<PAGE>

                                                                  Exhibit 10.28

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE 
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 
"SECURITIES ACT"), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, 
HYPOTHECATED, OFFERED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN 
REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION 
IS AVAILABLE.

No.  TEMPLATE

                         Certificate for __________ Warrants
                    EXERCISABLE COMMENCING ON THE DATE OF ISSUANCE
                                  HEREOF AND ENDING
          5:00 P.M., NEWPORT BEACH, CALIFORNIA TIME, ON THE EXPIRATION DATE

                            INSIGHT HEALTH SERVICES CORP.

                                 WARRANT CERTIFICATE


     THIS CERTIFIES that __________ is the registered holder (the 
"Warrantholder") of the number of warrants (the "Warrants") set forth above, 
each of which represents the right to purchase one fully paid and 
non-assessable share of common stock, par value $.001 per share (the "Common 
Shares"), of InSight Health Services Corp., a Delaware corporation (the 
"Company"), at the exercise price of $4.56 per share (the "Exercise Price"), 
at any time prior to the Expiration Date hereinafter referred to, by 
surrendering this Warrant Certificate, with the form of election to purchase 
set forth hereon duly executed, at the Company's principal executive office, 
4400 MacArthur Boulevard, Suite 800, Newport Beach, California 92660 (the 
"Office"), and by paying in full the Exercise Price, plus transfer taxes, if 
any, in United States currency by certified check, bank cashier's check or 
money order payable to the order of the Company.

     SECTION 1.   DURATION AND EXERCISE OF WARRANTS.

           (a)    The Warrants represented by this Warrant Certificate shall 
vest cumulatively and be exercisable at the rate of ______  Warrants  each 
month commencing on __________ until fully vested so  long as continuously 
during such time period the Warrantholder remains a director of the Company.  
The Warrants shall expire at 5:00 p.m. Newport Beach, California time, on the 
earlier of (i) 90 days after the Warrantholder ceases to be a director of the 
Company (other than by death or permanent or total disability within the 
meaning of the Internal Revenue Code of 1986, as amended, ("Internal Revenue 
Code")), (ii) twelve months after the Warrantholder's death or permanent or 
total disability within the meaning of the Internal Revenue Code or  (iii) on 
__________ (the "Expiration Date"); provided however, that if the 
Warrantholder ceases to be a director of the Company, other than by death or 
permanent or total disability within the meaning of the Internal Revenue 
Code, the Warrantholder shall have the right until the Expiration Date to 
purchase from the Company the Common Shares issuable upon exercise of the 
Warrants which shall have vested prior to such termination.

                                      A-1
<PAGE>

           (b)    Subject to the provisions of this Warrant Certificate, 
after the date of this Warrant Certificate and prior to the close of business 
on the Expiration Date, the Warrantholder shall have the right to purchase 
from the Company the number of Common Shares specified above at the Exercise 
Price.  In order to exercise such right, the Warrantholder shall surrender 
the Warrant Certificate(s) evidencing such Warrants to the Company at the 
Office with the form of Election to Purchase set forth hereon duly completed 
and signed, and shall tender payment in full to the Company for the Company's 
account of the Exercise Price, together with such taxes as are specified in 
Section 4 hereof, for each Common Share with respect to which such Warrants 
are being exercised. Such Exercise Price and taxes shall be paid in full by 
certified check, bank cashier's check or money order, payable in United 
States currency to the order of the Company.  In addition, if the Common 
Shares deliverable upon exercise have not been registered pursuant to the 
Securities Act, the Warrantholder shall deliver a duly executed certificate 
substantially in the form of Exhibit A hereto.

           (c)    The Warrants evidenced by this Warrant Certificate shall be 
exercisable only in multiples of one (l) Warrant.  If less than all of the 
Warrants evidenced by this Warrant Certificate are exercised at any time 
prior to the close of business on the Expiration Date, a new Warrant 
Certificate(s) shall be issued to the Warrantholder, or his duly authorized 
assigns, by the Company for the remaining number of Warrants evidenced by the 
Warrant Certificate so surrendered.

