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                            INSIGHT HEALTH SERVICES CORP.

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

                (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 C 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 27,953 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 C" (hereinafter called the "SERIES C
PREFERRED STOCK").  The number of shares of Series C Preferred Stock shall be
27,953 and no more.

    SECTION 2.     RANK.

    The Series C 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 C 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 C 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 created which expressly provides that it ranks on a parity with
the Series C 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

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of the Convertible Preferred Stock, Series D (the "SERIES D PREFERRED STOCK") 
are, collectively, the "Parity Securities"); provided that any purported 
Parity Securities that were not created, authorized or issued in accordance 
with Section 11 hereof shall be deemed to be Junior Securities and not Parity 
Securities.  The Series C 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 11 hereof and which 
expressly provides that it ranks senior to the Series C 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 11 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); PROVIDED, 
HOWEVER, that no dividend whatsoever shall be paid, and no distribution shall 
be made, on any Common Stock unless and until each holder of the Series A 
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and 
Series D Preferred Stock shall have been paid in full its respective pro rata 
portion of such dividend.

    (b)  Holders of shares of the Series C 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 C 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 C Preferred Stock then outstanding shall be entitled to 
be paid, out of the assets of the Company available for distribution to its 
stockholders, $1,000 per share of Series C 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.  Except as provided in the preceding sentence, 
holders of shares of Series C Preferred Stock shall not be entitled to any 
distribution in the event of liquidation, dissolution or winding up of the 
affairs of the

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Company.  If the assets of the Company are not sufficient to pay in full the 
liquidation payments payable to the holders of outstanding shares of the 
Series C 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 C 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.     TYPE A CONVERSION

    (a)  Each holder of Series C Preferred Stock shall have the right, at its 
option, at any time, to convert, subject to the terms and provisions of this 
Section 5, all, but not less than all, of its Series C Preferred Stock then 
outstanding into such number of fully paid and non-assessable shares of 
Common Stock as results from dividing (i) the sum of (A) the aggregate 
Liquidation Preference of all shares of Series C Preferred Stock to be 
converted plus (B) any declared but unpaid dividends on such shares, by (ii) 
the applicable Conversion Price on the Conversion Date.  In addition, and 
without limiting the right to conversion in whole set forth above, 
substantially contemporaneously with any Partial Conversion Event, each 
holder of Series C Preferred Stock shall have the right, at its option, to 
convert (which conversion, if such option is exercised, shall be deemed to 
occur on such Partial Conversion Event), subject to the terms and provisions 
of this Section 5, all or any part of its Series C Preferred Stock then 
outstanding into such number of fully paid and non-assessable shares of 
Common Stock as results from dividing (i) the sum of (A) the aggregate 
Liquidation Preference of all shares of Series C Preferred Stock to be 
converted plus (B) any declared but unpaid dividends on such shares, by (ii) 
the applicable Conversion Price (as defined below) on the Conversion Date.  
The person or persons entitled to receive the shares of Common Stock upon 
conversion of such shares of Series C Preferred Stock shall be treated for 
all purposes as having become the record holder or holders of such shares of 
Common Stock on the Conversion Date and such conversion shall be at the 
Conversion Price in effect at such time.  

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    (b)  In order to convert all or any portion of its outstanding Series C 
Preferred Stock into shares of Common Stock pursuant to this Section 5, the 
holder of such Series C Preferred Stock shall deliver certificates 
representing the shares of Series C 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 C 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 C 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.

    (c)  Upon any Type A Conversion, pursuant to this Section 5 and Section 5 
of the certificate of designation of Series B Preferred Stock, of all of the 
outstanding shares of Series B Preferred Stock and Series C Preferred Stock, 
the Company shall immediately file a certificate with the Secretary of State 
of the State of Delaware, pursuant to Section 151(g) of the Delaware General 
Corporation Law, setting forth a resolution or resolutions adopted by the 
Board of Directors of the Company that none of the authorized shares of 
Series D Preferred Stock are outstanding and that none will be issued subject 
to the Series D Certificate of Designation.

    SECTION 6.     TYPE B CONVERSION

    (a)  The right to conversion set forth in this Section 6 shall be in 
addition to, and not in lieu of, the conversion rights set forth in Section 
5.  

    (b)  At any time on or after the Type B Trigger Date, the Majority 
Holders may elect to deliver an irrevocable Type B Conversion notice (the 
"TYPE B CONVERSION NOTICE") to the Company; PROVIDED, HOWEVER, that no such 
Type B Conversion Notice shall be effective unless substantially 
contemporaneously with the delivery of such Type B Conversion Notice, 
Majority Holders of the Series B Preferred Stock shall deliver a Type B 
Conversion Notice (as defined in the Certificate of Designation relating to 
the Series B Preferred Stock) to the Company.  The date of delivery to the 
Company of a Type B Conversion Notice shall be denominated herein a "TYPE B 
EVENT DATE" or a "CONVERSION DATE".  Upon receipt of a Type B Conversion 
Notice, the Company shall as soon as practicable deliver a copy of such Type 
B Conversion Notice to each holder of Series C Preferred Stock and each 
holder of Series B Preferred Stock.

    (c)  On the Type B Event Date, each share of Series C Preferred Stock 
then outstanding shall automatically be converted into such number of fully 
paid and non-assessable shares of Series D Preferred Stock as results from 
dividing (i) the sum of (A) the aggregate Liquidation Preference of such 
share of Series C Preferred Stock plus (B) any declared but unpaid dividends 
on such share, by (ii) the product of ten (10) times the applicable 
Conversion Price on the Conversion Date.  The person or persons entitled to 
receive the shares of Series D Preferred Stock upon conversion of such shares 
of Series C Preferred Stock shall be treated for all purposes (including 
without limitation voting rights) as having become the record holder or 
holders of such shares of Series D Preferred Stock on the Type B Event Date, 
whether or not such person or persons deliver its certificates for shares of 
Series C Preferred Stock to the Company on the Type B Event Date.  

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<PAGE>

    (d)  As soon as practicable after the Type B Event Date, each holder of 
Series C Preferred Stock shall deliver its certificates for shares of Series 
C Preferred Stock to the Company at its principal office.  Except as provided 
in this Certificate of Designation, all rights with respect to such Series C 
Preferred Stock shall terminate on the Type B Event Date, and on such Type B 
Event Date the holders of the shares of Series D Preferred Stock into which 
the shares of Series C Preferred Stock were converted shall have all of the 
rights accorded to holders of the Company's Series D Preferred Stock.

    (e)  The rights of holders of shares of Series C Preferred Stock pursuant 
to this Section 6 shall not be transferable, except to an Affiliate as of the 
Initial Issue Date of the holder.

    SECTION 7.     GENERAL PROVISIONS RELATING TO CONVERSION

    The following provisions shall be applicable to any conversion pursuant 
to either Section 5 or Section 6 hereof.

    (a)  As promptly as practicable after the surrender as hereinabove 
provided of certificates representing shares of Series C Preferred Stock 
converted or to be converted into shares of Common Stock or Series D 
Preferred 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 or Series D Preferred 
Stock into which the shares of Series C Preferred Stock are converted 
(including any adjustment pursuant to Section 8(b) below) and, if less than 
the entire number of shares of Series C Preferred Stock represented by the 
certificate or certificates surrendered is to be converted, a new certificate 
for the number of shares of Series C Preferred Stock not so converted.  So 
long as any shares of Series C Preferred Stock remain outstanding, the 
Company shall not close its Common Stock transfer books. The issuance of 
certificates representing shares of Common Stock or Series D Preferred Stock 
issued upon the conversion of shares of Series C Preferred Stock shall be 
made without charge to the holder of Series C 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 or Series D Preferred 
Stock are to be registered in a name different from that of the registered 
holder of Series C Preferred Stock).

