<PAGE>

                     SECOND AMENDMENT TO CREDIT AGREEMENT
                                      AND 
                                  ASSIGNMENT


     THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT (this 
"AMENDMENT"), dated as of December 19, 1997, is by and among InSight Health 
Services Corp. (the "BORROWER"), the subsidiaries of the Borrower identified 
on the signature pages hereto (the "GUARANTORS"), the lenders identified on 
the signature pages hereto as Existing Lenders (the "EXISTING LENDERS"; such 
term shall include NationsBank, N.A. as it may be referred to hereunder as 
the "ASSIGNING EXISTING LENDER"), the Persons identified as New Lenders on 
the signature pages hereto (the "NEW LENDERS", and together with the Existing 
Lenders, the "LENDERS") and NationsBank, N.A., as agent for the Lenders (in 
such capacity, the "AGENT"). Capitalized terms used herein which are not 
defined herein and which are defined in the Credit Agreement shall have the 
same meanings as therein defined.

                              W I T N E S S E T H

     WHEREAS, the Borrower, the Guarantors, the Existing Lenders and the 
Agent have entered into that certain Credit Agreement dated as of October 14, 
1997, as amended, (the "EXISTING CREDIT AGREEMENT").

     WHEREAS, the parties to the Existing Credit Agreement have agreed to 
amend the Existing Credit Agreement to affect the increase in the Acquisition 
Loan Committed Amount and the Tranche B Term Loan Committed Amount pursuant 
to Section 3.4(b) of the Existing Credit Agreement (as amended hereby) as set 
forth herein.

     WHEREAS, the parties to the Existing Credit Agreement and the New 
Lenders have agreed that the New Lenders shall become parties to the Existing 
Credit Agreement (as amended hereby) by way of assignment by the Assigning 
Existing Lender of certain percentages of its Commitments.

     NOW, THEREFORE, in consideration of the agreements hereinafter set 
forth, and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto agree as 
follows:

                                    PART 1
                                  DEFINITIONS

     SUBPART 1.1  CERTAIN DEFINITIONS.  Unless otherwise defined herein or 
the context otherwise requires, the following terms used in this Amendment, 
including its preamble and recitals, have the following meanings:

          "AMENDED CREDIT AGREEMENT" means the Existing Credit Agreement as
     amended hereby.


<PAGE>

          "AMENDMENT NO. 2 EFFECTIVE DATE" is defined in SUBPART 3.1.

     SUBPART 1.2  OTHER DEFINITIONS.  Unless otherwise defined herein or the 
context otherwise requires, terms used in this Amendment, including its 
preamble and recitals, have the meanings provided in the Amended Credit 
Agreement.

                                    PART 2
                    AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Amendment No. 2 
Effective Date, the Existing Credit Agreement is hereby amended in accordance 
with this PART 2. Except as so amended, the Existing Credit Agreement and 
all other Credit Documents shall continue in full force and effect.

     SUBPART 2.1  AMENDMENTS TO SECTION 1.1. The following definition is 
     hereby amended in its entirety to read as follows:

          "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period, cash 
     interest expense (including the amortization of debt discount and 
     premium, the interest component under Capital Leases and the implied 
     interest component under Synthetic Leases) of the Consolidated Parties 
     on a consolidated basis for such period, as determined in accordance 
     with GAAP; provided, however, that, notwithstanding anything to the 
     contrary set forth in this Credit Agreement, (i) for any calculation as 
     of the fiscal quarter ending March 31, 1998 for the twelve-month period 
     then ended, Consolidated Cash Interest Expense shall be determined based 
     on Consolidated Cash Interest Expense for the one-quarter period then 
     ended multiplied by 4, (ii) for any calculation as of the fiscal quarter 
     ending June 30, 1998 for the twelve-month period then ended, 
     Consolidated Cash Interest Expense shall be determined based on 
     Consolidated Cash Interest Expense for the two-quarter period then ended 
     multiplied by 2 and (iii) for any calculation as of the fiscal quarter 
     ending September 30, 1998 for the twelve-month period then ended, 
     Consolidated Cash Interest Expense shall be determined based on 
     Consolidated Cash Interest Expense for the three-quarter period then 
     ended multiplied by 1.33.

