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                            INSIGHT HEALTH SERVICES CORP.

                  CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
                       OF CONVERTIBLE PREFERRED STOCK, SERIES D

                (Pursuant to Section 151(g) of the General Corporation
                            Law of the State of Delaware.)

    InSight Health Services Corp., a corporation organized and existing under 
the laws of the State of Delaware (hereinafter the "Company"), DOES HEREBY 
CERTIFY THAT, pursuant to authority conferred upon the Board of Directors of 
the Company (the "Board") by the certificate of incorporation of the Company, 
as amended, the Board unanimously adopted the following resolutions on 
October 14, 1997 authorizing the issuance of the Series D Convertible 
Preferred Stock of the Company, which resolutions are still in full force and 
effect and are not in conflict with any provisions of the certificate of 
incorporation or bylaws of the Company: 

    RESOLVED, that pursuant to authority vested in the Board by the 
Certificate of Incorporation, the Board does hereby establish a series of 
preferred stock of the Company from the Company's authorized class of 
3,500,000 shares of $.001 par value preferred shares, such series to consist 
of 632,266 shares, and does hereby fix and state the voting rights, 
designation, powers, preferences and relative participating, optional or 
other special rights and the qualifications, limitations or restrictions 
thereof, as follows:

    SECTION 1.     DESIGNATION.  

    The Preferred Stock created and authorized hereby shall be designated as 
the "Convertible Preferred Stock, Series D" (hereinafter called the "SERIES D 
PREFERRED STOCK").  The number of shares of Series D Preferred Stock shall be 
632,266 and no more, provided, however, that the Board of Directors of the 
Company may increase the number of shares of Series D Preferred Stock 
pursuant to Section 151(g) of the Delaware General Corporation Law, but only 
in accordance with the provisions of Section 7(c) of the Series B Certificate 
of Designation and Section 7(c) of the Series C Certificate of Designation.

    SECTION 2.     RANK.

    The Series D Preferred Stock shall, with respect to dividend 
distributions and distributions upon the liquidation, winding up and 
dissolution of the Company, rank senior to all classes of Common Equity of 
the Company, and to each other class or series of Capital Stock of the 
Company (except for the Convertible Preferred Stock, Series A (hereinafter 
called the "SERIES A PREFERRED STOCK")) the terms of which do not expressly 
provide that it ranks senior to or on a parity with the Series D Preferred 
Stock as to dividend distributions and distributions upon the liquidation, 
winding up and dissolution of the Company (collectively referred to with the 
Common Equity of the Company as "JUNIOR SECURITIES").  The Series D Preferred 
Stock shall, with respect to dividend distributions and distributions upon 
the liquidation, winding up and dissolution of the Company, rank on a parity 
with any class or series of Capital Stock hereafter

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created which expressly provides that it ranks on a parity with the Series D 
Preferred Stock as to dividend distributions and distributions upon the 
liquidation, winding up and dissolution of the Company (shares of such a 
class or series, together with shares of the Series A Preferred Stock, shares 
of the Convertible Preferred Stock, Series B (the "SERIES B PREFERRED 
STOCK"), and shares of the Convertible Preferred Stock, Series C (the "SERIES 
C PREFERRED STOCK") are, collectively, the "PARITY SECURITIES").  The Series 
D Preferred Stock shall, with respect to dividend distributions and 
distributions upon the liquidation, winding up and dissolution of the 
Company, rank junior to each class or series of Capital Stock hereafter 
issued in accordance with Section 10 hereof and which expressly provides that 
it ranks senior to the Series D Preferred Stock as to dividend distributions 
or distributions upon the liquidation, winding up and dissolution of the 
Company ("SENIOR SECURITIES"). Any purported Supervoting Securities that were 
not created, authorized or issued in accordance with Section 10 hereof shall 
be deemed for all purposes related to voting rights to be identical to Common 
Stock, including, without limitation, as to voting rights with respect to the 
election of directors and all other matters submitted to a vote of 
stockholders.

    SECTION 3.     DIVIDENDS.

    (a)  The Company may (when, as and if declared by the Board of Directors 
of the Company) declare and pay dividends, out of the entire assets and funds 
of the Company legally available therefor, to the holders of the Series A 
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, 
the Series D Preferred Stock and the common stock, $.001 par value per share, 
of the Company (the "COMMON STOCK") ratably based on the number of shares of 
Common Stock held by each such Holder (assuming full conversion of all such 
shares of Series A Preferred Stock, Series B Preferred Stock, Series C 
Preferred Stock, and Series D Preferred Stock into Common Stock).

    (b)  Holders of shares of the Series D Preferred Stock shall be entitled 
to receive the dividends provided for in Section 3(a) hereof in preference to 
and in priority over any dividends upon any of the Junior Securities, except 
for the Common Stock.

