IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

____________________________________________

 : Case No. 2:03-CV-5336

In Re DVI, Inc. Securities Litigation :

____________________________________________: Hon. Legrome D. Davis

LEAD PLAINTIFFS’ MOTION FOR ENTRY OF ORDER APPROVING 

PARTIAL SETTLEMENTS, PLAN OF ALLOCATION, CERTIFICATION OF A 

SETTLEMENT CLASS, AND ATTORNEYS’ FEES AND EXPENSES

Lead Plaintiffs respectfully move this Court pursuant to Fed. R. Civ. Pro. 23(e) 

for an order, in the form attached hereto as Exhibit 1, approving the three separate 

Settlement Agreements that Lead Plaintiffs have entered into with Defendants OnCure 

Medical Corp., f/k/a OnCure Technologies Corp., Dolphin Medical Inc. and PresGar 

Imaging L.C. (the “Partial Settlements”).

For the reasons set forth in Lead Plaintiffs’ accompanying Memorandum of Law 

in Support of Motion for Entry of Order Approving Partial Settlements, Lead Plaintiffs 

respectfully request that this Court (a) approve the Partial Settlements; (b) approve the 

parties’ plan of allocation; (c) approve and certify a settlement class; and (d) award 

Plaintiffs’ Counsel’s requested attorneys’ fees and expense reimbursement.

Dated: November 2, 2006

Respectfully submitted,

KRISLOV & ASSOCIATES, LTD.

By: /s/ Michael R. Karnuth

Clinton A. Krislov, Esq.

Michael R. Karnuth, Esq.

20 North Wacker Drive

Case 2:03-cv-05336-LDD Document 400 Filed 11/02/06 Page 1 of 11
Chicago, Illinois 60606

Phone: 312-606-0500

Fax: 312-606-0207

Plaintiffs’ Lead Counsel

Steven A. Schwartz, Esq.

Attorney I.D. No. 50579

Kathy Meermans Esq.

Attorney I.D. No. 37846

Chimicles & Tikellis LLP

361 W. Lancaster Avenue

One Haverford Centre

Haverford, PA 19041

Phone: 610-642-8500

Fax: 610-649-3633

Plaintiffs’ Liaison Counsel

Case 2:03-cv-05336-LDD Document 400 Filed 11/02/06 Page 2 of 11
EXHIBIT 1

Case 2:03-cv-05336-LDD Document 400 Filed 11/02/06 Page 3 of 11
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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

_____________________________________

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

In Re DVI, Inc. Securities Litigation :

____________________________________ : Judge Legrome D. Davis

ORDER OF FINAL JUDGMENT AND DISMISSAL

On November 9, 2006, a hearing having been held before this Court to determine: 

(1) whether the terms and conditions of the Stipulations and Agreements of Settlement 

dated October 10, 2005, December 13, 2005 and April 19, 2006 (the “Stipulations”), as 

amended on July 19, 2006, including the releases provided for in the Stipulations, are 

fair, reasonable and adequate for the settlement of all claims asserted by the Class against 

Defendants OnCure Medical Corp., f/k/a OnCure Technologies Corp. (“OnCure”), 

Dolphin Medical, Inc. (“Dolphin”) and PresGar Imaging LC (“PresGar”), respectively, in 

the Complaint now pending in this Court under the above caption, and should be 

approved; (2) whether judgment should be entered dismissing the Complaint with 

prejudice as to OnCure, Dolphin and PresGar; and (3) 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 on August 

18, 2006 as to Plaintiffs’ claims against the Settling Defendants, 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 and August 13, 2003 (dates inclusive) (the "Class Period"), 

Case 2:03-cv-05336-LDD Document 400 Filed 11/02/06 Page 4 of 11
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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 edition of The Wall Street Journal; USA 

Today; a Sunday edition of the Chicago Tribune and the Philadelphia Inquirer, as well as 

electronically on Primezone, 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 

Stipulations.

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

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

Plaintiffs, the Class Members, and the Settling Defendants (specifically OnCure, Dolphin 

and PresGar).

2. The Court determines for purposes of finally approving the Stipulations 

only that the action as against Settling Defendants OnCure, Dolphin and PresGar 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 and Class Representatives are typical of 

the claims of the Class they seek to represent; (d) the Class Representatives 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 

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members of the Class; and (f) a class action is superior to other available methods for the 

fair and efficient adjudication of the controversy.

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

Stipulations only that the Class Representatives 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-CV3423 (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 Settlements 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 Settlements and the Plan of Allocation are approved as fair, 

reasonable and adequate, and the parties are directed to and shall consummate and abide 

by the Partial Settlements in accordance with the terms and provisions of the Stipulations.

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

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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 OnCure, 

Dolphin and PresGar 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 OnCure, Dolphin and PresGar, trusts for 

which OnCure, Dolphin and PresGar are the settlor or which is for the benefit of them or 

their families; OnCure’s, Dolphin’s and PresGar’s personal or legal representatives, heirs, 

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

OnCure’s, Dolphin’s and PresGar’s 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, Nathan Shapiro, William S. Goldberg, Harry T.J. Roberts, 

John E. McHugh, Deloitte & Touche, LLP, Merrill Lynch & Co., Inc., Radnet 

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Management, Inc., Richard E. Miller, Anthony J. Turek, or Canadian Imperial Bank of 

Commerce Trust Company (Bahamas) Limited, as trustee of trusts for the benefit of the 

grandchildren of A.N. Pritzker, 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 compromised, settled, released, discharged and 

dismissed as against Settling Defendants OnCure, Dolphin and PresGar and any Released 

Party (as defined in the Stipulations) 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 OnCure, Dolphin and PresGar, and Released Parties, 

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

Dolphin and PresGar 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 OnCure, Dolphin and PresGar 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). In 

addition, any non-settling party who claims to be covered under any insurance policy 

issued by an Insurer, if any, shall also be entitled to a credit against any final judgment 

equal to the amount of coverage actually available, if any, that a court determines would

Case 2:03-cv-05336-LDD Document 400 Filed 11/02/06 Page 8 of 11
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have been available to such non-settling party under such insurance policy but for the 

operation of the bar order in the Order of Final Judgment and Dismissal.

10. Neither this Order and Final Judgment, the Stipulations, 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 OnCure, 

Dolphin and PresGar as evidence of or construed as or deemed to be evidence of any 

presumption, concession, or admission by Settling Defendants OnCure, Dolphin and 

PresGar 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 OnCure, Dolphin 

and PresGar;

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 Amounts; or 

c. construed against Settling Defendants OnCure, Dolphin and 

PresGar, 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 these Partial Settlements (as defined in the 

Stipulations), all Class Members and anyone claiming through or on behalf of any of 

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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 Stipulations or this Order of Final Judgment and Dismissal.

12. The Court finds that all parties to the Stipulations 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 $ ___________ in attorneys' 

fees, which shall be paid from the Class Settlement Fund and which the Court finds to be 

fair and reasonable, and $ ____________ in reimbursement of expenses, both of which 

shall be paid to Plaintiffs' Lead Counsel from the Class Settlement Fund with interest 

from the date such Class Settlement Fund was funded to the date of payment at the same 

net rate that the Class Settlement Fund earns.

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.

Case 2:03-cv-05336-LDD Document 400 Filed 11/02/06 Page 10 of 11
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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.

ENTER:

____________________________________

Judge, United States District Court

for the Eastern District of Pennsylvania

Dated: November __, 2006

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