          "CONSOLIDATED INTEREST EXPENSE" means, for any period, interest 
     expense (including the amortization of debt discount and premium, the 
     interest component under Capital Leases and the implied interest 
     component under Synthetic Leases) of the Consolidated Parties on a 
     consolidated basis for such period, as determined in accordance with 
     GAAP; provided, however, that, notwithstanding anything to the contrary 
     set forth in this Credit Agreement, (i) for any calculation as of the 
     fiscal quarter ending March 31, 1998 for the twelve-month period then 
     ended, Consolidated Interest Expense shall be determined based on 
     Consolidated Interest Expense for the one-quarter period then ended 
     multiplied by 4, (ii) for any calculation as of the fiscal quarter 
     ending June 30, 1998 for the twelve-month period then ended, 
     Consolidated Interest Expense shall be determined based on Consolidated 
     Interest Expense for the two-quarter period then ended multiplied 


                                      -2-

<PAGE>

     by 2 and (iii) for any calculation as of the fiscal quarter ending 
     September 30, 1998 for the twelve-month period then ended, Consolidated 
     Interest Expense shall be determined based on Consolidated Interest 
     Expense for the three-quarter period then ended multiplied by 1.33.

          "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a 
     Lender; (iii) any Approved Fund; and (iv) any other Person approved by 
     the Agent and, unless an Event of Default has occurred and is continuing 
     at the time any assignment is effected in accordance with Section 11.3, 
     the Borrower (such approval not to be unreasonably withheld or delayed 
     by the Borrower and such approval to be deemed given by the Borrower if 
     no objection is received by the assigning Lender and the Agent from the 
     Borrower within five Business Days after notice of such proposed 
     assignment has been provided by the assigning Lender to the Borrower); 
     PROVIDED, HOWEVER, that neither the Borrower nor an Affiliate of the 
     Borrower shall qualify as an Eligible Assignee. For the purposes of 
     this definition, "Approved Fund" shall mean, with respect to any Lender 
     that is a fund that invests in bank loans, any other fund that invests 
     in bank loans which is managed or advised by the same investment advisor 
     as such Lender or by an Affiliate of such investment advisor.

          "MATURITY DATE" means (i) as to the Revolving Loans and Letters of 
     Credit (and the related LOC Obligations) October 14, 2002, (ii) as to 
     the Tranche A Term Loan, September 30, 2002, (iii) as to the Acquisition 
     Loans, September 30, 2003 and (iv) as to the Tranche B Term Loan, 
     September 30, 2004.

     SUBPART 2.2  AMENDMENT TO SECTION 2.3.  Section 2.3(a) of the Existing 
     Credit Agreement is amended in its entirety to read as follows:

          (a)  ACQUISITION LOAN COMMITMENT.  Subject to the terms and 
     conditions hereof and in reliance upon the representations and 
     warranties set forth herein, each Lender severally agrees to make 
     available to the Borrower such Lender's Acquisition Loan Commitment 
     Percentage of revolving credit loans requested by the Borrower in 
     Dollars ("ACQUISITION LOANS") from time to time from the Effective Date 
     until October 14, 1999, or such earlier date as the Acquisition Loan 
     Commitments shall have been terminated as provided herein for the 
     purpose of financing the purchase price of, and fees and expenses in 
     connection with, Permitted Acquisitions and Permitted Capital 
     Expenditures; PROVIDED, HOWEVER, that the sum of the aggregate principal 
     amount of outstanding Acquisition Loans shall not exceed SIXTY-FIVE 
     MILLION DOLLARS ($65,000,000) (as such aggregate maximum amount may be 
     reduced or increased from time to time as provided in Section 3.4, the 
     "ACQUISITION LOAN COMMITTED AMOUNT"); PROVIDED, FURTHER, (A) with regard 
     to each Lender individually, such Lender's outstanding Acquisition Loans 
     shall not exceed such Lender's Acquisition Loan Commitment Percentage of 
     the Acquisition Loan Committed Amount, and (B) the aggregate principal 
     amount of outstanding Acquisition Loans shall not exceed the Acquisition 
     Loan Committed Amount.  Acquisition Loans may consist of Base Rate Loans 
     or Eurodollar Loans, or a combination thereof, as the Borrower may 
     request; PROVIDED, HOWEVER, that no more than 16 Eurodollar Loans shall 
     be outstanding hereunder 


                                      -3-

<PAGE>

     at any time.  For purposes hereof, Eurodollar Loans with different 
     Interest Periods shall be considered as separate Eurodollar Loans, even 
     if they begin on the same date, although borrowings, extensions and 
     conversions may, in accordance with the provisions hereof, be combined 
     at the end of existing Interest Periods to constitute a new Eurodollar 
     Loan with a single Interest Period. Acquisition Loans, other than any 
     term portion of the Acquisition Loans, hereunder may be repaid and 
     reborrowed in accordance with the provisions hereof.