     SECTION 2.   ISSUANCE OF SHARE CERTIFICATES.  Upon surrender of this 
Warrant Certificate and payment of the Exercise Price, and, if the Common 
Shares deliverable on exercise have not been registered under the Securities 
Act, upon delivery of a certificate in the form of Exhibit A hereto, the 
Company shall issue certificates representing Common Shares ("Share 
Certificates") for the number of full Common Shares to which the holder of 
such Warrants is entitled, registered in accordance with the instructions set 
forth in the Election to Purchase.  If such Common Shares have not been 
registered under the Securities Act, the Share Certificates shall bear a 
legend substantially similar to the legend on this Warrant Certificate.

     SECTION 3.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF COMMON SHARES 
PURCHASABLE PER NUMBER OF WARRANTS.  The Exercise Price and the number of 
Common Shares purchasable upon the exercise of each Warrant are subject to 
adjustment from time to time upon the occurrence of the events specified in 
this Section 3:

           (a)    If the Company at any time after the date of this Warrant 
Certificate (i) declares a dividend or makes a distribution on the 
outstanding Common Shares payable in Common Shares, (ii) subdivides or 
reclassifies the outstanding Common Shares into a greater number of shares or 
(iii) combines or reclassifies the outstanding Common Shares into a smaller 
number of Common Shares, the Exercise Price in effect immediately after the 
record date for such dividend or distribution or at the effective date of 
such subdivision, combination or reclassification, shall be adjusted to equal 
the quotient obtained by multiplying the Exercise Price in effect immediately 
prior to such date by a fraction, the numerator of which shall be the number 
of Common Shares outstanding immediately prior to such dividend, 
distribution, subdivision, combination or reclassification, and the 
denominator of which shall be the number of Common Shares outstanding 
immediately after such dividend, distribution, subdivision, combination or 
reclassification.  Such adjustment shall be made successively whenever any 
event listed above shall occur.

           (b)    If at any time, as a result of an adjustment made pursuant 
to subsection (a), the holder of any Warrant thereafter exercised shall 
become entitled to receive any additional Common 

                                      A-2
<PAGE>

Shares (the "New Shares"), thereafter the number of such New Shares so 
receivable upon exercise of any Warrant shall be subject to adjustment from 
time to time in a manner and on terms as nearly equivalent as practicable to 
the provisions with respect to the Common Shares contained in paragraph (a), 
and the provisions of this Warrant Certificate with respect to the Common 
Shares shall apply on like terms to any such New Shares.
           
           (c)    All calculations of the Exercise Price under this Section 3 
shall be made to the nearest one hundredth of a cent.  No adjustment in the 
Exercise Price in accordance with the provisions of subsection (a) hereof 
need be made if such adjustment, together with other adjustments carried 
forward pursuant to this subsection (c), would amount to a change in such 
Exercise Price of less than 1%; PROVIDED, HOWEVER, that the amount by which 
any adjustment is not made by reason of this subsection (c) shall be carried 
forward and taken into account at the time of any subsequent adjustment in 
the Exercise Price.

           (d)    Unless the Company shall have exercised its election as 
provided in subsection (e), upon each adjustment of the Exercise Price as a 
result of the calculations made in subsection (a), each Warrant outstanding 
immediately prior to the making of such adjustment shall thereafter evidence 
the right to purchase, at the adjusted Exercise Price that number of Common 
Shares obtained by (i) multiplying (A) the number of Common Shares 
purchasable upon exercise of a Warrant immediately prior to such adjustment 
of the Exercise Price by (B) the Exercise Price in effect immediately prior 
to such adjustment of the Exercise Price and (ii) dividing the product so 
obtained by the Exercise Price in effect immediately after such adjustment of 
the Exercise Price.