    (b)  No fractional shares of Common Stock or scrip representing 
fractional shares of Common Stock or Series D Preferred Stock shall be issued 
upon any conversion of any shares of Series C Preferred Stock, and the number 
of shares of Common Stock or Series D Preferred 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 and preferred stock, par value 
$.001 per share, solely for the purpose of effecting the conversion of shares 
of Series C Preferred Stock and Series B Preferred Stock and the issuance of 
Common Stock in respect of the Warrants and the Carlyle Warrants, the full 
number of whole shares of Common Stock and Series D Preferred Stock then 
deliverable upon the conversion of all shares of Series B Preferred Stock and 
Series C Preferred Stock then outstanding and the issuance of Common Stock in 
respect of the Warrants and the Carlyle Warrants.  The Company shall take at 
all times such corporate action as shall be

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necessary in order that the Company may validly and legally issue fully paid 
and non-assessable shares of Common Stock or Series D Preferred Stock upon 
the conversion of shares of Series B Preferred Stock and Series C Preferred 
Stock in accordance with the provisions of Section 5 and Section 6, and the 
issuance of Common Stock in respect of the Warrants and the Carlyle Warrants. 
 If at any time the number of authorized but unissued shares of Common Stock 
or Series D Preferred Stock shall not be sufficient to effect the conversion 
of all then outstanding shares of the Series B Preferred Stock and the Series 
C Preferred Stock and the issuance of Common Stock in respect of the Warrants 
and the GE Warrants, in addition to such other remedies as shall be available 
to the holders of the Series C Preferred Stock, the Company shall forthwith 
take such corporate action as may be necessary to increase its authorized but 
unissued shares of Common Stock and Series D Preferred 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 or preferred stock, par value $.001 per share, as 
appropriate, 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 declaring its advisability, all in accordance with 
Section 242 of the Delaware General Corporation Law; and, in case of an 
increase in the number of authorized shares of such preferred stock, the 
Board of Directors shall promptly cause to become effective a certificate of 
increase pursuant to Section 151 of the Delaware General Corporation Law.

    (d)  If any shares of Common Stock or Series D Preferred Stock to be 
reserved for the purpose of conversion of Series C 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 or Series D Preferred Stock that may be 
issued upon conversion of the Series C 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 C 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. 

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    (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 7 and Sections 5, 6 and 8 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 C Preferred Stock against impairment 
of any kind.

    SECTION 8.     CONVERSION PRICE.  

    (a)  As used herein, the "Conversion Price" shall initially be $8.375 per 
share of Common Stock, subject to adjustment as set forth below.  In order to 
prevent the dilution of the rights granted hereunder, the Conversion Price 
shall be subject to adjustment from time to time as provided in this Section 
8.

    (b)  If and whenever the Company issues or sells or, in accordance with 
Section 8(c), is deemed to have issued or sold, any share of Common Equity 
without consideration or for a consideration per share less than the 
Conversion Price in effect immediately prior to such issuance or sale, the 
Conversion Price in effect immediately prior to such time shall immediately 
be reduced to the price determined by dividing (i) an amount equal to the sum 
of (A) the number of shares of Common Equity outstanding immediately prior to 
such issuance multiplied by the Conversion Price in effect immediately prior 
to such issuance, and (B) the consideration, if any, received by the Company 
upon such issuance, by (ii) the total number of shares of Common Equity 
outstanding immediately after such issuance.  Notwithstanding the foregoing, 
there shall be no adjustment to the Conversion Price with respect to (i) the 
granting of stock options to employees of the Company authorized but not 
granted as of the Initial Issue Date for an aggregate of up to 300,000 shares 
of Common Equity (as such number of shares is equitably adjusted for 
subsequent stock splits, reclassifications, stock combinations, stock 
dividends and recapitalizations), or (ii) the issuance upon exercise of up to 
300,000 shares of Common Equity (as such number of shares is equitably 
adjusted for subsequent stock splits, stock combinations, stock dividends and 
recapitalizations) in connection with the stock options described in clause 
(i) of this sentence.

    (c)  For purposes of determining the adjusted Conversion Price under 
Section 8(b) above, the following shall be applicable:

         (1)  CONSIDERATION.  If any Common Equity, Options or Convertible
    Securities are issued or sold or deemed to have been issued or sold for
    cash, the consideration received therefor shall be deemed to be the cash
    amount received by the Company therefor (which, in the case of any public
    offering of such securities for cash, shall not be reduced for any
    underwriters discount, and in no event shall be reduced by the amount of
    any reasonable expenses actually paid by the Company in connection
    therewith).  In case any Common Equity, Options or Convertible Securities
    are issued or sold for a consideration other than cash, the amount of the
    consideration other than cash received by

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    the Company shall be the fair market value of such consideration.  In 
    case any Common Equity, Options or Convertible Securities are issued to 
    the owners of the other constituent entity in connection with any merger 
    in which the Company or any Subsidiary of the Company is a constituent 
    entity, the amount of consideration for such Common Equity, Options or 
    Convertible Securities shall be deemed to be the fair market value of 
    such portion of the net assets and business of such other constituent 
    entity as is fairly attributable to such Common Equity, Options or 
    Convertible Securities, as the case may be.  The fair market value of any 
    consideration other than cash shall be determined jointly by the Company 
    and the Majority Holders.  If such parties are unable to reach agreement 
    within a reasonable period of time, such fair market value shall be 
    determined by an appraiser jointly selected by the Company and the 
    Majority Holders.  If such parties are unable to reach agreement within a 
    reasonable period of time, such fair market value shall be determined by 
    an appraiser reasonably selected by the Company and reasonably approved 
    by the Majority Holders.  The determination of such appraiser shall be 
    final and binding on the Company and the holders of the shares of Series 
    C Preferred Stock, and the fees and expenses of such appraiser shall be 
    paid by the Company, unless the fair market value determined by such 
    appraiser is less than five percent (5%) above the value proposed in 
    writing by the Company and rejected by the Majority Holders prior to the 
    selection of such appraiser, in which event the fees and expenses of such 
    appraiser shall be for the account of the holders of the then outstanding 
    shares of Series C Preferred Stock (on a pro rata basis).  

          (2) OPTIONS AND CONVERTIBLE SECURITIES.  In the case of the granting
    or sale of any Option or Convertible Security (whether or not at the time
    convertible, exercisable or exchangeable):

              (A)  the aggregate maximum number of shares of Common Equity 
              deliverable, directly or indirectly, upon exercise of any 
              Option shall be deemed to have been issued at the time such 
              Option was granted and for a consideration equal to the (i) 
              consideration (determined in the manner provided in subsection 
              (1) above), if any, received by the Company upon the issuance 
              of such Option plus (ii) the minimum purchase price provided in 
              such Option for the Common Equity covered thereby, up to an 
              amount equal to the Conversion Price in effect at the time such 
              Option was granted;

              (B)  the aggregate maximum number of shares of Common Equity 
              deliverable upon conversion of or in exchange for any such 
              Convertible Security, or upon the exercise of any Option to 
              purchase or acquire any Convertible Security and the subsequent 
              conversion or exchange thereof, shall be deemed to have been 
              issued at the time such Convertible Security was issued or such 
              Option was issued and for a consideration equal to the 
              consideration, if any, received by the Company for any such 
              Convertible Security and any related Option, plus the 
              additional consideration (determined in the manner provided in 
              subsection (1)

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              above), if any, to be received by the Company upon the 
              conversion or exchange of such Convertible Security, or upon 
              the exercise of any related Option to purchase or acquire any 
              Convertible Security and the subsequent conversion or exchange 
              thereof;

              (C)  on any change in the number of shares of Common Equity 
              deliverable, directly or indirectly, upon conversion, exercise 
              or exchange of any such Option or Convertible Security or any 
              change in the consideration to be received by the Company upon 
              such exercise, conversion or exchange, including, but not 
              limited to, a change resulting from the anti-dilution 
              provisions thereof, the Conversion Price as then in effect 
              shall forthwith be readjusted to such Conversion Price as would 
              have been obtained had an adjustment been made upon the 
              issuance of such Option or Convertible Security upon the basis 
              of such change;

              (D)  if the Conversion Price shall have been adjusted upon the 
              issuance of any such Option or Convertible Security, no further 
              adjustment of the Conversion Price shall be made for the actual 
              issuance of Common Equity upon any exercise, conversion, or 
              exchange thereof;

    provided, however, that none of the events set forth in Section 8(c)(2)(A)
    through 8(c)(2)(D), inclusive, shall result in any increase in the
    Conversion Price.

