR Newswire, and the Court having considered and

determined the fairness and reasonableness of the award of attorneys' fees and expenses

requested; and all capitalized terms used herein having the meanings as set forth and defined in

the Stipulation;

NOW, this 5th day of November 2007, IT IS HEREBY ORDERED THAT:

1. The Court has jurisdiction over the subject matter of the Action, the Plaintiffs, the

Settlement Class Members, and the Settling Defendants.

2. The Court determines for purposes of finally approving the Stipulation only that

the action as against Settling Defendants may proceed for settlement purposes as a class action

under Federal Rules of Civil Procedure 23(a) and (b)(3) in that: (a) the number of Class Members

is so numerous that joinder of all members thereof is impracticable; (b) there are questions of law

and fact common to the Class; (c) the claims of the Lead Plaintiffs (who have moved for

appointment as Class Representatives) are typical of the claims of the Class they seek to

represent; (d) the Lead Plaintiffs have and will fairly and adequately represent the interests of the

Class; (e) the questions of law and fact common to the Class Members predominate over any

questions affecting only individual members of the Class; and (f) a class action is superior to

other available methods for the fair and efficient adjudication of the controversy.

Case 2:03-cv-05336-LDD Document 528 Filed 11/05/07 Page 2 of 7
-3-

3. The Court therefore also determines for purposes of finally approving the

Stipulation only that the Lead Plaintiffs may represent a Settlement Class defined as follows,

which the Court hereby certifies for settlement purposes only:

All persons and entities who purchased or otherwise acquired the securities of

DVI (its common stock and 9 7/8% Senior Notes), between August 10, 1999 and

August 13, 2003, both dates inclusive. Excluded from the Settlement Class are

Defendants; any entity in which a Defendant has a controlling interest or is a part

or subsidiary of, or is controlled by a Defendant; the officers, directors, legal

representatives, heirs, predecessors, successors and assigns of any of the

Defendants; plaintiffs named in the WM High Yield Fund, et al. v. O’Hanlon, et

al., No. 04-CV-3423 (E.D. Pa.); and those persons or entities who timely and

validly request exclusion from the Settlement Class pursuant to the Notice.

4. Notice of the pendency of this Action as a class action and of the proposed Partial

Settlement was given to all Class Members who could be identified with reasonable effort. The

form and method of notifying the Class of the pendency of the action as a class action and the

terms and conditions of the proposed Partial Settlement met the requirements of Rule 23 of the

Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15

U.S.C. ' 78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 (the

"PSLRA"), due process, and any other applicable law; constituted the best notice practicable

under the circumstances; and constituted due and sufficient notice to all persons and entities

entitled thereto.

5. The Partial Settlement is approved as fair, reasonable and adequate, and the

parties are directed to and shall consummate and abide by the Partial Settlement in accordance

with the terms and provisions of the Stipulation.

6. The Complaint, which the Court finds was filed on a good faith basis in

Case 2:03-cv-05336-LDD Document 528 Filed 11/05/07 Page 3 of 7
-4-

accordance with the PSLRA and Rule 11 of the Federal Rules of Civil Procedure based upon all

publicly available information, is hereby dismissed with prejudice and without costs, except as

provided in the Stipulations, as against Settling Defendants only.

7. Class Members who have not previously excluded themselves from the Class and

the successors and assigns of any of them are hereby permanently barred and enjoined from

instituting, commencing or prosecuting all claims, rights, demands, suits, matters, issues or

causes of action, whether known or unknown, asserted or unasserted, whether under state or

federal law, including the federal securities laws, and whether directly, indirectly, derivatively,

representatively or in any other capacity, arising out of losses sustained by the Class with respect

to any transaction in or related to the DVI, Inc. securities (the "Settled Claims") (but excluding

any claims to enforce the terms of the Partial Settlement) against Settling Defendants and

Settling Defendants’ trusts for which Settling Defendants are the settlor or which is for the

benefit of them or their families; Settling Defendants’ personal or legal representatives, heirs,

executors, administrators, and any other Person acting on their behalf; and all of Settling

Defendants’ past and present agents, employees, attorneys, insurers, co-insurers, reinsurers,

accountants, advisors, successors, shareholders, directors, affiliates, parents, subsidiaries, and

assigns; provided, however, that nothing herein shall bar or enjoin any Members of the Class

from instituting or pursuing any claims against Defendants Michael A. O’Hanlon, Steven R.