    (c)  Holders of shares of the Series D Preferred Stock shall be entitled 
to receive the dividends provided for in Section 3(a) hereof on a pro rata 
basis with respect to any dividends upon any Parity Securities.

    SECTION 4.     LIQUIDATION PREFERENCE.

    (a)  Upon any Liquidating Event with respect to the Company, the Holders 
of shares of Series D Preferred Stock then outstanding shall be entitled to 
be paid, out of the assets of the Company available for distribution to its 
stockholders, $.001 per share of Series D Preferred Stock (the "LIQUIDATION 
PREFERENCE"), plus an amount in cash equal to any declared but unpaid 
dividends thereon, before any payment shall be made or any assets distributed 
to the holders of any of the Junior Securities, including, without 
limitation, Common Stock.  In addition, holders of shares of Series D 
Preferred Stock shall be entitled to receive any distribution in the event of 
liquidation, dissolution or winding up of the affairs of the Company pari 
passu with shares of Common Stock, on a pro rata basis (assuming full 
conversion of all shares of Series D Preferred Stock into Common Stock).  If 
the assets of the Company are not sufficient to pay in full the

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liquidation payments payable to the holders of outstanding shares of the 
Series D Preferred Stock and all Parity Securities, then the holders of all 
such shares shall share equally and ratably in such distribution of assets of 
the Company in accordance with the amounts which would be payable on such 
distribution if the amount to which the holders of outstanding shares of 
Series D Preferred Stock and the holders of outstanding shares of all Parity 
Securities are entitled were paid in full.

    (b)  "LIQUIDATING EVENT" shall mean, with respect to any Person, any of 
the following events:  (i) the commencement by such Person of a voluntary 
case under the bankruptcy laws of the United States, as now or hereafter in 
effect, or the commencement of an involuntary case against such Person with 
respect to which the petition shall not be controverted within 15 days, or be 
dismissed within 60 days, after commencement thereof; (ii) the appointment of 
a custodian for, or the taking charge by a custodian of, all or substantially 
all of the property of such Person; (iii) the commencement by such Person of 
any proceeding under any reorganization, arrangement, adjustment of debt, 
relief of debtors, dissolution, insolvency or liquidation or similar law of 
any jurisdiction whether now or hereafter in effect relating to such Person; 
(iv) the commencement against such Person of any proceeding set forth in the 
preceding clause (iii), which is not controverted within 10 days thereof and 
dismissed within 60 days after the commencement thereof; (v) the adjudication 
of such Person insolvent or bankrupt, or the adoption by such Person of a 
plan of liquidation; (vi) the occurrence of any Change of Control with 
respect to such Person or (vii) the filing of a certificate of dissolution in 
respect of the Company with the Secretary of State of the State of Delaware; 
in any of cases (i) through (vi) above, in a single transaction or series of 
related transactions. 

    SECTION 5.     CONVERSION

    (a)  Each holder of Series D Preferred Stock shall have the right, at its 
option, to convert, subject to the terms and provisions of this Section 5, 
all or any part of its Series D Preferred Stock then outstanding into such 
number of fully paid and non-assessable shares of Common Stock as results 
from multiplying the number of shares of Series D Preferred Stock to be 
converted by the Conversion Multiple.  The person or persons entitled to 
receive the shares of Common Stock upon conversion of such shares of Series D 
Preferred Stock shall be treated for all purposes as having become the record 
holder or holders of such shares of Common Stock on the date such holder or 
holders deliver certificates representing the shares of Series D Preferred 
Stock to be converted to the Company as set forth in Section 5(b) below (the 
"CONVERSION DATE").

    (b)  In order to convert all or any portion of its outstanding Series D 
Preferred Stock into shares of Common Stock, the holder of such Series D 
Preferred Stock shall deliver certificates representing the shares of Series 
D Preferred Stock to be converted to the Company at its principal office, 
together with written notice that it elects to convert those shares of Series 
D Preferred Stock into shares of Common Stock in accordance with the 
provisions of this Section 5.  Such notice shall specify the number of shares 
of Series D Preferred Stock to be converted and the name or names in which 
the holder wishes the certificates for shares of Common Stock to be 
registered.

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    SECTION 6.     GENERAL PROVISIONS RELATING TO CONVERSION

    The following provisions shall be applicable to any conversion pursuant 
to Section 5 hereof.