     SUBPART 2.3.  AMENDMENT TO SECTION 2.4(d).  Section 2.5(d) of the 
     Existing Credit Agreement is amended as follows:

          (d)  REPAYMENT OF TRANCHE A TERM LOAN.  The principal amount of the 
     Tranche A Term Loan shall be repaid in nineteen (19) consecutive 
     quarterly installments as follows, unless accelerated sooner pursuant to 
     Section 9.2:

                               * * * * * * * * 

     SUBPART 2.4.  AMENDMENT TO SECTION 2.5(a).  Section 2.5(a) of the 
Existing Credit Agreement is amended in its entirety to read as follows:

          (a)  TRANCHE B TERM COMMITMENT. Subject to the terms and conditions 
     hereof and in reliance upon the representations and warranties set forth 
     herein, each Lender severally agrees to make available to the Borrower 
     on the Effective Date such Lender's Tranche B Term Loan Commitment 
     Percentage of a term loan in Dollars (the "TRANCHE B TERM LOAN") in the 
     aggregate principal amount of FORTY MILLION DOLLARS ($40,000,000) (the 
     "TRANCHE B TERM LOAN COMMITTED AMOUNT") for the purposes hereinafter set 
     forth.  The Tranche B Term Loan may consist of Base Rate Loans or 
     Eurodollar Loans, or a combination thereof, as the Borrower may request; 
     PROVIDED, HOWEVER, that no more than 16 Eurodollar Loans shall be 
     outstanding hereunder at any time. For purposes hereof, Eurodollar Loans 
     with different Interest Periods shall be considered as separate 
     Eurodollar Loans, even if they begin on the same date, although 
     borrowings, extensions and conversions may, in accordance with the 
     provisions hereof, be combined at the end of existing Interest Periods 
     to constitute a new Eurodollar Loan with a single Interest Period. 
     Amounts repaid on the Tranche B Term Loan may not be reborrowed.

     SUBPART 2.5.  AMENDMENT TO SECTION 2.5(d).  Section 2.5(d) of the Existing
Credit Agreement is amended in its entirety to read as follows:

          (d)  REPAYMENT OF TRANCHE B TERM LOAN.  The principal amount of the 
     Tranche B Term Loan shall be repaid in twenty-seven (27) consecutive 
     quarterly installments as follows, unless accelerated sooner pursuant to 
     Section 9.2:


                                      -4-

<PAGE>

<TABLE>
<CAPTION>
                                                        TRANCHE B TERM
             PRINCIPAL AMORTIZATION                     LOAN PRINCIPAL
                  PAYMENT DATES                          AMORTIZATION
                                                            PAYMENT
          -----------------------------                 --------------
          <S>                                            <C>
          March 31, 1998, June 30, 1998                    $333,333.33
            and September 30, 1998

          December 31, 1998, March 31,                     $250,000.00
          1999, June 30, 1999, September 
           30, 1999, December 31, 1999,
          March 31, 2000, June 30, 2000, 
          September 30, 2000, December 
          31, 2000, March 31, 2001, June
           30, 2001, September 30, 2001, 
          December 31, 2001, March 31, 
            2002, June 30, 2002 and
              September 30, 2002

          December 31, 2002, March 31,                   $3,750,000.00
            2003, June 30, 2003 and 
              September 30, 2003

          December 31, 2003, March 31,                   $5,000,000.00
            2004, June 30, 2004 and 
              September 30, 2004

</TABLE>

     SUBPART 2.6.  AMENDMENT TO SECTION 3.4(b).  Section 3.4(b) of the 
Existing Credit Agreement is amended in its entirety to read as follows:

          (b)  INCREASE IN ACQUISITION LOAN COMMITMENTS/TRANCHE B TERM LOAN 
     COMMITMENTS. The Borrower shall have the right upon at least fifteen 
     (15) Business Days' prior written notice to the Agent to increase the 
     Acquisition Loan Committed Amount and/or the Tranche B Term Loan 
     Committed Amount by an aggregate amount up to $25,000,000, in a single 
     increase, at any time on or after the Effective Date, SUBJECT, HOWEVER, 
     in any such case, to satisfaction of the following conditions precedent:

               (A)  no Default or Event of Default has occurred and is 
          continuing on the date on which such Acquisition Loan Committed 
          Amount and/or Tranche B Term Loan Committed Amount increase is to 
          become effective;

               (B)  the representations and warranties set forth in Section 6 
          of this Credit Agreement shall be true and correct in all material 
          respects on and as of the date on which such Acquisition Loan 
          Committed Amount and/or Tranche B Term Loan Committed Amount 
          increase is to become effective;


                                      -5-

<PAGE>

               (C)  on or before the date on which such Acquisition Loan 
          Committed Amount and/or Tranche B Term Loan Committed Amount 
          increase is to become effective, the Agent shall have received, for 
          its own account, the mutually acceptable fees and expenses required 
          by separate agreement of the Borrower and the Agent to be paid in 
          connection with such increase;

               (D)  such Acquisition Loan Committed Amount and/or Tranche B 
          Term Loan Committed Amount increase shall be an integral multiple 
          of $1,000,000 and shall in no event be less than $5,000,000; and

               (E)  such requested Commitment increase shall be effective on 
          such date only to the extent that, on or before such date, (a) the 
          Agent shall have received and accepted a corresponding amount of 
          Additional Commitment(s) pursuant to a commitment letter(s) 
          acceptable to the Agent from one or more Lenders acceptable to the 
          Agent and, with respect to any Lender that is not at such time a 
          Lender hereunder, the Borrower and (B) each such Lender has 
          executed an agreement in the form of EXHIBIT 3.4(b) hereto (each 
          such agreement a "NEW COMMITMENT AGREEMENT"), accepted in writing 
          therein by the Agent and, with respect to any Lender that is not at 
          such time a Lender hereunder, the Borrower, with respect to the 
          Additional Commitment of such Lender.

     SUBPART 2.7.  AMENDMENT TO SECTION 3.11(d).  Section 3.11(d) of the
Existing Credit Agreement is amended in its entirety to read as follows:

          (d)  Each Lender organized under the laws of a jurisdiction outside 
     the United States, on or prior to the date of its execution and delivery 
     of this Credit Agreement in the case of each Lender listed on the 
     signature pages hereof and on or prior to the date on which it becomes a 
     Lender in the case of each other Lender, and from time to time 
     thereafter if requested in writing by the Borrower or the Agent (but 
     only so long as such Lender remains lawfully able to do so), shall 
     provide the Borrower and the Agent with (i) Internal Revenue Service 
     Form 1001 or 4224, as appropriate, or any successor form prescribed by 
     the Internal Revenue Service, certifying that such Lender is entitled to 
     benefits under an income tax treaty to which the United States is a 
     party which reduces the rate of withholding tax on payments of interest 
     or certifying that the income receivable pursuant to this Credit 
     Agreement is effectively connected with the conduct of a trade or 
     business in the United States, (ii) Internal Revenue Service Form W-8 or 
     W-9, as appropriate, or any successor form prescribed by the Internal 
     Revenue Service, and/or (iii) any other form or certificate required by 
     any taxing authority (including any certificate required by Sections 
     871(h) and 881(c) of the Internal Revenue Code), certifying that such 
     Lender is entitled to an exemption from or a reduced rate of tax on 
     payments pursuant to this Credit Agreement or any of the other Credit 
     Documents.


                                      -6-

<PAGE>

     SUBPART 2.8.  AMENDMENT TO SECTION 7.16(b).  Section 7.16(b) of the
Existing Credit Agreement is amended in its entirety to read as follows:

          (b)  On or before January 31,1998, the Credit Parties shall deliver 
     to the Agent (i) evidence satisfactory to the Agent that the good 
     standing status of each Subsidiary identified in SCHEDULE 6.13 as not 
     being in good standing in any listed jurisdiction has been reinstated to 
     good standing status in each such jurisdiction and (ii) evidence 
     satisfactory to the Agent that each Subsidiary identified in SCHEDULE 
     6.13 as having incomplete tax data available for any listed jurisdiction 
     is in good tax standing in each such jurisdiction.