Garfinkel, John P. Boyle, Terry Cady, Gerald Cohn, Harry T.J. Roberts, Deloitte & Touche, LLP,

Merrill Lynch & Co., Inc., Radnet Management, Inc., Richard E. Miller, Anthony J. Turek,

Thomas Pritzker, the Pritzker Organization LLC, and certain unnamed Pritzker family members,

Clifford Chance LLP and Clifford Chance (US) LLP. The Settled Claims are hereby

Case 2:03-cv-05336-LDD Document 528 Filed 11/05/07 Page 4 of 7
-5-

compromised, settled, released, discharged and dismissed as against Settling Defendants with

prejudice by virtue of the proceedings herein and this Order and Final Judgment.

8. To the maximum extent permitted by law, the Court hereby bars (1) all claims

against Settling Defendants for indemnity or contribution or any other claim against Settling

Defendants arising out of the Action or otherwise where the injury to the claimant is the

claimant's actual or threatened liability to the Class arising out of or related to any transactions

with respect to the DVI securities, and (2) all claims by Settling Defendants against any person

for indemnity or contribution arising out of the Action or otherwise where the injury to the

claimant is the claimant's actual or threatened liability to the Class arising out of or related to any

transactions with respect to the securities.

9. Any non-settling party shall be entitled to a reduction in any final verdict or

judgment in an amount calculated as provided for in 15 U.S.C. ' 78u-4(f)(7)(B). 

10. Neither this Order and Final Judgment, the Stipulation, nor any of their terms and

provisions, nor any of the negotiations or proceedings connected therewith, nor any of the

documents or statements referred to therein shall be:

a. offered or received against the Settling Defendants as evidence of or

construed as or deemed to be evidence of any presumption, concession, or admission by Settling

Defendants with respect to the truth of any fact alleged by the Plaintiffs or the validity of any

claim that had been or could have been asserted in the Action or in any litigation, or the

deficiency of any defense that has been or could have been asserted in the Action or in any

litigation, or of any liability, negligence, fault, or wrongdoing of Settling Defendants;

Case 2:03-cv-05336-LDD Document 528 Filed 11/05/07 Page 5 of 7
-6-

b. construed as or received in evidence as an admission, concession or

presumption against Lead Plaintiffs or the Class, or any of them that any of their claims are

without merit or are subject to any infirmities, or that damages recoverable under the Complaint

would not have exceeded the Settlement Amount; or 

c. construed against Settling Defendants, or Lead Plaintiffs or the Class as an

admission or concession that the consideration to be given hereunder represents the amount

which could be or would have been recovered after trial.

11. On the Effective Date of the Partial Settlement, all Class Members and anyone

claiming through or on behalf of any of them, will be forever barred and enjoined from

commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in

any court of law or equity, arbitration tribunal, or administrative forum, asserting the Released

Claims against any of the Released Parties, except that these releases shall not bar any suit or

action to enforce the terms of the Stipulation or this Order of Final Judgment and Dismissal.

12. The Court finds that all parties to the Stipulation and their counsel have complied

with each requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings

herein.

13. Plaintiffs' Lead Counsel are hereby awarded $975,000 in attorneys' fees, which

shall be paid from the Partial Settlement Fund and which the Court finds to be fair and

reasonable, and $325,000 in reimbursement of expenses, both of which shall be paid to Plaintiffs'

Lead Counsel from the Partial Settlement Fund with interest from the date such Partial

Settlement Fund was funded to the date of payment at the same interest rate that the Partial

Settlement Fund earns.

Case 2:03-cv-05336-LDD Document 528 Filed 11/05/07 Page 6 of 7
-7-

14. Exclusive jurisdiction is hereby retained over the parties and the Class Members

for all matters relating to this Action, including the administration, interpretation, effectuation or

enforcement of the Stipulation and this Order and Final Judgment, and including any application

for fees and expenses incurred in connection with administering and distributing the settlement

proceeds to the members of the Class.

15. Without further order of the Court, the parties may agree to reasonable extensions

of time to carry out any provisions of the Stipulation.

16. There is no just reason for delay in the entry of this Order and Final Judgment and

immediate entry by the Clerk of Court is expressly directed pursuant to Rule 54(b) of the Federal

Rules of Civil Procedure.

BY THE COURT:

/S/LEGROME D. DAVIS

Legrome D. Davis, J.

Case 2:03-cv-05336-LDD Document 528 Filed 11/05/07 Page 7 of 7