    (a)  As promptly as practicable after the surrender as hereinabove 
provided of certificates representing shares of Series D Preferred Stock 
converted or to be converted into shares of Common Stock, the Company shall 
deliver or cause to be delivered to the holder, or the holder's designee, 
certificates representing the number of fully paid and non-assessable shares 
of Common Stock into which the shares of Series D Preferred Stock are 
converted, and, if less than the entire number of shares of Series D 
Preferred Stock represented by the certificate or certificates surrendered is 
to be converted, a new certificate for the number of shares of Series D 
Preferred Stock not so converted.  So long as any shares of Series D 
Preferred Stock remain outstanding, the Company shall not close its Common 
Stock transfer books.  The issuance of certificates representing shares of 
Common Stock issued upon the conversion of shares of Series D Preferred Stock 
shall be made without charge to the holder of Series D Preferred Stock for 
any tax in respect of the issuance of such certificates (other than any 
transfer, withholding or other tax if the shares of Common Stock are to be 
registered in a name different from that of the registered holder of Series D 
Preferred Stock).

    (b)  No fractional shares of Common Stock or scrip representing 
fractional shares of Common Stock shall be issued upon any conversion of any 
shares of Series D Preferred Stock, and the number of shares of Common Stock 
to be issued shall be rounded up to a whole share.  

    (c)  The Company shall at all times reserve and keep available out of its 
authorized but unissued shares of Common Stock, solely for the purpose of 
effecting the conversion of shares of Series D Preferred Stock and the 
exercise of the Warrants and the GE Warrants, the full number of whole shares 
of Common Stock then deliverable upon the conversion of all shares of Series 
D Preferred Stock then outstanding and the issuance of Common Stock in 
respect of the Warrants and the GE Warrants.  The Company shall take at all 
times such corporate action as shall be necessary in order that the Company 
may validly and legally issue fully paid and non-assessable shares of Common 
Stock upon the conversion of shares of Series D Preferred Stock and the 
exercise of the then outstanding Warrants and GE Warrants.  If at any time 
the number of authorized but unissued shares of Common Stock shall not be 
sufficient to effect the conversion of all then outstanding shares of the 
Series D Preferred Stock and the exercise of all the then outstanding 
Warrants and GE Warrants, in addition to such other remedies as shall be 
available to the holders of the Series B Preferred Stock, Series C Preferred 
Stock, and Series D Preferred Stock, the Company shall forthwith take such 
corporate action as may be necessary to increase its authorized but unissued 
shares of Common Stock to such numbers of shares as shall be sufficient for 
such purpose, including but not limited to promptly calling and holding a 
meeting of the Company's stockholders, at which the Company's stockholders 
shall vote on a proposed amendment to the Certificate of Incorporation that 
would so increase the number of authorized shares of Common Stock, a 
favorable vote for which amendment shall have been recommended to the 
Company's stockholders by the Board of Directors, pursuant to a duly and 
validly adopted resolution of the Board of Directors setting forth the 
amendment proposed and

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<PAGE>

declaring its advisability, all in accordance with Section 242 of the 
Delaware General Corporation Law.

    (d)  If any shares of Common Stock to be reserved for the purpose of 
conversion of Series D Preferred Stock require registration or listing with, 
or approval of, any governmental authority, stock exchange, NASD, Inc., 
Nasdaq or other regulatory body under any federal or state law, federal or 
state regulation, rule of NASD, Inc., Nasdaq or otherwise, before such shares 
may be validly issued or delivered upon conversion, the Company shall, in 
good faith and as expeditiously as practicable, endeavor to secure such 
registration, listing or approval, as the case may be.

    (e)  All shares of Common Stock that may be issued upon conversion of the 
Series D Preferred Stock shall upon issuance by the Company be validly 
issued, fully paid and non-assessable and free from all taxes, liens and 
charges with respect to the issuance thereof.

    (f)  In the event of any taking by the Company of a record of the holders 
of any class of Capital Stock for the purpose of determining the holders 
thereof who are entitled to receive any dividend or other distribution, any 
right to subscribe for, purchase or otherwise acquire any shares of Capital 
Stock or any other securities or property, or to receive any other right, the 
Company shall mail to each holder of Series D Preferred Stock, at least 20 
days prior to the date specified therein, a notice specifying the date on 
which any such record is to be taken for the purpose of such dividend, 
distribution or right, and the amount and character of such dividend, 
distribution or right. 

    (g)  The Company shall not, by amendment of its Certificate of 
Incorporation or through any reorganization, transfer of assets, 
consolidation, merger, dissolution, issuance or sale of securities or any 
other action, avoid or seek to avoid the observance or performance of any of 
the terms to be observed or performed hereunder by the Company, but shall at 
all times in good faith assist in the carrying out of all the provisions of 
this Section 6 and Sections 5 and 7 and in the taking of all such action as 
may be necessary or appropriate in order to protect the conversion rights of 
the holders of the shares of Series D Preferred Stock against impairment of 
any kind.

    SECTION 7.     CONVERSION MULTIPLE.  

    (a)  As used herein, the "CONVERSION MULTIPLE" shall initially be ten 
(10), subject to adjustment as set forth below.  