           (e)    The Company may elect, on or after the date of any 
adjustment of the Exercise Price, to adjust the number of Warrants in 
substitution for an adjustment in the number of Common Shares purchasable 
upon the exercise of a Warrant as provided in subsection (d).

           (f)    In case of any reorganization of the Company, or in case of 
the consolidation or merger of the Company with or into any other legal 
entity or of the sale of the properties and assets of the Company as, or 
substantially as, an entirety to any other legal entity (collectively, 
"Reorganization"), all vested Warrants shall be exercisable, and any unvested 
Warrants shall become immediately exercisable, after such Reorganization, 
upon the terms and conditions specified in this Warrant Certificate, for the 
stock or other securities or property (including cash) to which a holder of 
the number of Common Shares purchasable (at the time of such Reorganization) 
upon exercise of such Warrant would have been entitled upon such 
Reorganization if such Warrant had been exercised in full immediately prior 
to such Reorganization; and in any such case, if necessary, the provisions 
set forth in this Section 3 with respect to the rights and interests 
thereafter of the holders of the Warrants shall be appropriately adjusted so 
as to be applicable, as nearly as may reasonably be, to any such stock or 
other securities or property thereafter deliverable upon exercise of the 
Warrants.  The Company shall not effect any such Reorganization unless prior 
to or simultaneously with the consummation thereof the successor (if other 
than the Company) resulting from such Reorganization or the legal entity 
purchasing such assets shall assume, by written instrument executed and 
delivered to the holder of each Warrant, the obligation to deliver to the 
holder of each Warrant such stock, securities or assets as, in accordance 
with the foregoing provisions, such holders may be entitled to purchase, and 
the other obligations under this Warrant Certificate.

     SECTION 4.   PAYMENT OF TAXES.  The Company will pay all documentary 
stamp taxes that may be imposed by the United States of America or any state 
or territory thereof ("Taxes") attributable to the initial issuance of Common 
Shares upon the exercise of Warrants prior to the close of business on the 

                                      A-3
<PAGE>

Expiration Date; PROVIDED, HOWEVER, that the Company shall not be required to 
pay any Taxes which may be payable in respect of any transfer involved in the 
issuance of any Warrant Certificates or any Share Certificates in a name 
other than that of the Warrantholder of record surrendered upon the exercise 
of a Warrant, and the Company shall not be required to issue or deliver such 
Share Certificates unless or until the person or persons requesting the 
issuance thereof shall have paid to the Company the amount of such Taxes or 
shall have established to the satisfaction of the Company that such Taxes 
have been paid.
     
     SECTION 5.   REGISTRATION.

           (a)    This Warrant Certificate shall be registered in the name of 
the record holder to whom it is distributed, and the Company shall maintain a 
list showing the name, address and number of Warrants held by each of the 
Warrantholders of record.

           (b)    The Company may deem and treat the Warrantholder of record 
as the absolute owner of this Warrant Certificate (notwithstanding any 
notation of ownership or other writing thereon made by anyone) for the 
purpose of any exercise thereof and any distribution to the holder thereof 
and for all other purposes, and the Company shall not be affected by any 
notice to the contrary.

     SECTION 6.   REGISTRATION OF TRANSFERS AND EXCHANGES.

           (a)    The Company shall register the transfer of this Warrant 
Certificate upon the records to be maintained by it for that purpose, upon 
surrender of this Warrant Certificate accompanied (if so required by the 
Company) by (i) a written instrument or instruments of transfer in form 
satisfactory to the Company, duly executed by the registered holder(s) 
thereof or by the duly appointed legal representative thereof or by a duly 
authorized attorney, and (ii) an opinion of counsel, reasonably satisfactory 
to the Company, that such transfer is exempt from registration under the 
Securities Act.  Upon any such registration or transfer, a new Warrant 
Certificate shall be issued to the transferee, and the surrendered Warrant 
Certificate shall be canceled by the Company.