     SUBPART 2.9.  AMENDMENT TO SECTION 9.2.  Section 9.2 of the Existing 
Credit Agreement is amended in its entirety to read as follows:

     9.2  ACCELERATION; REMEDIES.

     Upon the occurrence of an Event of Default, and at any time thereafter 
unless and until such Event of Default has been waived by the requisite 
Lenders (pursuant to the voting requirements of Section 11.6) or cured to the 
satisfaction of the requisite Lenders (pursuant to the voting procedures in 
Section 11.6), the Agent shall, upon the request and direction of the 
Required Lenders, by written notice to the Credit Parties take any of the 
following actions:

          (a)  TERMINATION OF COMMITMENTS.  Declare the Commitments 
     terminated whereupon the Commitments shall be immediately terminated.

          (b)  ACCELERATION.  Declare the unpaid principal of and any accrued 
     interest in respect of all Loans, any reimbursement obligations arising 
     from drawings under Letters of Credit and any and all other indebtedness 
     or obligations of any and every kind owing by the Borrower to the Agent 
     and/or any of the Lenders hereunder to be due whereupon the same shall 
     be immediately due and payable without presentment, demand, protest or 
     other notice of any kind, all of which are hereby waived by the Borrower.

          (c)  CASH COLLATERAL.  Direct the Borrower to pay (and the Borrower 
     agrees that upon receipt of such notice, or upon the occurrence of an 
     Event of Default under Section 9.1(e), it will immediately pay) to the 
     Agent additional cash, to be held by the Agent, for the benefit of the 
     Lenders, in a cash collateral account as additional security for the LOC 
     Obligations in respect of subsequent drawings under all then outstanding 
     Letters of Credit in an amount equal to the maximum aggregate amount 
     which may be drawn under all Letters of Credits then outstanding.

          (d)  ENFORCEMENT OF RIGHTS.  Enforce any and all rights and 
     interests created and existing under the Credit Documents including, 
     without limitation, all rights and remedies existing under the 
     Collateral Documents, all rights and remedies against a Guarantor and 
     all rights of set-off.


                                      -7-

<PAGE>

     Notwithstanding the foregoing, if an Event of Default specified in 
Section 9.1(e) shall occur, then the Commitments shall automatically 
terminate and all Loans, all reimbursement obligations arising from drawings 
under Letters of Credit, all accrued interest in respect thereof, all accrued 
and unpaid Fees and other indebtedness or obligations owing to the Agent 
and/or any of the Lenders hereunder automatically shall immediately become 
due and payable without the giving of any notice or other action by the Agent 
or the Lenders.

     SUBPART 2.10.  AMENDMENT TO SECTION 11.3(b)(ii).  Section 11.3(b)(ii) of 
the Existing Credit Agreement is amended in its entirety to read as follows:

               (ii) except in the case of an assignment to another Lender or 
          an Approved Fund (as referred to in the definition of "Eligible 
          Assignee") or an assignment of all of a Lender's rights and 
          obligations under this Credit Agreement, any such partial 
          assignment shall be in an amount at least equal to $5,000,000 (or, 
          if less, the remaining amount of the Commitment being assigned by 
          such Lender) or an integral multiple of $1,000,000 in excess 
          thereof;

     SUBPART 2.11.  AMENDMENT TO SECTION 11.3(b)(iv).  Section 11.3(b)(iv) of 
the Existing Credit Agreement is amended in its entirety to read as follows:

               (iv) the parties to such assignment shall execute and deliver 
          to the Agent for its acceptance an Assignment and Acceptance in the 
          form of Exhibit 11.3(b) hereto, together with any Note subject to 
          such assignment and a processing fee of $3,500; provided that no 
          such fee shall be payable in the case of an assignment by a Lender 
          to (A) an Affiliate of such Lender or (B) an Approved Fund (as 
          referred to in the definition of "Eligible Assignee") which is an 
          Affiliate of such Lender.

     SUBPART 2.12  SCHEDULE 2.1(a).  SCHEDULE 2.1(a) of the Existing Credit 
Agreement is hereby deleted in its entirety and a new schedule in the form of 
SCHEDULE 2.1(a) attached hereto is substituted therefor. 