    (b)  If the Company at any time subdivides (by any stock split, stock 
dividend, reclassification, recapitalization or otherwise) one or more 
classes or series of its outstanding shares of Common Equity into a greater 
number of shares, the Conversion Multiple in effect immediately prior to such 
subdivision shall be proportionately increased.  If the Company at any time 
combines (by reverse stock split or otherwise) one or more classes or series 
of its outstanding shares of Common Stock into a smaller number of shares, 
the Conversion Multiple in effect immediately prior to such combination shall 
be proportionately decreased.

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    (c)  Any recapitalization, reorganization, reclassification, 
consolidation, merger, sale of all or substantially all of the Company's 
assets or other transaction, in each case which is effected in such a way 
that the holders of Common Equity are entitled to receive (either directly or 
upon subsequent liquidation) stock, securities, cash, debt instruments or 
assets with respect to or in exchange for Common Equity is referred to herein 
as a "CORPORATE CHANGE." In case of any Corporate Change, each share of 
Series D Preferred Stock then outstanding will become convertible only into 
the kind and amount of securities, cash and other property receivable upon 
such Corporate Change by the holder of the number of shares of Common Stock 
into which such share of Series D Preferred Stock was convertible immediately 
prior thereto (assuming such holder of Common Stock failed to exercise any 
rights of election).  The Company shall not effect any such consolidation, 
merger or sale, unless prior to the consummation thereof, the successor 
entity (if other than the Company) resulting from such consolidation or 
merger or the entity purchasing such assets assumes by written instrument the 
obligation to deliver to the holders of shares of Series D Preferred Stock 
such shares of stock, securities, cash, debt instruments or assets as, in 
accordance with the foregoing provisions, such holder may be entitled to 
acquire.

    (d)  If any event occurs of the type contemplated by the provisions of 
this Section 7 but not expressly provided for by such provisions, then the 
Company's Board of Directors shall make an appropriate adjustment in the 
Conversion Multiple so as to protect the rights of the holders of the shares 
of Series D Preferred Stock; provided that no such adjustment shall decrease 
the Conversion Multiple obtainable as otherwise determined pursuant to this 
Section 7.

    (e)  If the Company declares or pays a dividend upon the Common Equity 
payable otherwise than out of earnings or earned surplus (determined in 
accordance with generally accepted accounting principles, consistently 
applied) except for a stock dividend payable in shares of Common Stock (a 
"LIQUIDATING DIVIDEND"), then the Company shall pay to each holder of a share 
of Series D Preferred Stock at the time of payment thereof the Liquidating 
Dividend which would have been paid to such holder on the Common Stock such 
holder would have owned had such holder fully exercised its right to convert 
the shares of Series D Preferred Stock into shares of Common Stock 
immediately prior to the date on which a record is taken for such Liquidating 
Dividend, or, if no record is taken, the date as of which the record holders 
of Common Equity entitled to such dividends are to be determined.

    SECTION 8.     NO REDEMPTION.  

         The shares of Series D Preferred Stock shall not be subject to 
mandatory redemption by the Company.

    SECTION 9.     VOTING RIGHTS AND RELATED PROVISIONS.

    (a)  Shares of Series D Preferred Stock (i) shall only be issuable to 
holders of shares of Series B Preferred Stock and Series C Preferred Stock 
and (ii) shall only be issuable upon the terms and conditions set forth in 
the Series B Certificate of Designation and Series C Certificate of 
Designation. The holders of shares of the Series D Preferred Stock shall have 
the right to vote with the holders of Common Stock with respect to all 
matters submitted to a shareholder vote (except for the election of 
directors, which will be governed by Sections 9(b) through 9(f)

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below), with each share of Series D Preferred Stock having the number of 
votes equal to the number of shares of Common Stock into which such share of 
Series D Preferred Stock then is convertible.

    (b)  Upon a Type B Event Date, without any action on the part of the 
Company or the Board, the number of members of the Board shall be increased 
automatically by the smallest whole number that will result in at least the 
Type B Percentage (but less than 66 2/3%) of the members of the Board being 
Series D Directors.  Immediately following such Type B Event Date, the 
holders of Series D Preferred Stock shall have the right to elect all of such 
number of new directors (the "CONVERSION DIRECTORS"), such election to occur 
pursuant to the Series D Selection Procedure.  The Conversion Directors shall 
immediately upon such election become members of the Board of Directors as 
Series D Directors. The term of the Conversion Directors shall run until the 
third annual meeting of stockholders following the Type B Event Date.  
"SERIES D DIRECTORS" shall mean, collectively, any Preferred Stock Directors 
and any Conversion Directors.  After a Type B Event Date and until the 
expiration of the terms of office of directors serving as members of the 
board of directors immediately prior to the second annual meeting of 
stockholders following a Type B Event Date, the board of directors shall 
comprise:  (i) one Joint Director; (ii) three Preferred Stock Directors; 
(iii) not less than four (4) nor more than five (5) additional directors 
elected by holders of shares of Common Equity and (iv) the Conversion 
Directors.  At and after the second annual meeting of stockholders after the 
Type B Event Date, upon expiration of the term of any director, such position 
shall be subject to election by holders of shares of Common Stock and Series 
D Preferred Stock, voting as a class, with each share of Series D Preferred 
Stock having the number of votes equal to the number of shares of Common 
Stock into which such share of Series D Preferred Stock then is convertible; 
the directors so elected shall not be designated as to series or class of 
Capital Stock.  Upon the expiration of the terms of the Conversion Directors, 
their successors shall be classified  into three (3) classes as nearly equal 
in number as possible, with appropriate terms of office. 