         (3)  INTEGRATED TRANSACTION.  In case any Option is issued in
    connection with the issue or sale of other securities of the Company,
    together comprising one integrated transaction in which no specific
    consideration is allocated to such Options by the parties thereto, the
    Options shall be deemed to have been issued without consideration.

         (4)  TREASURY SHARES.  The number of shares of Common Equity
    outstanding at any given time shall not include shares owned or held by or
    for the account of the Company, and the disposition of any shares so owned
    or held shall be considered an issuance or sale of Common Equity.

         (5)  RECORD DATE.  If the Company takes a record of the holders of
    Common Equity for the purpose of entitling them (A) to receive a dividend
    or other distribution payable in Common Equity, Options or in Convertible
    Securities or (B) to subscribe for or purchase Common Equity, Options or
    Convertible Securities, then such record date shall be deemed to be the
    date of the issuance or sale of the shares of Common Equity deemed to have
    been issued or sold upon the declaration of such dividend or the making of
    such other distribution or the date of the granting of such right of
    subscription or purchase, as the case may be.

    (d)  If the Company at any time subdivides (by any stock split, stock
dividend, reclassification, recapitalization or otherwise) one or more classes
of its outstanding shares of Common Equity into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision shall be
proportionately reduced.  If the Company at any time combines

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<PAGE>

(by reverse stock split or otherwise) one or more classes of its outstanding 
shares of Common Stock into a smaller number of shares, the Conversion Price 
in effect immediately prior to such combination shall be proportionately 
increased.

    (e)  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 C 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 C 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 consolidation or merger or 
the entity purchasing such assets assumes by written instrument the 
obligation to deliver to the holders of shares of Series C 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.

    (f)  If any event occurs of the type contemplated by the provisions of 
this Section 8 but not expressly provided for by such provisions (including, 
without limitation, the granting of stock appreciation rights, phantom stock 
rights or other rights with equity features), then the Company's Board of 
Directors shall make an appropriate adjustment in the Conversion Price so as 
to protect the rights of the holders of the shares of Series C Preferred 
Stock; provided that no such adjustment shall increase the Conversion Price 
obtainable as otherwise determined pursuant to this Section 8.

    (g)  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 C 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 C 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; provided, 
however, that if a Liquidating Dividend would involve the declaration or 
payment as a dividend of at least the lesser of (i) twenty percent (20%) of 
the Company's assets and (ii) Five Million Dollars ($5,000,000), then such 
Liquidating Dividend shall, at the option of the Majority Holders, be deemed 
to be a Liquidating Event and the rights of the holders of the shares of 
Series C Preferred Stock upon such Liquidating Event shall be governed by 
Section 4 hereof.

                                       10
<PAGE>

    (h)  Any transaction approved by the unanimous vote of the Acquisitions 
Committee or the unanimous vote of the Board pursuant to Section 10(c)(4) 
hereof shall not result in any adjustment to the Conversion Price in effect 
as of the closing of such transaction. 

    SECTION 9.     NO REDEMPTION.  

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

    SECTION 10.    VOTING RIGHTS AND RELATED PROVISIONS.

    (a)  The Holders of shares of the Series C Preferred Stock will have the 
right to vote with the holders of Common Stock and the holders of the Series 
B Preferred Stock with respect to all matters submitted to a shareholder 
vote, except for the election of directors, which will be governed by Section 
10(b) below.  Each Holder of Series C Preferred Stock will have one vote for 
every share of Common Stock into which each share of Series C Preferred Stock 
is convertible pursuant to Sections 5 and 7 hereof as of the record date for 
such vote; provided, however, that the aggregate number of votes under this 
Section 10(a), when combined with the aggregate number of votes attributable 
to the holders of the Series B Preferred Stock pursuant to Section 10(a) of 
the Certificate of Designation with respect to the Series C Preferred Stock, 
with respect to any given matter submitted to a shareholder vote, shall not 
exceed 37% of the total number of votes eligible to be cast with respect to 
such matter (the "AGGREGATE VOTING LIMITATION").  In order to effectuate the 
Aggregate Voting Limitation, the eligible votes allocable to each holder of 
shares of Series B Preferred Stock and Series C Preferred Stock shall be 
reduced, on a pro rata basis based on the percentage of aggregate Series B 
Preferred Stock and Series C Preferred Stock liquidation preference 
attributable to the shares owned by such holder, to the highest whole number 
consistent with the Aggregate Voting Limitation.  Any shares of Series B 
Preferred Stock or Series C Preferred Stock held by the Company or any 
Subsidiary of the Company shall not have voting rights hereunder and shall 
not be counted in determining the presence of a quorum or in calculating any 
percentage of shares under this Section 10.

    (b)  The provisions set forth in this Section 10(b) shall govern the 
rights of the holders of the Series C Preferred Stock to elect directors of 
the Company:

         (1)  SERIES C DIRECTOR; JOINT DIRECTOR.  

              (A)  The number of directors of the Company shall be as from time
    to time fixed by, or determined in the manner provided in, the Certificate
    of Incorporation and the Bylaws of the Company (subject, in all respects,
    to the protective provisions contained in Section 11 hereof).  Prior to a
    Type B Event Date, the number of directors shall be no less than eight (8)
    nor more than nine (9), of which one member shall be the Joint Director. 
    One such director shall be designated as "SERIES C DIRECTOR" and shall be
    elected by the Majority Holders and one such director shall be designated
    as "JOINT DIRECTOR" and shall be an Independent director nominated by the
    Majority Holders of the Series B Preferred Stock and the Majority Holders
    of the Series C Preferred Stock,

                                       11
<PAGE>

    approved by the Board of Directors in its sole discretion.  Unless a Type 
    B Conversion Notice has been given, the Series C Director shall 
    automatically be removed if the aggregate liquidation preference with 
    respect to the Series C Preferred Stock owned by the Initial Purchaser 
    and any Affiliate as of the Initial Issue Date of the Initial Purchaser, 
    taken as a whole, falls below 25% of the total liquidation preference of 
    the shares of Series C Preferred Stock and shares of Series A Preferred 
    Stock outstanding on the Initial Issue Date.  Prior to a Type B Event 
    Date, the Majority Holders shall have the exclusive right to remove such 
    Series C Director without cause at any time and to designate another 
    person as the Series C Director.

         (B)  The Preferred Stock Directors shall be divided into three (3)
    classes as nearly equal in number as possible, with the term of office of
    the first Preferred Stock Director to be nominated and elected by the
    holders of the Series B Preferred Stock, at their option at any time after
    the initial issuance of the shares of Series B Preferred Stock, to expire
    at the annual meeting of stockholders held in 1998, the term of office of
    the second Preferred Stock Director to be nominated and elected by the
    holders of the Series B Preferred Stock upon initial issuance of the shares
    of Series B Preferred Stock to expire at the annual meeting of stockholders
    held in 2000, the term of office of the Preferred Stock Director to be
    nominated and elected by the holders of the Series C Preferred Stock upon
    initial issuance of the shares of Series C Preferred Stock to expire at the
    annual meeting of stockholders held in 1999, and the term of office of the
    Joint Director to expire at the annual meeting of stockholders held in
    1997.  At each annual meeting of stockholders after such initial
    classification and election, directors elected to succeed those directors
    whose terms expire at such annual meeting shall be elected for a term of
    office to expire at the third succeeding annual meeting of stockholders
    after their election. 

              (C)  Upon a Type B Event Date, any Series C 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 of his successor or until
    his earlier death, removal, resignation or retirement. After a Type B Event
    Date, the Joint Director and the Series C Director shall be subject to
    removal only for cause and only by the affirmative vote of eighty percent
    (80%) of the combined voting power of the outstanding shares of the
    Corporation entitled to vote.  The Preferred Stock Directors and the Joint
    Director shall not be removed without cause otherwise than as described in
    this Section 10(b)(1). 