           (b)    This Warrant Certificate may be exchanged at the option of 
the holder, when surrendered to the Company at the Office, for another 
Warrant Certificate or other Warrant Certificates of like tenor and 
representing in the aggregate a like number of Warrants.  Warrant 
Certificates surrendered for exchange, transfer or exercise shall be canceled 
by the Company.

     SECTION 7.   MUTILATED OR MISSING WARRANT CERTIFICATES.  In case this 
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the 
Company shall issue and deliver, in exchange and substitution for and upon 
cancellation of the mutilated Warrant Certificate, or in lieu of and 
substitution for any Warrant Certificate lost, stolen or destroyed, a new 
Warrant Certificate of like tenor and representing an equivalent number of 
Warrants, but only upon receipt of evidence satisfactory to the Company of 
such loss, theft or destruction of such Warrant Certificate and an indemnity 
or bond, if requested, also satisfactory to the Company.  Applicants for such 
substitute Warrant Certificate shall also comply with such other reasonable 
charges as the Company may prescribe.

                                     A-4
<PAGE>

     SECTION 8.   NOTICES.

           (a)    Any notice or demand authorized by this Warrant Certificate 
to be given or made by the Warrantholder to or on the Company shall be in 
writing and shall be sufficiently given or made if personally delivered or 
sent by mail or by telegram or telex confirmed by letter addressed (until 
another address is given in writing by the Company) to the Office.            

           (b)    Any notice pursuant to this Warrant Certificate to be given 
by the Company to the Warrantholder shall be in writing and shall be 
sufficiently given if personally delivered or sent by mail or telegram or 
telex confirmed by letter, addressed (until another address is filed in 
writing by the Warrantholder with the Company) to the address specified in 
the Warrant register maintained by the Company.

     SECTION 9.   RIGHTS OF WARRANTHOLDERS; VOTING.  Nothing contained in 
this Warrant Certificate shall be construed as conferring upon the 
Warrantholder any of the rights of a stockholder of the Company, including 
without limitation the right to vote, to receive dividends and other 
distributions, to receive any notice of, or to attend, meetings of 
stockholders or any other proceedings of the Company.

     SECTION 10.  SUPPLEMENTS AND AMENDMENTS.  The Company may from time to 
time supplement or amend this Warrant Certificate without the consent or 
concurrence of the Warrantholder in order to cure any ambiguity, manifest 
error or other mistake in this Warrant Certificate, or to make provision in 
regard to any matters or questions arising hereunder which the Company may 
deem necessary or desirable and which shall not adversely affect, alter or 
change the interests of the Warrantholder.

     SECTION 11.  WARRANT AGENT.  The Company may, by written notice to the 
Warrantholder, appoint an agent for the purpose of issuing Common Shares on 
the exercise of the Warrants, exchanging Warrants, replacing Warrants or any 
of the foregoing, and thereafter any such issuance, exchange or replacement 
shall be made at such office by such agent.

     SECTION 12.  SUCCESSORS.  All the representations, warranties, covenants 
and provisions of this Warrant Certificate by or for the benefit of the 
Company or the Warrantholder shall bind and inure to the benefit of their 
respective successors and assigns hereunder.

     SECTION 13.  GOVERNING LAW.  This Warrant Certificate shall be deemed to 
be a contract made under the laws of the State of Delaware and for all 
purposes shall be governed in accordance with the laws of said State, 
regardless of the laws that might be applied under applicable principles of 
conflicts of laws.

     SECTION 14.  BENEFITS OF THIS WARRANT CERTIFICATE.  Nothing in this 
Warrant Certificate shall be construed to give to any person or entity other 
than the Company and the Warrantholder any legal or equitable right, remedy 
or claim under this Warrant Certificate, and this Warrant Certificate shall 
be for the sole and exclusive benefit of the Company and the Warrantholder.