    (c)  Immediately following a Type B Event Date, any Preferred Stock 
Director already serving as a member of the Board shall continue to serve in 
such position until the expiration of his term and the election and 
qualification of a successor, or until his earlier death, resignation or 
retirement.  Any vacancy, for any reason, in the position of a Series D 
Director prior to the second annual meeting of stockholders after a Type B 
Event Date, shall be filled by majority vote of the Series D Directors then 
serving.  Until the second annual meeting following a Type B Event Date, 
election of Series D Directors to succeed those whose terms expire prior to 
such second annual meeting shall be solely by holders of the Series D 
Preferred Stock, and shall follow the Series D Selection Procedure.  A Series 
D Director may be removed, with or without cause, by the holders of Series D 
Preferred Stock, in compliance with the requirements of Section 141(k)(2) of 
the Delaware General Corporation Law.  A Series D Director shall not be 
removed, with or without cause, otherwise than as described in this Section 
9(c). 

    (d)  Until the second annual meeting after the Type B Event Date, upon 
expiration of the term of the Joint Director, such position shall be subject 
to nomination, approval by the board of directors and election by the holders 
of Common Stock in the same fashion as provided in the Series B and C 
Certificates of Designation for the period before a Type B Event Date, except 
that

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until the second annual meeting after the Type B Event Date, such nomination 
shall be by holders of a majority of the then outstanding shares of Series D 
Preferred Stock.  Until the second annual meeting after the Type B Event 
Date, any vacancy in the position of Joint Director shall be filled in the 
same fashion as provided in the Series B and C Certificates of Designation 
for the period before a Type B Event Date.

    (e)  Until the second annual meeting after the Type B Event Date, upon 
expiration of the term of any director who is neither a Series D Director nor 
the Joint Director, such position shall be subject to election by holders of 
shares of Common Stock only.

    (f)  Shares of Series D Preferred Stock shall be deemed to be shares 
"entitled to vote" or entitled to vote in the election of directors" for 
purposes of the provisions of the Certificate of Incorporation that employ 
such terms, and, for purposes of such provisions at any time, each 
outstanding share of Series D Preferred Stock shall count as such number of 
shares of Common Stock into which such share of Series D Preferred Stock is 
then convertible pursuant to Sections 5 and 6 hereof.

    (g)  If a Type B Event Date occurs prior to October 14, 1999, then the 
following provisions shall apply:

         (1)  From such Type B Event Date until the second subsequent annual
    stockholders meeting of the Company after such Type B Event Date, none of
    the following actions or transactions shall be effected by the Company or
    approved by the Company as a stockholder of any Subsidiary of the Company,
    and neither the Initial Purchaser nor any other holder of shares of
    Series D Preferred Stock (other than a holder pursuant to either a transfer
    permitted under Rule 144 under the Securities Act of 1933, as amended, or a
    transfer pursuant to a registered offer under registration rights from the
    Company) shall engage in, or be a party to, any of the following actions or
    transactions involving the Company or any Subsidiary of the Company, if, as
    of the record date for the determination of the stockholders entitled to
    vote thereon, or consent thereto, any other Person which obtained its
    equity interest in the Company as a result of a transfer of securities from
    the Initial Purchaser or any other Person referred to in clauses (A)
    through (D) of this sentence beneficially owns or controls, directly or
    indirectly, five percent (5%) or more of the outstanding shares of the
    Company entitled to vote:

              (A)  any merger or consolidation of the Company or any of its
         Subsidiaries with or into such other Person;

              (B)  any sale, lease, exchange or other disposition of all or any
         substantial part of the assets of the Company or any of its
         Subsidiaries to such other Person;

              (C)  the issuance or delivery of any voting securities of the
         Company or any of its Subsidiaries to such other Person in exchange
         for cash, other assets or securities, or a combination thereof; or

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              (D)  any dissolution or liquidation of the Company;