              (D)  After a Type B Event Date, the Board of Directors shall
    comprise:  (i) one Joint Director, until the expiration of his term, as
    provided herein; (ii) three Preferred Stock Directors, until the expiration
    of their respective terms, after which time such positions previously
    elected by holders of the series of Preferred Stock that gave the Type B
    Conversion Notice shall be subject to election by holders of shares of
    Series D Preferred Stock, subject to the limitations contained in the
    Series D Certificate of Designation; (iii) not less than four (4) nor more
    than five (5) additional directors elected by holders of shares of Common
    Equity and Series D Preferred Stock, subject to the limitations contained
    in the Series D Certificate of Designation; and (iv) such number of other
    directors (the "CONVERSION DIRECTORS") elected following a Type B Event
    Date by

                                       12
<PAGE>

    the holders of shares of Series D Preferred Stock as is determined 
    pursuant to the Series D Certificate of Designation.  

         (2)  With respect to filling the vacancy on the Board of Directors
    with respect to the initial Joint Director, the holders of shares of Series
    B Preferred Stock and Series C Preferred Stock shall give written notice to
    the Secretary of the Company of the identity of the person nominated by
    such holders.  Such written notice shall be executed, manually, or by
    photocopy or facsimile, in any number of counterparts, by the Majority
    Holders of the Series B Preferred Stock and by the Majority Holders of the
    Series C Preferred Stock.  The person so nominated shall be "independent,"
    which means that such person shall not be a director, officer, or employee
    or affiliate (as defined in Section 203(c) of the Delaware General
    Corporation Law) of any of the holders of Series B Preferred Stock or
    Series C Preferred Stock or of the Company.  Upon receipt of such written
    notice, the Board of Directors shall have ten (10) business days in which
    to approve or disapprove such nominee.  If the Board of Directors approves
    such nominee, such nominee shall immediately fill such vacancy.  If the
    Board of Directors disapproves such nominee, the Secretary of the Company
    shall immediately give written notice thereof to all of the holders of
    shares of Series B Preferred Stock and Series C Preferred Stock.  If such a
    written notice from the Secretary has not been received by such holders
    twelve (12) business days after the receipt by the Company of such written
    notice of nomination, then the Board of Directors shall be conclusively
    deemed to have approved such nominee and such nominee shall immediately
    fill such vacancy.  If such written notice from the Secretary has been so
    received within such twelve (12) business days, such holders may nominate
    another independent person by written notice to the Secretary, subject to
    the same approval process as hereinabove provided.  Such process of
    nomination and approval or disapproval shall continue until an independent
    person is nominated who is approved or deemed to be approved by the Board
    of Directors.  No nominations for such director shall be made or received
    other than as described in this Section 10(b)(2).  

         (3)  With respect to the nomination and election of succeeding Joint
    Directors, the holders of shares of Series B Preferred Stock and Series C
    Preferred Stock shall give timely written notice to the Secretary of the
    Company of the identity of the person nominated by such holders.  Such
    written notice shall be executed, manually, or by photocopy or facsimile,
    in any number of counterparts, by the Majority Holders of the Series B
    Preferred Stock and by the Majority Holders of the Series C Preferred
    Stock.  Such written notice shall be timely if received at the principal
    executive office of the Company not less than 60 days nor more than 120
    days before the meeting of shareholders at which such director is to be
    elected.  The person so nominated shall be "independent," which means that
    such person shall not be a director, officer, employee or affiliate (as
    defined in Section 203(c) of the Delaware General Corporation Law) of any
    of the holders of Series B Preferred Stock or Series C Preferred Stock or
    the Company.  Upon receipt of such written notice, the Board of Directors
    shall have ten (10) business days in which to approve or disapprove such
    nominee.  If the Board of Directors disapproves such nominee, the Secretary
    of the Company shall immediately give written

                                       13
<PAGE>

    notice thereof to all of the holders of shares of Series B Preferred 
    Stock and Series C Preferred Stock. If such a written notice from the 
    Secretary has not been received by such holders twelve (12) business days 
    after the receipt by the Company of such written notice of nomination, 
    then the Board of Directors shall be conclusively deemed to have approved 
    such nominee.  If such written notice from the Secretary has been so 
    received within such twelve (12) business days, such holders may nominate 
    another independent person by written notice to the Secretary, subject to 
    the same approval process as hereinabove provided.  Such process of 
    nomination and approval or disapproval shall continue until an 
    independent person is nominated who is approved or deemed to be approved 
    by the Board of Directors.  No nominations for such director shall be 
    made or received other than as described in this Section 10(b)(3).  
    Election of such person shall be by the holders of shares of the 
    Company's Common Stock.

         (4)  Prior to a Type B Event Date, a vacancy of a Preferred Stock
    Director position shall be filled only by a majority vote of or written
    consent of holders of a majority of the then outstanding shares of the
    series of Preferred Stock that elected the director whose death,
    resignation, retirement, disqualification or removal from office caused the
    vacancy.  Prior to a Type B Event Date, a vacancy of the position of Joint
    Director shall be filled only by the Board of Directors, following
    nomination by holders of a majority of the then outstanding shares of
    Series B Preferred Stock and holders of a majority of the then outstanding
    shares of the Series C Preferred Stock, pursuant to the procedure described
    in Section 10(b)(2).  Directors chosen pursuant to any of the foregoing
    provisions shall hold office for a term expiring at the annual meeting of
    stockholders at which the term of the class to which they have been elected
    expires and until their successors are duly elected and have qualified or
    until their earlier resignation or removal.  If holders of shares of Series
    C Preferred Stock shall, pursuant to the Certificate of Incorporation, but
    not as a result of a Type B Conversion, cease to have the right to elect
    any Preferred Stock Directors, then the director elected by holders of
    shares of Series C Preferred Stock shall be deemed to have resigned
    immediately upon such cessation.  Upon the occurrence of any such deemed
    resignation referred to in the immediately preceding two sentences, the
    directorship previously held by the director deemed to have resigned shall
    automatically become a vacancy to be filled by the Board of Directors.

         (5)  Shares of Series C 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 C Preferred Stock shall count as such number of
    shares of Common Stock into which such share of Series C Preferred Stock is
    then convertible pursuant to Sections 5 and 7 hereof (subject to the
    percentage limitation set forth in Section 10(a) hereof as such percentage
    limitation would otherwise apply pursuant to such Section 10(a)).

    (c)  Immediately following the initial issuance of shares of Series B 
Preferred Stock, the Board of Directors shall appoint the following 
committees of the Board of Directors with the

                                       14
<PAGE>

respective duties, membership and voting requirements stated below.  After 
such appointment and until a Type B Event Date, the following matters shall 
be deemed approved by the Board of Directors only upon receiving the 
affirmative vote of a majority of the Board of Directors and a majority of 
the directors elected by the holders of the Series B Preferred Stock and the 
Series C Preferred Stock: (A) a decision to eliminate or discharge the Audit 
Committee, Compensation Committee, Executive Committee or the Acquisitions 
Committee, as described more fully below (such committees are the 
"COMMITTEES"), (B) a decision to reduce, narrow, attenuate or otherwise 
weaken the delegation of powers by the Board of Directors to any of the 
Committees, unless such reduction, narrowing, attenuation or other weakening 
is the transfer of delegated powers from the Compensation Committee or the 
Acquisitions Committee to the Executive Committee, (C) a decision to change 
the number of members of any Committee, the identity of the persons or 
entities entitled to select each of the members of any Committee, the size of 
the required vote for approval by any Committee and the size of the required 
vote of the Board of Directors necessary to approve actions that failed to 
obtain the required approval vote on the appropriate Committee; and (D) a 
decision to create any new committee.  If the holders of the Series C 
Preferred Stock shall cease to have the right to nominate and elect any 
director at all, otherwise than as a result of the conversion of their shares 
of Series C Preferred Stock in a Type B Conversion, then such holders shall 
no longer have the right to select any member of any of the committees set 
forth below and the member or members of such committees selected by such 
holders shall automatically cease to be a member or members of such 
committees.

         (1)  COMPENSATION COMMITTEE.  The Compensation Committee shall
    consist of three (3) members, at least one (1) of whom shall be
    selected jointly by the Series C Director and directors elected by
    holders of the Series B Preferred Stock (the "SERIES B DIRECTORS"),
    and who shall be a director.  An affirmative vote of at least two (2)
    members of the Compensation Committee shall be required for approval
    of matters considered by the Compensation Committee.  The Compensation
    Committee shall ensure that the representative on the Compensation
    Committee nominated by the Series B Directors and the Series C
    Director receive adequate notice of and an opportunity to participate
    in any meetings of the Compensation Committee;

         (2)  AUDIT COMMITTEE.  The Audit Committee shall consist of three
    (3) directors, including as many Independent directors as are
    available, not to exceed three (3).  An affirmative vote of at least
    two (2) members of the Audit Committee shall be required for approval
    of matters considered by the Audit Committee.