     SECTION 15.  INTERPRETATION.  The headings contained in this Warrant 
Certificate are for reference purposes only and shall not affect in any way 
the meaning or interpretation of this Warrant Certificate.

                                      A-5
<PAGE>

     SECTION 16.  INVALIDITY OF PROVISIONS.  If any provision of this Warrant 
Certificate is or becomes invalid, illegal or unenforceable in any respect, 
such provision shall be amended to the extent necessary to cause it to 
express the intent of the parties and be valid, legal and enforceable.  The 
amendment of such provision shall not affect the validity, legality or 
enforceability of any other provision hereof.
     
     SECTION 17.  REGISTRATION RIGHTS.

           (a)    If at any time or from time to time the Company proposes to 
file a registration statement on any appropriate form (a "Registration 
Statement") (other than in connection with an exchange offer or a 
registration statement on Form S-4 or S-8 or otherwise unsuitable 
registration statements) under the Securities Act with respect to any Common 
Shares, whether or not for sale for its own account, on a form and in a 
manner which would permit registration of Common Shares received upon 
exercise of the Warrants ("Warrant Shares") for sale to the public under the 
Securities Act, the Company shall

                  (i)    promptly give to the Warrantholder written notice 
thereof (which shall include a list of the jurisdictions in which the Company 
intends to attempt to qualify such securities under the applicable blue sky 
or other state securities law); and

                  (ii)   include in such registration (and any related 
qualification under blue sky laws or other compliance), and in any 
underwriting involved therein, all the Warrant Shares specified in a written 
request or requests, made within 20 days after receipt of such written notice 
from the Company, by the Warrantholder.

           (b)    If the registration of which the Company gives notice is 
for a registered public offering involving an underwriting, the Company shall 
so advise the Warrantholder as a part of the written notice given pursuant to 
Section 17(a)(i).  In such event the right of the Warrantholder to 
registration pursuant to this Section 17 shall be conditioned upon the 
Warrantholder's participation, as a selling security holder, in such 
underwriting and the inclusion of the Warrant Shares in the underwriting to 
the extent provided herein.  The Warrantholder shall (together with the 
Company and the other holders of Common Shares distributing their securities 
through such underwriting) enter into an underwriting agreement in customary 
form with the underwriters selected for such underwriting by the Company.  
The Warrantholder shall not be required to make any representations or 
warranties to the Company or the underwriters other than those relating to 
the Warrantholder, the Warrant Shares and the intended method of distribution 
and information about the Warrantholder provided by the Warrantholder for use 
in the Registration Statement.

           (c)    Notwithstanding any other provision of this Section 17:

                  (i)     subject to subsection (iii) below, if the 
registration is an underwritten primary registration on behalf of the Company 
and the managing underwriters of such offering determine in good faith that 
the aggregate amount of Common Shares which the Warrantholder and the Company 
propose to include in such Registration Statement exceeds the maximum amount 
of Common Shares that could practicably be included therein, the Company will 
include in such registration, first, the Common Shares which the Company 
proposes to sell, and second, the Warrant Shares and the Common Shares of any 
holders of other piggyback registration rights, if any, which can practicably 
be included therein, pro rata among all such holders, taken together, on the 
basis of the relative amount of Common Shares owned 

                                      A-6
<PAGE>

by the Warrantholder and such other holders who have requested that Common 
Shares owned by them be included; 

                  (ii)     subject to subsection (iii) below, if the 
registration is an underwritten secondary registration on behalf of any of 
the other security holders of the Company and the managing underwriters 
determine in good faith that the aggregate amount of Common Shares which the 
Warrantholder and such security holders propose to include in such 
registration exceeds the maximum amount of Common Shares that could 
practicably be included therein, the Company will include in such 
registration, first, the Common Shares to be sold for the account of any 
other holders entitled to demand registration and, second, the Warrant Shares 
and other Common Shares to be sold for the account of other holders electing 
to include (but not being entitled to demand inclusion of) Common Shares in 
such registration, pro rata among all such holders, taken together, on the 
basis of the relative amount of Common Shares owned by the Warrantholder and 
such other holders who have requested that Common Shares owned by them be 
included; and

                  (iii)   in the event of a conflict between the rights of 
the Warrantholder set forth in this Section 17 and the registration rights of 
General Electric Company, the rights hereunder shall be subordinate to such 
other rights and the Company's obligations shall be limited to those that can 
be performed without violating the terms of such other registration rights.