    PROVIDED, HOWEVER, that such prohibition shall not apply with respect to
    any such action or transaction approved by (I) the affirmative vote of not
    less than eighty percent (80%) of the outstanding shares of the Company
    entitled to vote or (II) at least two-thirds (2/3) of the directors of the
    Company (which must include either (i) the Joint Director, if either (x)
    such Joint Director served in such position as of the Type B Event Date of
    (y) such Joint Director has been approved by a majority of the directors
    who were Common Stock Directors as of the Type B Event Date or (ii) at
    least one director who was a Common Stock Director prior to the Type B
    Event Date, unless neither the Joint Director, nor any of such Common Stock
    Directors continue to serve on the Board of Directors at such time).  For
    purposes of this Section 9(g) a Person shall be deemed to own or control,
    directly or indirectly, any outstanding shares of stock of the Company (A)
    which it has the right to acquire pursuant to any agreement, or upon the
    exercise of conversion rights, warrants or options, or otherwise, or (B)
    which are beneficially owned, directly or indirectly (including shares
    deemed owned through application of clause (A) above), by any other
    corporation, person or other entity (x) with which it or its "affiliate" or
    "associate" (as defined below) has any agreement, arrangement, or
    understanding for the purpose of acquiring, holding, voting or disposing of
    stock of the Company or (y) which is its "affiliate" or "associate" as
    those terms are defined under the Securities Exchange Act of 1934, as
    amended, and the rules and regulations promulgated thereunder.

No transfer of Series D Preferred Stock may be made by a Person who obtained 
shares of Series D Preferred Stock upon conversion of Series B Preferred 
Stock or Series C Preferred Stock, unless prior thereto, the transferee in 
such transfer shall have entered into an agreement in form and substance 
reasonably satisfactory to the Company, agreeing to be bound by the terms of 
this Section 9(g).  Notwithstanding anything to the contrary contained in 
this Section 9(g), such Person shall not need any approval by any directors, 
the Board of Directors or any stockholders under this Section 9 in order to 
transfer, sell or assign any of its Series D Conversion Shares in any of the 
following transactions (i) a transfer to an Initial Purchaser Affiliate (as 
defined in the Series B Certificate of Designation) or an Affiliate of the 
Initial Purchaser (as defined in the Series C Certificate of Designation, in 
either case as of the Initial Issue Date, (provided that prior to any such 
transfer such Initial Purchaser Affiliate or such Affiliate of the Initial 
Purchaser shall have delivered to the Company its written agreement to be 
bound by the terms of this Section 9(g); (ii) a transfer permitted under Rule 
144 under the Securities Act of 1933, as amended; or (iii) a transfer 
pursuant to a registered offering under registration rights from the Company. 

SECTION 10.   PROTECTIVE PROVISIONS.

    Without limiting the provisions of any other Series of Preferred Stock, 
the Company shall not take, and shall cause its Subsidiaries not to take, any 
of the following actions without the affirmative vote of holders of at least 
sixty-seven percent (67%) of the shares of the Series D Preferred Stock then 
outstanding:

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<PAGE>

    (a)  create, authorize or issue any shares of Series D Preferred Stock or 
any class or series of Supervoting Securities or shares of any such class or 
series;

    (b)  reclassify any authorized stock of the Company into Series D 
Preferred Stock or any class or series of Supervoting Securities or shares of 
such class or series;

    (c)  increase or decrease the authorized number of shares of Series D 
Preferred Stock or any class or series of Supervoting Securities or shares of 
any such class or series.

    The rights provided to holders of shares of Series D Preferred Stock in 
this Section 10 shall be in addition to and not in lieu of the other rights 
and protections granted to the holders of the shares of Series D Preferred 
Stock hereunder.

    SECTION 11.    REISSUANCE OF SERIES D PREFERRED STOCK.

    Shares of Series D Preferred Stock that have been issued and reacquired 
or converted in any manner, including shares purchased, redeemed, exchanged, 
or converted into shares of Common Equity, shall (upon compliance with any 
applicable provisions of the laws of Delaware) have the status of authorized 
but unissued shares of preferred stock of the Company undesignated as to 
series and may be designated or redesignated and issued or reissued, as the 
case may be, as part of any series of preferred stock of the Company, 
provided that such shares may not in any event be reissued as Series D 
Preferred Stock.

    SECTION 12.    BUSINESS DAY.

         If any payment, redemption or exchange shall be required by the 
terms hereof to be made on a day that is not a Business Day, such payment, 
redemption or exchange shall be made on the immediately succeeding Business 
Day.

    SECTION 13.    DEFINITIONS.

    As used in this Certificate, the following terms shall have the following 
meanings (with terms defined in the singular having comparable meanings when 
used in the plural and vice versa), unless the context otherwise requires:

    "AFFILIATE" of any specified Person means any other Person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with such specified Person.  For purposes of this definition, 
"control" (including, with correlative meanings, the terms "controlling," 
"controlled by" and "under common control with"), as used with respect to any 
Person, shall mean the possession, directly or indirectly, of the power to 
direct or cause the direction of the management or policies of such Person, 
whether through the ownership of voting securities, by agreement or 
otherwise; provided that beneficial ownership of a majority or more of the 
voting securities of a Person shall be deemed to be control.