         (3)  EXECUTIVE COMMITTEE.  The Executive Committee shall consist
    of four (4) members, one (1) of whom shall be the Series C Director,
    one (1) of whom shall be selected by the Series B Directors (and shall
    be a Series B Director) and two (2) of whom shall be selected by the
    Board of Directors (and shall be directors).  The members selected by
    the Series B Directors and the Series C Director may be removed only
    by the Series B Directors and the Series C Director, respectively. 
    The Executive Committee shall, in addition to the customary duties of
    an executive committee, have the right to approve any

                                       15
<PAGE>

    financing activity, including but not limited to the Capital Budget Plan. 
    An affirmative vote of at least three (3) members of the Executive 
    Committee shall be required for approval of any matters considered by the 
    Executive Committee.  Each financing activity not approved by the 
    Executive Committee may be referred to the Board of Directors for 
    approval, which approval shall require a Supermajority Vote; and

         (4)  ACQUISITIONS COMMITTEE.  The Acquisitions Committee shall
    consist of four (4) members, one (1) of whom shall be the Series C
    Director, one (1) of whom shall be selected by the Series B Directors
    (and shall be a Series B Director), and two (2) of whom shall be
    selected by the Board of Directors (and shall be directors).  The
    Acquisitions Committee shall have the right to approve any transaction
    of the types described in Section 11(n), (o), (p) and (q) with respect
    to which transaction the aggregate consideration payable in connection
    with such transaction (including, without limitation, cash
    consideration, the fair market value of any securities and the net
    present value of any deferred consideration) is less than $15 million. 
    A unanimous vote of the Acquisitions Committee shall be required for
    approval of any matters considered by the Acquisitions Committee. 
    Except as described in Section 10(d)(5) below, each matter considered
    but not unanimously approved by the Acquisitions Committee may be
    referred to the Board of Directors for approval, which approval shall
    require a majority vote of the Board of Directors.  

         (5)  CERTAIN TRANSACTIONS.  The unanimous approval of the
    Acquisitions Committee or the unanimous approval of the Board of
    Directors shall be required before the Company or any of its
    Subsidiaries engage in a transaction of the types described in Section
    11(n), (o) (which, only for purposes of this clause, shall also apply
    to Capital Expenditures made by the Company in the ordinary course of
    business), (p) and (q), in which transaction: (A) the aggregate
    consideration payable in connection with such transaction (including,
    without limitation, cash consideration, the fair market value of any
    securities and the net present value of any deferred consideration) is
    less than $15 million; and (B) the Company is to issue its Common
    Equity at an implicit or explicit price of less than $8.375 per share. 
    Such implicit price shall be determined in an appraisal approved
    unanimously by the Acquisitions Committee or unanimously by the Board
    of Directors, such appraisal to be performed by an independent
    appraiser selected unanimously by the Acquisitions Committee or
    unanimously by the Board of Directors.

    (d)  Prior to a Type B Event Date, the following matters shall be deemed
approved by the Board of Directors only upon a Supermajority Vote in respect of
any such matter:

         (A)  Approving the annual Capital Budget Plan; and

                                       16
<PAGE>

         (B)  Approving the Company entering into any financing activity
    not approved by the Executive Committee.

    (e)  The bylaws of the Company may be altered, amended, or repealed or new
bylaws may be adopted by the stockholders or by the Board of Directors at any
regular or special meeting of the stockholders or the Board of Directors, but
only if such alteration, amendment, repeal, or adoption has been approved: 

         (1)  in case of adoption by the Board of Directors prior to the First
Meeting following a Type B Event Date, by a majority of the Preferred Stock
Directors and either (A) a majority of the entire Board of Directors (if such
alteration, amendment, repeal, or adoption does not increase the number of
directors) or (B) by at least 80% of the members of the entire Board of
Directors (if such alteration, amendment, repeal, or adoption does increase the
number of directors); 

         (2)  in case of adoption by the stockholders at any meeting of
stockholders (other than the First Meeting following a Type B Event Date) with a
record date on or prior to a Type B Event Date, by holders of at least eighty
percent (80%) of the outstanding shares of the Corporation entitled to vote in
the election of directors, voting as one class, and by holders of a majority of
the shares, outstanding as of such record date, of whichever (or both) of Series
B Preferred Stock and Series C Preferred Stock continued (as of such record
date) to have the right under the certificate of incorporation to elect one or
more Preferred Stock Directors.

    (f)  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 offering 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;

                                       17
<PAGE>

              (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

              (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, or
    (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 10(f), 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.

         (2)  No transfer of Series C Preferred Stock may be made by the
    Initial Purchaser or any Affiliate of the Initial Purchaser (other than a
    transfer permitted under Rule 144 under the Securities Act or a transfer
    pursuant to a registered offering under registration rights from the
    Company) 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 Section 10(f)(1).

    (g)  The Majority Holders shall have the right to appoint one (1) observer
(who may be, but shall not be required to be, an employee of the Initial
Purchaser) to attend each meeting of the Board of Directors of the Company and
each meeting of any committee of the Board of Directors (the "Board Observer") 
The Board Observer shall be entitled to a copy of all written materials
(including Board meeting agendas and background materials) distributed to each
member of the Board of Directors of the Company as and when so distributed.

    SECTION 11.   PROTECTIVE PROVISIONS.

                                       18
<PAGE>

    Without limiting the provisions of any other Series of Preferred Stock, for
so long as the Initial Purchaser and any Affiliate as of the Initial Date of the
Initial Purchaser, taken as a whole, owns or own at least 33% in total
liquidation preference, taken as a whole, of the outstanding shares of Series C
Preferred Stock and the outstanding shares of Series A 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 C Preferred Stock then
outstanding:

    (a)  alter, change or amend (by merger or otherwise) any of (i) the rights,
preferences and privileges of the Series C Preferred Stock or any other class of
Capital Stock, or (ii) the terms or provisions of any Option or Convertible
Security;

    (b)  enter into any transaction or event that could result in a Special
Corporate Event with respect to the Company or any Subsidiary;

    (c)  initiate any Liquidating Event with respect to the Company or any
Subsidiary;

    (d)  amend, restate, alter, modify or repeal (by merger or otherwise) the
Certificate of Incorporation or the Amended Bylaws of the Company, including,
without limitation, amendment, restating, modifying or repealing (by merger or
otherwise) any certificate of designation or preferences (as in effect from time
to time) relating to the Series A Preferred Stock, the Series B Preferred Stock,
the Series C Preferred Stock or the Series D Preferred Stock, including, without
limitation, the filing by the Company of a certificate with the Secretary of
State of the State of Delaware, pursuant to Section 151(g) of the Delaware
General Corporation Law, setting forth a resolution or resolutions adopted by
the Board of Directors of the Company that none of the authorized shares of
Series D Preferred Stock are outstanding and that none will be issued subject to
the Series D Certificate of Designation;

    (e)  amend, restate, alter, modify or repeal (by merger or otherwise) or
permit any Subsidiary to amend, restate, alter, modify or repeal (by merger or
otherwise) the certificate of incorporation, other organizational documents, or
bylaws of any Subsidiary in any material respect;

    (f)  change the number of directors of the Company to a number less than
eight (8) or more than nine (9) or the manner in which the directors are
selected, as provided in the Certificate of Incorporation, Amended Bylaws,
Series B Preferred Stock Certificate of Designation, Series C Preferred Stock
Certificate of Designation and Series D Preferred Stock Certificate of
Designation;

    (g)  incur any Indebtedness, in the aggregate with respect to the Company
and its Subsidiaries, in excess of $15 million in any Fiscal Year; PROVIDED,
HOWEVER, that this provision shall not apply to draw-downs under any credit
facility as to which a credit agreement had been executed and delivered on or
prior to the Initial Issue Date;