           (d)    The Company may withdraw any Registration Statement at any 
time before it becomes effective, or postpone the offering of Common Shares, 
without obligation or liability to the Warrantholder.

           (e)    With respect to a Registration Statement in which any of 
the Warrant Shares are included, the Warrantholder agrees, if requested by 
the managing underwriters in an underwritten offering, not to effect any 
public sale or distribution of Common Shares, including a sale pursuant to 
Rule 144 under the Securities Act (except as part of such registration), 
during the 180-day period beginning on the effective date of such 
Registration Statement; PROVIDED, HOWEVER, that such agreement shall be 
applicable only to the first three such Registration Statements which cover 
Common Shares (or other securities) to be sold on the Company's behalf to the 
public in an underwritten offering.

           (f)    All Registration Expenses (as defined below) incurred in 
connection with any registration, qualification or compliance pursuant to 
this Section 17 shall be borne by the Company.  All Selling Expenses (as 
defined below) incurred in connection with any registrations hereunder shall 
be borne by the holders of the Common Shares so registered pro rata on the 
basis of the number of shares so registered.  For purposes of this Section 
17, (i) "REGISTRATION EXPENSES" shall mean all expenses incurred by the 
Company in complying with this Section 17, including, without limitation, all 
registration and filing fees, printing expenses, fees and disbursements of 
counsel for the Company, reasonable fees and disbursements of a single 
special counsel for the Warrantholder and all other holders of Common Shares 
to be registered, blue sky fees and expenses, and the expense of any special 
audits incident to or required by any such registration (but excluding the 
compensation of the Company's regular employees which shall be paid in any 
event by the Company) and (ii) "SELLING EXPENSES" shall mean all underwriting 
discounts and selling commissions applicable to the sale.

           (g)    In the case of each registration, qualification or 
compliance effected by the Company pursuant to this Section 17, the Company 
will keep the Warrantholder advised in writing as to the qualification and 
compliance and as to the completion thereof.  At its expense the Company will:

                                      A-7
<PAGE>

                  (i)     Keep such registration, qualification or compliance
fefective for a period of 120 days or until the Warrantholder has completed the
distribution described in the Registration Statement relating thereto, whichever
first occurs; 

                  (ii)    Prepare and file with the SEC such amendments and 
supplements to such Registration Statement and the prospectus used in 
connection therewith as may be necessary to keep such Registration Statement 
effective for the requisite period; 

                  (iii)   Furnish such number of prospectuses and other 
documents incident thereto as the Warrantholder from time to time may 
reasonably request;

                  (iv)    Use its reasonable efforts to register or qualify 
such Warrant Shares under the securities or blue sky laws of such 
jurisdictions as the Warrantholder reasonably requests and do any and all 
other acts and things which may be reasonably necessary or advisable to 
enable the Warrantholder to consummate the disposition in such jurisdictions 
of the Warrant Shares owned by the Warrantholder (PROVIDED that the Company 
will not be required to (A) qualify generally to do business in any 
jurisdiction where it would not otherwise be required to qualify but for this 
Section 17, (B) subject itself to taxation in any such jurisdiction, (C) 
consent to general service of process in any such jurisdiction, or (D) 
qualify such Warrant Shares in a given jurisdiction where, in the sole 
discretion of the Company, expressions of investment interest are not 
sufficient in such jurisdiction to reasonably justify the expense of 
qualification in that jurisdiction or where such qualification would require 
the Company to register as a broker or dealer in such jurisdiction);