    "AMENDED BYLAWS" means the Amended and Restated Bylaws of the Company, as 
in effect from time to time.

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    "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the 
Company.

    "BUSINESS DAY" means any day other than a Legal Holiday.

    "CAPITAL STOCK" means (i) in the case of a corporation, corporate stock, 
(ii) in the case of an association or business entity, any and all shares, 
interests, participations, rights or other equivalents (however designated) 
of corporate stock, (iii) in the case of a partnership, partnership interests 
(whether general or limited) and (iv) any other interest or participation 
that confers on a Person the right to receive a share of the profits and 
losses of, or distributions of assets of, the issuing Person.

    "CERTIFICATE OF INCORPORATION" means the certificate of incorporation (as 
defined in Section 104 of the Delaware General Corporation Law) of the 
Company in effect on the date hereof, including, without limitation, the 
Series A, Series B, Series C and Series D Certificates of Designation.

    "CHANGE OF CONTROL" with respect to a Person shall be deemed to have 
occurred (i) at such time as any person (as defined in Section 13(d)(3) of 
the Securities and Exchange Act of 1934) at any time shall directly or 
indirectly acquire more than 40% in outstanding voting power of such Person, 
(ii) at such time as during any one year period, individuals who at the 
beginning of such period constitute such Person's board of directors or other 
governing body cease to constitute at least a majority of such board or 
governing body (provided, however, that a change in directors upon a Type B 
Event Date shall not be deemed to cause a Change in Control pursuant to this 
clause (ii)), (iii) upon consummation of a merger or consolidation of such 
Person into or with another Person in which the shareholders of the subject 
Person immediately prior to the consummation of such transaction shall own 
less than Fifty Percent (50%) of the voting securities of the surviving 
Person (or the parent corporation of the surviving Person where the surviving 
Person is wholly-owned by the parent corporation) immediately following the 
consummation of such transaction or (iv) the sale, transfer or lease of all 
or substantially all of the assets of such Person, in any of cases (i), (ii), 
(iii) or (iv) in a single transaction or series of related transactions; 
PROVIDED, that no Change of Control hereunder with respect to the Company 
shall be deemed to occur solely by reason of (x) the ownership by the 
Majority Holders of the Series B Preferred Stock, Series C Preferred Stock, 
Series D Preferred Stock or any Affiliate thereof of any Capital Stock of the 
Company or (y) the conversion of shares of Series D Preferred Stock into 
Common Stock. 

    "COMMON EQUITY" means all shares now or hereafter authorized of any class 
of common stock of the Company (including the Common Stock) and any other 
stock of the Company, however designated, authorized after the date hereof, 
which has the right (subject always to prior rights of any class or series of 
preferred stock) to participate in any distribution of the assets or earnings 
of the Company without limit as to per share amount.

    "COMMON STOCK" has the meaning set forth in Section 3(a). 

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<PAGE>

    "COMMON STOCK DIRECTOR" means, for any period prior to any Type B Event 
Date, any director other than the Joint Director or a director elected by the 
holders of the Series B Preferred Stock or the Series C Preferred Stock.

    "COMPANY" means InSight Health Services Corp., a Delaware corporation.

    "CONVERSION DATE" has the meaning set forth in Section 5(a).

    "CONVERSION MULTIPLE" has the meaning set forth in Section 7(a).

    "CONVERSION DIRECTORS" has the meaning set forth in Section 9(b).

    "CORPORATE CHANGE" has the meaning set forth in Section 7(c).

    "FISCAL YEAR" means each year ending June 30, or any other fiscal year as 
approved by the Board of Directors.

    "INITIAL ISSUE DATE" means October 14, 1997.

    "INITIAL PURCHASER" means the Initial Purchasers of the Series B 
Preferred Stock and the Series C Preferred Stock (as defined in the 
respective Certificates of Designation).

    "JOINT DIRECTOR" has the meaning set forth in the Series B Certificate of 
Designation and the Series C Certificate of Designation.

    "JUNIOR SECURITIES" has the meaning set forth in Section 2.

    "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking 
institutions in the Company's principal place of business, the City of New 
York or at a place of payment are authorized by law, regulation or executive 
order to remain closed.  If a payment date is a Legal Holiday at a place of 
payment, payment may be made at that place on the next succeeding day that is 
not a Legal Holiday, and no interest shall accrue for the intervening period.

    "LIQUIDATING DIVIDEND" has the meaning set forth in Section 7(e).