                                       19
<PAGE>

    (h)  become a party to Operating Leases during any Fiscal Year with respect
to which the present value of all payments due during the term of such Operating
Leases in the aggregate (determined using a discount rate of 10%) exceed $15
million; 

    (i)  create, authorize or issue any shares of Series C Preferred Stock or
any class or series of Senior Securities, Parity Securities or Supervoting
Securities or shares of any such class or series;

    (j)  reclassify any authorized stock of the Company into Series C Preferred
Stock or any class or series of Senior Securities, Parity Securities,
Supervoting Securities or shares of such class or series;

    (k)  increase or decrease the authorized number of shares of Series C
Preferred Stock or any class or series of Senior Securities or Parity Securities
or shares of any such class or series;

    (l)  issue any equity security below either the then current Market Price
(without deduction for any underwriters' discount) or the then-applicable
Conversion Price other than for (A) management stock options currently
authorized and available for grant for not more than Three Hundred Thousand
(300,000) shares of Common Stock in the aggregate, in which senior management of
the Company shall not participate, (B) management stock options exercisable at
not less than the then-applicable Conversion Price per share of Common Stock
issued after October 14, 1997, exercisable for not more than Five Hundred
Thousand (500,000) shares of Common Stock in the aggregate, in which only
certain members of senior management of the Company shall participate, and
(C) the Common Stock underlying such management stock options and other stock
options outstanding as of October 14, 1997; 

    (m)  declare or pay any dividend or make any distribution (including
without limitation by way of redemption, purchase or other acquisition) with
respect to shares of Capital Stock or any securities convertible into, or
exercisable, redeemable or exchangeable for, any share of Capital Stock
(including without limitation any Option or Convertible Security) directly or
indirectly, whether in cash, obligations or shares of the Company or other
property;

    (n)  acquire, in one or a series of related transactions, any equity
ownership interest or interests of any Person, where the aggregate consideration
payable in connection with such acquisition (including without limitation cash
consideration, the fair market value of any securities and the net present value
of any deferred consideration) is equal to or greater than $15 million;

    (o)  acquire any asset or assets of any Person in any transaction or
transactions, where the aggregate consideration payable in connection with any
single such transaction (including, without limitation, cash consideration, the
fair market value of any securities and the net present value of any deferred
consideration), whether such transaction is effected in a single transaction or
a series of related transactions, is greater than $15 million; PROVIDED,
HOWEVER, that this provision shall not apply to Capital Expenditures made by the
Company in the Ordinary Course of Business;

                                       20
<PAGE>

    (p)  merge or consolidate with any Person, or permit any other Person to
merge into it, where (i) the stockholders of the Company immediately prior to
the consummation of such merger or consolidation shall, immediately after the
consummation of such merger or consolidation, hold securities possessing more
than 50% of either the total voting power of and the beneficial ownership
interests in the surviving entity of such merger or consolidation and (ii) the
equity holders of the subject Person immediately prior to the consummation of
such transaction shall receive (directly or indirectly) aggregate consideration
payable in connection with such transaction (including without limitation cash
consideration, the fair market value of any securities and the net present value
of any deferred consideration) equal to or greater than $15 million, 

    (q)  cause or permit any Subsidiary to merge or consolidate with any Person
(other than the Company or a wholly-owned Subsidiary of the Company), or cause
or permit any other Person to merge into it, where: (i) the stockholders of such
Subsidiary immediately prior to the consummation of such merger or consolidation
shall, immediately after the consummation of such merger or consolidation, hold
securities possessing more than 50% of both the total voting power of and the
beneficial ownership interests in the surviving entity of such merger or
consolidation and (ii) the equity holders of the subject Person immediately
prior to the consummation of such transaction shall receive (directly or
indirectly) aggregate consideration payable in connection with such transaction
(including without limitation cash consideration, the fair market value of any
securities and the net present value of any deferred consideration) equal to or
greater than $15 million;

    (r)  substantially and materially engage in, either through acquisition or
internal development, any business other than the business of providing
diagnostic services to the healthcare industry;

    (s)  make or permit any of its Subsidiaries to make Capital Expenditures
any fiscal year in excess, in the aggregate, of two percent (2%) above the
approved Capital Budget Plan for such fiscal year of the Company unless such
expenditure is approved by the Executive Committee of the Board of Directors or
a Supermajority Vote of the Board of Directors of the Company; 

    (t)  (i) sell, transfer, convey, lease or dispose of, outside the Ordinary
Course of Business, any assets or properties of the Company or any Subsidiary,
whether now or hereafter acquired, in any transaction or transactions, if (X)
the aggregate consideration payable in connection with any single such
transaction (including, without limitation, cash consideration, the fair market
value of any securities and the net present value of any deferred
consideration), is greater than $5 million or (Y) the aggregate consideration
payable in connection with all such transactions (including, without limitation,
cash consideration, the fair market value of any securities and the net present
value of any deferred consideration), consummated after the Initial Issue Date,
taken as a whole, is or would become as a result of such transaction greater
than $20 million; (ii) undergo or cause or permit any Subsidiary to undergo a
reorganization or recapitalization; (iii) merge or consolidate with any Person,
or permit any other Person to merge into it, where the stockholders of the
Company immediately prior to the consummation of such

                                       21
<PAGE>

merger or consolidation shall, immediately after the consummation of such 
merger or consolidation, hold securities possessing 50% or less of either the 
total voting power of or the beneficial ownership interests in the surviving 
entity of such merger or consolidation; or (iv) cause or permit any 
Subsidiary to merge or consolidate with any other Person (other than the 
Company or a wholly-owned Subsidiary of the Company), or cause or permit any 
other Person to merge into such Subsidiary, where the stockholders of such 
Subsidiary immediately prior to the consummation of such merger or 
consolidation shall, immediately after the consummation of such merger or 
consolidation, hold 50% or less of either the total voting power of or the 
beneficial ownership interests in the surviving entity of such merger or 
consolidation, if (X) the value of the assets of such Subsidiary is greater 
than $5 million or (Y) the aggregate value of the assets of all such 
Subsidiaries with respect to all such mergers or consolidations consummated 
after the Initial Issue Date, taken as a whole, and including such 
transaction, is greater than $20 million;

    (u)  permit any Subsidiary of the Company to issue or sell any share of
Capital Stock, Option or Convertible Security; PROVIDED, HOWEVER, that the
Company may form a new Subsidiary not all of the equity securities of which need
be owned directly or indirectly by the Company (a "PARTIAL SUBSIDIARY"), but
only if (i) at the time of creation of such Partial Subsidiary, such Partial
Subsidiary is designated as such in a written notice to the holders of the
shares of Series C Preferred Stock, and, (ii) cumulatively through time no more
than $5,000 of assets (in the aggregate) are transferred to such Partial
Subsidiary by the Company or any other Subsidiary, and (iii) no liabilities of
such Partial Subsidiary are ever assumed or guaranteed by the Company or any
other Subsidiary; or

    (v)  issue any share of Series D Preferred Stock, otherwise than pursuant
to a Type B Conversion.

    The rights provided to holders of shares of Series C Preferred Stock in
this Section 11 shall be in addition to and not in lieu of the other rights and
protections granted to the holders of the shares of Series C Preferred Stock
hereunder.

    SECTION 12.    REISSUANCE OF SERIES C PREFERRED STOCK.

    Shares of Series C 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 C Preferred Stock.

    SECTION 13.    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.

                                       22
<PAGE>

    SECTION 14.    CERTAIN NOTIFICATION OBLIGATIONS.

    The Company will notify the Initial Purchaser of each subsequent sale or
disposition of any assets or properties of either the Company or any Subsidiary
(other than in the Ordinary Course of Business) once the aggregate consideration
payable in connection with all such sales or dispositions for the Company and
its Subsidiaries outside the Ordinary Course of Business (including without
limitation cash consideration, the fair market value of any securities and the
net present value of any deferred consideration) exceeds $10,000,000 in any
fiscal year.  

    SECTION 15.    PREEMPTIVE RIGHTS

    (a)  Subject to the terms and conditions specified in this Section 15, the
Company hereby grants to each holder of shares of Series C Preferred Stock a
right of first offer with respect to future sales in any transaction or proposed
transaction not involving a public offering by the Company of its shares of
Common Equity or any securities convertible or exchangeable, directly or
indirectly, into Common Equity (collectively, "PREEMPTIVE SECURITIES").  
Preemptive Securities shall include, without limitation, all shares of Common
Stock and all Convertible Securities.  