                  (v)     Notify the Warrantholder at any time when a 
prospectus relating thereto is required to be delivered under the Securities 
Act, of the happening of any event known to the Company as a result of which 
the prospectus included in such Registration Statement contains an untrue 
statement of a material fact or omits any material fact necessary to make the 
statements therein not misleading, and in such event, at the request of the 
Warrantholder, the Company will prepare a supplement or amendment to such 
prospectus so that, as thereafter delivered to the purchasers of such Warrant 
Shares, such prospectus will not contain an untrue statement of a material 
fact or omit to state any material fact necessary to make the statements 
therein not misleading;

                  (vi)    Cause all such Warrant Shares to be listed on each 
securities exchange on which similar securities issued by the Company are 
then listed and qualify such Warrant Shares for trading on each system on 
which similar securities issued by the Company are from time to time 
qualified;

                  (vii)   Provide a transfer agent and registrar for all such 
Warrant Shares not later than the effective date of such Registration 
Statement and thereafter maintain such a transfer agent and registrar;

                  (viii)  Permit the Warrantholder, if in the Company's sole 
and exclusive judgment, such holder might be deemed to be an underwriter or a 
controlling person of the Company, to participate in the preparation of such 
Registration Statement and to require the insertion therein of material, 
furnished to the Company in writing, which in the reasonable judgment of such 
holder and his counsel should be included; and

                                      A-8
<PAGE>

                  (ix)    In the event of the issuance of any stop order 
suspending the effectiveness of a Registration Statement, or of any order 
suspending or preventing the use of any related prospectus or suspending the 
qualification of any common stock included in such Registration Statement for 
sale in any jurisdiction, the Company will use its reasonable efforts 
promptly to obtain the withdrawal of such order.  
           
           (h)    The Warrantholder agrees that, upon receipt of any notice 
from the Company of the happening of any event of the kind described in 
Sections 17(g)(v) or (ix), such holder will forthwith discontinue disposition 
of Warrant Shares pursuant to a registration hereunder until receipt of the 
copies of an appropriate supplement or amendment to the prospectus under 
Section 17(g)(ii) or until the withdrawal of such order under Section 
17(g)(ix).

           (i)    No person may participate in any underwritten registration 
hereunder unless such person (i) agrees to sell such person's Common Shares 
on the basis provided in any underwriting arrangements approved by the 
persons entitled to approve such arrangements, (ii) completes and executes 
all questionnaires, powers of attorney, indemnities, underwriting agreements 
and other documents required under the terms of such underwriting 
arrangements and (iii) furnishes to the Company such information regarding 
such person and the distribution proposed by such person as the Company may 
request in writing and as shall be required in connection with any 
registration, qualification or compliance referred to in this Section 17.

           (j)    The Company agrees to indemnify, to the extent permitted by 
law, the Warrantholder, its officers, directors and trustees and each person 
who controls (within the meaning of the Securities Act) such holder against 
all losses, claims, damages, liabilities and expenses caused by any untrue or 
alleged untrue statement of material fact contained in any Registration 
Statement, prospectus or preliminary prospectus or any amendment thereof or 
supplement thereto or any omission or alleged omission of a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading, except insofar as the same are caused by or contained in any 
information furnished in writing to the Company by such holder expressly for 
use therein or by such holder's failure to deliver a copy of the Registration 
Statement or prospectus or any amendments or supplements thereto after the 
Company has furnished such holder with a sufficient number of copies of the 
same.  In connection with an underwritten offering, the Company will 
indemnify such underwriters, their officers and directors and each person who 
controls (within the meaning of the Securities Act) such underwriters at 
least to the same extent as provided above with respect to the 
indemnification of the Warrantholder.