    "LIQUIDATING EVENT" has the meaning set forth in Section 4(b).

    "LIQUIDATION PREFERENCE" has the meaning set forth in Section 4(a).

    "MAJORITY HOLDERS," at any time, and with respect to any class or series 
of Capital Stock of the Company, means holders of a majority of the shares of 
such class or series then outstanding.  If the term is used without reference 
to a particular class or series of Capital Stock of the Company, it means 
Majority Holders of the Series D Preferred Stock.

    "PARITY SECURITIES" has the meaning set forth in Section 2.

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<PAGE>

    "PERSON" means any individual, corporation, partnership, joint venture, 
association, limited liability company, joint-stock company, trust, 
unincorporated organization or government or agency or political subdivision 
thereof (including any subdivision or ongoing business of any such entity or 
substantially all of the assets of any such entity, subdivision or business).

    "PREFERRED STOCK DIRECTORS" means the Series B Directors and the Series C 
Director.

    "SENIOR SECURITIES" has the meaning set forth in Section 2. 

    "SERIES A CERTIFICATE OF DESIGNATION" means the Certificate of 
Designation, Preferences and Rights of the Series A Preferred Stock.

    "SERIES A PREFERRED STOCK" has the meaning set forth in Section 2.

    "SERIES B CERTIFICATE OF DESIGNATION" means the Certificate of 
Designation, Preferences and Rights of the Series B Preferred Stock.

    "SERIES B DIRECTOR" has the meaning set forth in the Series B Certificate 
of Designation.

    "SERIES B PREFERRED STOCK" has the meaning set forth in Section 1. 

    "SERIES C CERTIFICATE OF DESIGNATION" means the Certificate of 
Designation, Preferences and Rights of the Series C Preferred Stock.

    "SERIES C DIRECTOR" has the meaning set forth in the Series C Certificate 
of Designation.

    "SERIES C PREFERRED STOCK" has the meaning set forth in Section 2.

    "SERIES D CERTIFICATE OF DESIGNATION" means this document.

    "SERIES D DIRECTOR" has the meaning set forth in Section 9(b).

    "SERIES D PREFERRED STOCK" has the meaning set forth in Section 1.

    "SERIES D SELECTION PROCEDURE" shall mean selection of the Series D 
Directors by the holders of the shares of Series D Preferred Stock, which 
election shall employ cumulative voting of the shares of Series D Preferred 
Stock.

    "SUBSIDIARY" means, with respect to any Person, (a) any corporation of 
which at least a majority in interest of the outstanding voting stock (having 
by the terms thereof voting power under ordinary circumstances to elect a 
majority of the directors of such corporation, irrespective of whether or not 
at the time stock of any other class or classes of such corporation shall 
have or might have voting power by reason of the happening of any 
contingency) is at the time, directly or indirectly, owned or controlled by 
such Person, by one or more Subsidiaries of such Person or by such Person and 
one or more of its Subsidiaries, or (b) any corporate or non-corporate entity 
in which such Person, one or more Subsidiaries of such Person, or such person 
and one or more Subsidiaries of such Person, directly or indirectly, at the 
date of determination thereof, has an

                                       13
<PAGE>

ownership interest and one hundred percent (100%) of the revenue of which is 
included in the consolidated financial reports of such Person consistent with 
GAAP.

    "SUPERMAJORITY VOTE" means the affirmative vote of six (6) directors of 
the Company with respect to the matter subject to such vote.

    "SUPERVOTING SECURITIES" means any class or series of the Company's 
Capital Stock the holders of which have the right to cast more than one vote 
per share and/or have the right to elect one or more members of the Board of 
Directors, voting as a class or series.

    "TYPE B EVENT DATE" has the meaning set forth in Section 6 of the Series 
C Certificate of Designation and the Series B Certificate of Designation.

    "TYPE B PERCENTAGE" means a percentage equal to (i) the number of shares 
of Common Stock held by all holders of Series B Preferred Stock and Series C 
Preferred Stock as of a Type B Event Date (assuming full conversion of all 
such shares of Series B Preferred Stock and Series C Preferred Stock into 
Common Stock) divided by (ii) the total number of shares of Common Stock 
outstanding as of a Type B Event Date (assuming full conversion of all 
convertible shares of Preferred Stock as of such Type B Event Date); 
PROVIDED, HOWEVER, that the maximum Type B Percentage shall be sixty-four 
percent (64%).



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<PAGE>

    IN WITNESS WHEREOF, InSight Health Services Corp. has caused this 
Certificate to be executed by its Executive Vice President and Secretary this 
14th day of October, 1997.


                                       INSIGHT HEALTH SERVICES CORP.


                                       By:  /s/ Thomas V. Croal
                                            ----------------------------------
                                       Name:  Thomas V. Croal
                                       Office:  Executive Vice President
                                                    and Secretary





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