     SUBPART 2.13  SCHEDULE 6.13.  SCHEDULE 6.13 of the Existing Credit 
Agreement is hereby deleted in its entirety and a new schedule in the form of 
SCHEDULE 6.13 attached hereto is substituted therefor. 

                                    PART 3
                         CONDITIONS TO EFFECTIVENESS

     SUBPART 3.1  AMENDMENT NO. 2 EFFECTIVE DATE.  This Amendment shall be 
and become effective as of the date hereof (the "AMENDMENT NO. 2 EFFECTIVE 
DATE") when all of the conditions set forth in this PART 3 shall have been 
satisfied, and thereafter this Amendment shall be known, and may be referred 
to, as "AMENDMENT NO. 2."


                                      -8-

<PAGE>

     SUBPART 3.2  EXECUTION OF COUNTERPARTS OF AMENDMENT.  The Agent shall 
have received counterparts (or other evidence of execution, including 
telephonic message, satisfactory to the Agent) of this Amendment, which 
collectively shall have been duly executed on behalf of each of the Borrower, 
the Guarantors and the Lenders.

     SUBPART 3.3  OTHER ITEMS.  The Agent shall have received such other 
documents, agreements or information which may be reasonably requested by the 
Agent.

                                    PART 4
                          ASSIGNMENTS AND ASSUMPTIONS

     The Assigning Existing Lender hereby sells and assigns, without 
recourse, to the New Lenders, and the New Lenders hereby purchase and assume, 
without recourse, from the Assigning Existing Lender, effective as of the 
Amendment No. 2 Effective Date, such interests in the Assigning Existing 
Lender's rights and obligations under the Existing Credit Agreement 
(including, without limitation, the Commitments of the Assigning Existing 
Lender on the Amendment No. 2 Effective Date and the Revolving Loans and LOC 
Obligations, the Acquisition Loans, the portions of the Tranche A Term Loan 
and the portions of the Tranche B Term Loan owing to the Assigning Existing 
Lender which are outstanding on the Amendment No. 2 Effective Date) as shall 
be necessary in order to give effect to the reallocations of the Revolving 
Committed Amounts and Revolving Commitment Percentages, the Tranche A Term 
Loan Committed Amounts and Tranche A Term Loan Commitment Percentages and the 
Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment 
Percentages effected by the amendment to Schedule 2.1(a) to the Existing 
Credit Agreement pursuant to SUBPART 2.6.  From and after the Amendment No. 2 
Effective Date (i) each of the New Lenders shall be a party to and be bound 
by the provisions of the Existing Credit Agreement (as amended hereby) and, 
to the extent of the interests assigned hereby, have the rights and 
obligations of a Lender thereunder and under the other Credit Documents and 
(ii) the Assigning Existing Lender shall, to the extent of the interests 
assigned hereby, relinquish its rights and be released from its obligations 
under the Existing Credit Agreement.  The Assigning Existing Lender (i) 
represents and warrants that it is the legal and beneficial owner of the 
interest being assigned by it hereunder and that such interest is free and 
clear of any adverse claim; (ii) makes no representation or warranty and 
assumes no responsibility with respect to any statements, warranties or 
representations made in or in connection with the Credit Documents or the 
execution, legality, validity, enforceability, genuineness, sufficiency or 
value of the Credit Documents or any other instrument or document furnished 
pursuant thereto; and (iii) makes no representation or warranty and assumes 
no responsibility with respect to the financial condition of any Credit Party 
or the performance or observance by any Credit Party of any of its 
obligations under the Credit Documents or any other instrument or document 
furnished pursuant thereto.  Each New Lender (i) confirms that it has 
received a copy of the Existing Credit Agreement (as amended hereby) together 
with copies of the financial statements referred to in Section 7.1 thereof 
and such other documents and information as it has deemed appropriate to make 
its own credit analysis and decision to enter into this Amendment; (ii) 
agrees that it will, independently and without reliance upon the Agent, the 
Assigning Existing Lender or any other Lender and based on such documents and 
information as it shall deem appropriate at the time, continue to make its 
own credit decisions in 


                                      -9-

<PAGE>

taking or not taking action under the Amended Credit Agreement; (iii) 
confirms that it is an Eligible Lender; (iv) appoints and authorizes the 
Agent to take such action as agent on its behalf and to exercise such powers 
and discretion under the Credit Agreement as are delegated to the Agent by 
the terms thereof, together with such powers and discretion as are reasonably 
incidental thereto; (v) agrees that it will perform in accordance with their 
terms all of the obligations that by the terms of the Amended Credit 
Agreement are required to be performed by it as a Lender; and (vi) attaches 
any U.S. Internal Revenue Service or other forms required under Section 3.11 
of the Amended Credit Agreement.