    (b)  Each time the Company proposes to offer any Preemptive Securities in a
transaction not involving a public offering of such Preemptive Securities, the
Company shall first make an offering of such Preemptive Securities to each
holder of shares of Series C Preferred Stock in accordance with the following
provisions:

         (1)  The Company shall deliver a notice by certified mail (the
    "PREEMPTIVE NOTICE") to each holder of shares of Series C Preferred Stock
    stating (i) its bona fide intention to offer Preemptive Securities, (ii)
    the number of such Preemptive Securities to be offered, and (iii) the price
    and terms, if any, upon which it proposes to offer such Preemptive
    Securities.  In addition, the Preemptive Notice will contain all other
    information which would be provided to prospective purchasers with respect
    to the proposed offering.

         (2)  With respect to any Type A Offering of Preemptive Securities, by
    written notification given by each holder of shares of Series C Preferred
    Stock within 15 Business Days from the date of the Preemptive Notice, each
    holder may elect to purchase or obtain, at the price and on the terms
    specified in the Preemptive Notice, up to that portion of such Preemptive
    Securities which equals the proportion that the number of shares of Common
    Stock issuable upon conversion of the shares of Series C Preferred Stock
    then held by such holder bears to the total number of shares of Common
    Stock of the Company then outstanding (assuming full conversion of all
    convertible securities, including without limitation the Series A Preferred
    Stock, Series B Preferred Stock and Series C Preferred Stock). 

         (3)  With respect to any Type B Offering of Preemptive Securities, by
    written notification given by each holder of shares of Series C Preferred
    Stock within 15 Business Days from the date of the Preemptive Notice, each
    holder may elect to purchase

                                       23
<PAGE>

    or obtain, at the price and on the terms specified in the Preemptive 
    Notice, up to that portion of such Preemptive Securities which equals the 
    proportion that the number of shares of Common Stock issuable upon 
    conversion of the shares of Series C Preferred Stock then held by such 
    holder bears to the number of shares of Common Stock of the Company into 
    which the outstanding shares of Series B Preferred Stock and the 
    outstanding shares of Series C Preferred Stock are then convertible.  

         (4)  If any of the holders of Series B Preferred Stock decline to
    exercise any right of refusal with respect to any offering to such holders
    of Series B Preferred Stock of any Preemptive Securities, such holders (the
    "DECLINING SERIES B HOLDERS") shall give written notification of such
    election to decline to exercise such rights to the Company within 15
    Business Days from the date of the Preemptive Notice.  Within 3 Business
    Days thereafter, the Company shall give written notification (the "DECLINED
    PREEMPTIVE SECURITIES NOTICE") to each holder of Series C Preferred Stock
    of the following: (i) the total number of shares of Preemptive Securities
    which the Declining Series C Holders declined to purchase (collectively,
    the "DECLINED PREEMPTIVE SECURITIES"), and (ii) the price and terms
    specified in the Preemptive Notice relating to such Declined Preemptive
    Securities.

         (5)  By written notification given by each holder of shares of Series
    C Preferred Stock within 3 Business Days from the date of the Declined
    Preemptive Securities Notice, each holder of Series C Preferred Stock may
    elect to purchase or obtain, at the price and on the terms specified by the
    Company for such sale of such Preemptive Securities, such Declined
    Preemptive Securities at the price and on the terms specified in the
    Preemptive Notice; PROVIDED, HOWEVER, that if the total number of Declined
    Preemptive Securities so elected to be purchased by such holders of Series
    C Preferred Stock pursuant hereto (collectively, the "ELECTING HOLDERS")
    exceeds the total number of Declined Preemptive Securities, each such
    Electing Holder shall purchase, and the Company shall sell to such Electing
    Holder, that portion of the total number of Declined Preemptive Securities
    which equals the proportion that the number of shares of Common Stock
    issuable upon conversion of the shares of Series C Preferred Stock then
    held by such holder bears to the number of shares of Common Stock of the
    Company into which the outstanding shares of all Electing Holders are then
    convertible.  

         (6)  If all Preemptive Securities referred to in any Preemptive Notice
    are not elected to be obtained as provided in Section 15(b)(2) or 15(b)(3),
    or Section 15(b)(4) or 15(b)(5), as applicable, the Company may, at any
    time after the latest date set forth above for the exercise of the right to
    purchase any such Preemptive Securities by any holder of Series C Preferred
    Stock (the "PREEMPTIVE RIGHT EXPIRATION DATE") to the date sixty (60) days
    from the Preemptive Right Expiration Date offer the remaining unsubscribed
    portion of such Preemptive Securities to any Person or Persons at a price
    equal to the price specified in the relevant Preemptive Notice.  If the
    Company does not enter into an agreement for the sale of the Preemptive
    Securities within sixty (60) days after the Preemptive Right Expiration
    Date, or if such agreement is not consummated within ninety (90) days of
    the Preemptive Right Expiration Date, the right provided under this

                                       24
<PAGE>

    Section 15 shall be deemed to be revived and such Preemptive Securities 
    shall not be offered unless first reoffered to each holder of shares of 
    Series C Preferred Stock in accordance herewith.

         (7)  The rights set forth in this Section 15 shall not be applicable
    to the issuance or sale of shares of Common Stock pursuant to Options
    approved by the Board to officers, directors and employees of the Company
    for the primary purpose of soliciting or retaining their employment or
    services.

    SECTION 16.    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.

    "AGGREGATE VOTING LIMITATION" has the meaning set forth in Section 10(a). 

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

    "BOARD OBSERVER" has the meaning set forth in Section 10(g).

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

    "CAPITAL BUDGET PLAN" means, for each fiscal year of the Company, the 
plan of the Company for making Capital Expenditures for such fiscal year 
which has been approved for such fiscal year by either the Executive 
Committee or a Supermajority Vote of the Board of Directors of the Company.

    "CAPITAL EXPENDITURES" means, for any period, expenditures made by the 
Company or any of its Subsidiaries to acquire or construct fixed assets, 
plant and Fixtures and Equipment (including additions, improvements, upgrades 
and replacements, but excluding repairs) during such period calculated in 
accordance with GAAP.

                                       25
<PAGE>

    "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof 
is to be made, the amount of the liability in respect of a lease that would 
at such time be required to be capitalized on a balance sheet in accordance 
with GAAP.

    "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 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 Initial 
Purchaser or any Affiliate thereof or the Majority Holders of the Series C 
Preferred Stock or any Affiliate thereof of any Capital Stock of the Company 
or (y) the conversion of shares of Series C Preferred Stock into either 
Series D Preferred Stock (and any change in the Board of Directors incident 
thereto) or Common Stock, or (z) the conversion of shares of Series D 
Preferred Stock into Common Stock. 

    "COMMITTEES" has the meaning set forth in Section 10(e).

    "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.

                                       26
<PAGE>

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

    "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" means (i) in the event of a Type A Conversion, the date 
set forth in Section 5(a) (in the event of a partial conversion relating to a 
Partial Conversion Event) or Section 5(b) (in the event of any other 
conversion pursuant to Section 5), and (ii) in the event of a Type B 
Conversion, the date of receipt by the Company of the relevant Type B 
Conversion Notice.

    "CONVERSION DIRECTORS" has the meaning set forth in Section 10.

    "CONVERSION PRICE" has the meaning set forth in Section 8.

    "CONVERTIBLE SECURITY" means any stock or securities, directly or 
indirectly, convertible into or exchangeable for Common Equity, including 
without limitation any exchangeable debt securities.

    "CORPORATE CHANGE" has the meaning set forth in Section 8(e).

    "CREDIT FACILITY" means a credit facility to which the Company is a party 
with NationsBank, N.A.

    "DECLINED PREEMPTIVE SECURITIES" has the meaning set forth in Section 
15(b)(4).

    "DECLINED PREEMPTIVE SECURITIES NOTICE" has the meaning set forth in 
Section 15(b)(4).

    "DECLINING SERIES B HOLDERS" has the meaning set forth in Section 
15(b)(4).