           (k)    In connection with any Registration Statement in which 
Warrantholder is participating, such Warrantholder will furnish to the 
Company in writing such information as the Company reasonably requests for 
use in connection with any such Registration Statement or prospectus and, to 
the extent permitted by law, will indemnify the Company, its directors and 
officers and each person who controls (within the meaning of the Securities 
Act) the Company against any losses, claims, damages, liabilities and 
expenses resulting from any untrue or alleged untrue statement of material 
fact contained in the Registration Statement, prospectus or preliminary 
prospectus or any amendment thereof or supplement thereto or any omission or 
alleged omission of a material fact required to be stated therein or 
necessary to make the statements therein not misleading, but only to the 
extent that such untrue statement or omission is contained in any information 
so furnished in writing by such Holder; PROVIDED that the obligation to 
indemnify will be limited to the net amount of proceeds received by such 
holder from the sale of Warrant Shares pursuant to such Registration 
Statement.  In connection with an underwritten offering, such holder will 
indemnify such underwriters, their officers and directors and each 

                                      A-9
<PAGE>

person who controls (within the meaning of the Securities Act) such 
underwriters at least to the same extent as provided above with respect to 
the indemnification of the Company.
           
           (l)    Any person entitled to indemnification hereunder will (i) 
give prompt written notice to the indemnifying party of any claim with 
respect to which it seeks indemnification and (ii) unless in such indemnified 
party's reasonable judgment a conflict of interest between such indemnified 
and indemnifying parties may exist with respect to such claim, permit such 
indemnifying party to assume the defense of such claim with counsel 
reasonably satisfactory to the indemnified party. If such defense is assumed, 
the indemnifying party will not be subject to any liability for any 
settlement made by the indemnified party without its consent (but such 
consent will not be unreasonably withheld). An indemnifying party who is not 
entitled to, or elects not to, assume the defense of a claim will not be 
obligated to pay the fees and expenses of more than one counsel for all 
parties indemnified by such indemnifying party with respect to such claim, 
unless in the reasonable judgment of any indemnified party a conflict of 
interest may exist between such indemnified party and any other of such 
indemnified parties with respect to such claim.

           (m)    The indemnification provided for under this Section 17 will 
remain in full force and effect regardless of any investigation made by or on 
behalf of the indemnified party or any officer, director or controlling 
person of such indemnified party and will survive the transfer of securities. 
The Company also agrees to make such provisions, as are reasonably requested 
by any indemnified party, for contribution to such party in the event the 
Company's indemnification is unavailable for any reason.  The Warrantholder 
also agrees to make such provisions, as are reasonably requested by any 
indemnified party, for contribution to such party in the event such holder's 
indemnification is unavailable for any reason.

           (n)    The provisions of this Section 17 shall apply until such 
time as all Warrant Shares that have not been resold to the public may be 
resold pursuant to Rule 144 under the Securities Act within a three month 
period.

     SECTION 18.  CERTAIN REPRESENTATIONS.

           The Warrantholder, by his acceptance of this Warrant Certificate, 
as evidenced by delivery of the Warrant Certificate to the Warrantholder, has 
made the following representations to the Company and agreed as follows:

           The Warrantholder is a director of the Company and understands
     that, in connection with complying with California law, the Company
     (i) may issue Warrants to no more than thirty-five (35) purchasers in
     connection with an offering of such Warrants, excluding executive
     officers and directors of the Company and certain other persons as
     provided under California law, (ii) the Warrantholder is not included
     in the foregoing thirty-five (35) purchaser number, and (iii) the
     Company, in compliance with California law, is granting the Warrants
     pursuant to this Warrant Certificate in part in reliance on
     Warrantholder's representations made herein.

                                     A-10
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to 
be duly executed.

                              INSIGHT HEALTH SERVICES CORP.

Attest:

                                 By:
----------------------------        ---------------------------------
     Tammy M. Morita                 Thomas V. Croal
     Assistant Secretary             Executive Vice President 
                                     and Chief Financial Officer










                                     A-11