                                    PART 5
                                 MISCELLANEOUS

     SUBPART 5.1  REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents 
and warrants to the Agent and the Lenders that, after giving effect to this 
Amendment, (a) no Default or Event of Default exists under the Credit 
Agreement or any of the other Credit Documents and (b) the representations 
and warranties set forth in Section 6 of the Existing Credit Agreement are, 
subject to the limitations set forth therein, true and correct in all 
material respects as of the date hereof (except for those which expressly 
relate to an earlier date).

     SUBPART 5.2  REAFFIRMATION OF CREDIT PARTY OBLIGATIONS.  Each Credit 
Party hereby ratifies the Credit Agreement  acknowledges and reaffirms (i) 
that it is bound by all terms of the Credit Agreement and (ii) that it is 
responsible for the observance and full performance of the Credit Party 
Obligations.

     SUBPART 5.3  CROSS-REFERENCES.  References in this Amendment to any Part 
or Subpart are, unless otherwise specified, to such Part or Subpart of this 
Amendment.

     SUBPART 5.4  INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT.  This 
Amendment is a Credit Document executed pursuant to the Existing Credit 
Agreement and shall (unless otherwise expressly indicated therein) be 
construed, administered and applied in accordance with the terms and 
provisions of the Existing Credit Agreement.

     SUBPART 5.5  REFERENCES IN OTHER CREDIT DOCUMENTS.  At such time as this 
Amendment No. 2 shall become effective pursuant to the terms of SUBPART 3.1, 
all references in the Credit Documents to the "Credit Agreement" shall be 
deemed to refer to the Credit Agreement as amended by this Amendment No. 2.

     SUBPART 5.6  COUNTERPARTS.  This Amendment may be executed by the 
parties hereto in several counterparts, each of which shall be deemed to be 
an original and all of which shall constitute together but one and the same 
agreement.

     SUBPART 5.7  GOVERNING LAW.  THIS AMENDMENT SHALL BE DEEMED TO BE A 
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE NEW YORK.


                                      -10-

<PAGE>

     SUBPART 5.8 SUCCESSORS AND ASSIGNS.  This Amendment shall be binding 
upon and inure to the benefit of the parties hereto and their respective 
successors and assigns.

        [The remainder of this page has been left blank intentionally.]



                                      -11-

<PAGE>

     IN WITNESS WHEREOF the Borrower, the Guarantors and the Existing Lender 
have caused this Amendment to be duly executed on the date first above 
written.


BORROWER:                       INSIGHT HEALTH SERVICES CORP.


                                By:
                                   -----------------------------------------
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary


GUARANTORS:                     INSIGHT HEALTH CORP.

                                By:
                                   -----------------------------------------
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary


                                RADIOLOGY SERVICES CORP.

                                By:
                                   -----------------------------------------
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary


                                OPEN MRI, INC.

                                By: 
                                   -----------------------------------------
                                   Name: Thomas V. Croal
                                   Title: Executive Vice President,
                                          Chief Financial Officer and Secretary


                                MAXUM HEALTH CORP.

                                By:
                                   ----------------------------------------
                                   Name: Thomas V. Croal
                                   Title: Executive Vice President,
                                          Chief Financial Officer and Secretary

                                  [Signatures Continued]


<PAGE>

                                RADIOSURGERY CENTERS, INC.

                                By:
                                   -----------------------------------------
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary


                                MTS ENTERPRISES, INC.

                                By: 
                                   -----------------------------------------
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary


                                QUEST FINANCIAL SERVICES, INC.

                                By:
                                   -----------------------------------------
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary


                                MAXUM HEALTH SERVICES CORP.

                                By: 
                                   -----------------------------------------
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary


                                DIAGNOSTEMPS, INC.