    "ELECTING HOLDERS" has the meaning set forth in Section 15(b)(5).

    "ENCUMBRANCE" means any claim, lien, pledge, option, charge, easement, 
security interest, right-of-way, encumbrance or other right of third parties, 
and, with respect to any securities, any agreements, understandings or 
restrictions affecting the voting rights or other incidents of record or 
beneficial ownership pertaining to such securities.

    "FIRST MEETING" means the meeting of the newly constituted Board of 
Directors to be held two calendar days after a Type B Event Date, at the 
principal offices of the Corporation.

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

                                       27
<PAGE>

    "FIXTURES AND EQUIPMENT" means all of the furniture, fixtures, 
furnishings, machinery, equipment and other tangible assets owned by the 
Company or any Subsidiary that are material to the conduct of their 
businesses as currently conducted.

    "GAAP" means generally accepted accounting principles set forth in the 
opinions and pronouncements of the Accounting Principles Board of the 
American Institute of Certified Public Accountants and statements and 
pronouncements of the Financial Accounting Standards Board or in such other 
statements by such other entity as have been approved by a significant 
segment of the accounting profession, which are in effect as of the Initial 
Issue Date.

    "INDEBTEDNESS" means, as to any Person without duplication, (a) all items 
which, in accordance with GAAP, would be included as a liability on the 
balance sheet of such Person and its Subsidiaries (including any obligation 
of such Person to the issuer of any letter of credit for reimbursement in 
respect of any drafts drawn under such letter of credit), excluding 
obligations in respect of deferred taxes and deferred employee compensation 
and benefits, and anything in the nature of capital stock, surplus capital 
and retained earnings; (b) the amount available for drawing under all letters 
of credit issued for the account of such Person; (c) Capital Lease 
Obligations of such Person; and (d) all obligations of other Persons that 
such Person has guaranteed, including, without limitation, all obligations of 
such Person consisting of recourse liabilities with respect to accounts 
receivable sold or otherwise disposed of by such Person; provided, however, 
that the term Indebtedness shall not include trade accounts payable (other 
than for borrowed money) arising in, and accrued expenses incurred in, the 
ordinary course of business of such Person, provided the same are not more 
than sixty (60) days overdue or are being contested in good faith.

    "INDEPENDENT" means any Person who is not an officer or employee of the 
Company or any Subsidiary or other Affiliate of the Company or otherwise paid 
any compensation or remuneration by the Company or any Subsidiary or other 
Affiliate of the Company other than director's fees.

    "INITIAL ISSUE DATE" means October 14, 1997.

    "INITIAL PURCHASER" shall mean the Person to whom shares of Series C 
Preferred Stock are initially issued by the Company.

    "JOINT DIRECTOR" has the meaning set forth in Section 10(b)(4).

    "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.

                                       28
<PAGE>

    "LIEN" means any lien, mortgage, deed of trust, pledge, security 
interest, charge or encumbrance of any kind (including any conditional sale 
or other title retention agreement, any lease in the nature thereof and any 
agreement to give any security interest).

    "LIQUIDATING DIVIDEND" has the meaning set forth in Section 8(g).

    "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 C Preferred Stock.

    "MARKET PRICE" means as to any security the average of the closing prices 
of any such security's sales on all domestic securities exchanges on which 
such security may at the time be listed, or, if there have been no sales on 
any such exchange on any day, the average of the highest bid and lowest asked 
prices on all such exchanges at the end of such day, or, if on any day such 
security is not so listed, the average of the representative bid and asked 
prices quoted in Nasdaq as of 4:00 P.M., New York time, on such day, or, if 
on any day such security is not quoted in Nasdaq, the average of the highest 
bid and lowest asked prices on such day in the domestic over-the-counter 
market as reported by the National Quotation Bureau, Incorporated, or any 
similar successor organization, in each such case averaged over a period of 
twenty-one (21) Business Days consisting of the day as of which "Market 
Price" is being determined and the twenty (20) consecutive Business Days 
prior to such day; provided that if such security is listed on any domestic 
securities exchange the term "Business Days" as used in this sentence means 
business days on which such exchange is open for trading.  If at any time 
such security is not listed on any domestic securities exchange or quoted in 
Nasdaq or the domestic over-the-counter market, the "Market Price" shall be 
the fair value thereof determined by the Company and approved by the Majority 
Holders; provided that if such parties are unable to reach agreement within a 
reasonable period of time, such fair value shall be determined by an 
appraiser jointly selected by the Company and the Majority Holders.  The 
determination of such appraiser shall be final and binding on the Company and 
holders of the shares of Series C Preferred Stock, and the fees and expenses 
of such appraiser shall be paid by the Company.

    "OPERATING LEASE" shall mean any lease with respect to which the 
obligations of the lessee thereunder are, at the time any determination 
thereof is to be made, not required to be capitalized on the lessee's balance 
sheet in accordance with GAAP.

    "OPTION" shall mean any rights or options to subscribe for or purchase 
Common Equity or Convertible Securities.

    "ORDINARY COURSE OF BUSINESS" shall mean the ordinary course of business 
for a company engaged in the business of providing diagnostic services to the 
healthcare industry as so provided by the Company as of the Initial Issue 
Date; provided, that all sales by the Company or any

                                       29
<PAGE>

Subsidiary, as the case may be, of inventory and sales of Fixtures and 
Equipment no longer used or useful in such business shall be deemed to be in 
the Ordinary Course of Business.

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

    "PARTIAL CONVERSION EVENT" means (i) the consummation of the sale by any 
holder of its shares of Series C Preferred Stock to a third party at any time 
approved by the Board, (ii) the consummation of a public offering of the 
Common Stock at any time and (iii) at any time following April 14, 1999, the 
consummation of a private sale of Common Stock.

    "PARTIAL SUBSIDIARY" has the meaning set forth in Section 11(u).

    "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).

    "PREEMPTIVE NOTICE" has the meaning set forth in Section 15(b).

    "PREEMPTIVE RIGHT EXPIRATION DATE" has the meaning set forth in Section 
15(b)(6).

    "PREEMPTIVE SECURITIES" has the meaning set forth in Section 15(a).

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

    "SECURITIES PURCHASE AGREEMENT" means the Securities Purchase Agreement 
dated as of October 14, 1997 between the Company and the Initial Purchaser.

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

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

    "SERIES B DIRECTOR" has the meaning set forth in Section 10.

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

    "SERIES C DIRECTOR" has the meaning set forth in Section 10.

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

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

    "SPECIAL CORPORATE EVENT" 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 20% 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

                                       30
<PAGE>

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 Special Corporate Event 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 Special Corporate Event hereunder with respect to the 
Company shall be deemed to occur solely by reason of the ownership by the 
Initial Purchaser or any Affiliate thereof or the Majority Holders of the 
Series C Preferred Stock or any Affiliate thereof of any Capital Stock of the 
Company. 

    "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 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 A CONVERSION" means a conversion of shares of Series C Preferred 
Stock into shares of Common Stock pursuant to Section 5 hereof.

    "TYPE A OFFERING OF PREEMPTIVE SECURITIES" means any proposed offering by 
the Company of Preemptive Securities in which the proposed sale price 
reflects a price per share of Common Stock at or above the higher of (i) the 
Market Price per share of Common Stock, determined as of the date of the 
Preemptive Notice relating to such offering and (ii) $8.375 per share of 
Common Stock.

    "TYPE B CONVERSION" means a conversion of shares of Series C Preferred 
Stock into shares of Series D Preferred Stock pursuant to Section 6 hereof.

    "TYPE B CONVERSION NOTICE" has the meaning set forth in Section 6(b).

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<PAGE>

    "TYPE B EVENT DATE" has the meaning set forth in Section 6(b).

    "TYPE B OFFERING OF PREEMPTIVE SECURITIES" means any proposed offering by 
the Company of Preemptive Securities in which the proposed sale price 
reflects a price per share of Common Stock below the higher of (i) the Market 
Price per share of Common Stock, determined as of the date of the Preemptive 
Notice relating to such offering and (ii) $8.375 per share of Common Stock.

    "TYPE B TRIGGER DATE" means the date one year after the initial borrowing 
of funds under the Credit Facility.

    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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