                                By:
                                   ----------------------------------------- 
                                Name: Thomas V. Croal
                                Title: Executive Vice President,
                                       Chief Financial Officer and Secretary

                               [Signatures Continued]


<PAGE>

                               DIAGNOSTIC SOLUTIONS CORP.

                               By:
                                   -----------------------------------------
                               Name: Thomas V. Croal
                               Title: Executive Vice President,
                                      Chief Financial Officer and Secretary


                               MAXUM HEALTH SERVICES 
                               OF NORTH TEXAS, INC.

                               By:
                                   -----------------------------------------
                               Name: Thomas V. Croal
                               Title: Executive Vice President,
                                      Chief Financial Officer and Secretary


                               MAXUM HEALTH SERVICES
                               OF ARLINGTON, INC.

                               By:
                                   -----------------------------------------
                               Name: Thomas V. Croal
                               Title: Executive Vice President,
                                      Chief Financial Officer and Secretary


                               MAXUM HEALTH SERVICES
                               OF DALLAS, INC.

                               By: 
                                   -----------------------------------------
                               Name: Thomas V. Croal
                               Title: Executive Vice President,
                                      Chief Financial Officer and Secretary


                               NORTH DALLAS DIAGNOSTIC CENTER, INC.

                               By:
                                   -----------------------------------------
                               Name: Thomas V. Croal
                               Title: Executive Vice President,
                                      Chief Financial Officer and Secretary

                               [Signatures Continued]


<PAGE>


     EXISTING LENDERS:         NATIONSBANK, N. A.,
                               individually in its capacity as a
                               Lender and in its capacity as Agent

                               By:
                                  ------------------------------------------
                               Name:                         
                                    ----------------------------------------
                               Title:                        
                                     ---------------------------------------


                                      S-1


<PAGE>


                               AMARA-1 FINANCE LTD.

                               By:   
                                  ------------------------------------------
                               Name:
                               Title:




                                      S-2


<PAGE>

                               STRATA FUNDING LTD.

                               By:                           
                                  ----------------------------------------
                               Name:
                               Title:



                                      S-3


<PAGE>

     IN WITNESS WHEREOF the New Lenders have become a party to the Amended 
Credit Agreement on the date first above written.

NEW LENDERS:

                               BANKBOSTON, N.A.

                               By:  
                                  ---------------------------------------- 
                               Name:
                               Title:



                                      S-4

<PAGE>


                               BANQUE PARIBAS

                               By:
                                  -----------------------------------------
                               Name:
                               Title:




                                      S-5


<PAGE>

                               BHF-BANK AKTIENGESELLSCHAFT

                               By:
                                  -----------------------------------------
                               Name:
                               Title:


                               By:  
                                  -----------------------------------------
                               Name:
                               Title:




                                      S-6
<PAGE>

                         DRESDNER BANK AG, NEW YORK BRANCH AND
                         GRAND CAYMAN BRANCH

                         By: 
                             ----------------------------------
                         Name:
                         Title:



                         By:                           
                             ----------------------------------
                         Name:
                         Title:


                                     S-7
<PAGE>
                         HELLER FINANCIAL, INC.

                         By:                           
                             ----------------------------------
                         Name:
                         Title:


                                     S-8
<PAGE>
                         IMPERIAL BANK, A CALIFORNIA BANKING
                         CORPORATION

                         By:                           
                             ----------------------------------
                         Name:
                         Title:


                                     S-9
<PAGE>

                         UNION BANK OF CALIFORNIA, N.A.

                         By:                           
                             ----------------------------------
                         Name:
                         Title:


                                     S-10
<PAGE>

                         MERRILL LYNCH SENIOR FLOATING RATE
                         FUND, INC.

                         By:                           
                             ----------------------------------
                         Name:
                         Title:


                                     S-11
<PAGE>


                    This page has been intentionally left blank.


                                     S-12
<PAGE>

                         INDOSUEZ CAPITAL FUNDING II, LIMITED
                         BY:  INDOSUEZ CAPITAL LUXEMBOURG, AS
                              COLLATERAL MANAGER

                         By:                           
                             ----------------------------------
                         Name:
                         Title:


                                     S-13
<PAGE>

                         VAN KAMPEN AMERICAN CAPITAL PRIME
                         RATE INCOME TRUST

                         By:                           
                             ----------------------------------
                         Name:
                         Title:


                                     S-14