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                                                                   EXHIBIT 10.39



                   AMENDMENT NUMBER 4 TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT NUMBER 4 TO EMPLOYMENT AGREEMENT, effective as of
February 11, 2002, is by and between Radiologix, Inc., a Delaware corporation
(the "Company"), and Paul M. Jolas ("Jolas").

         WHEREAS, the Company and Jolas entered into an Employment Agreement
dated as of July 31, 1996, which was amended effective January 1, 1999, July 1,
2000, and March 1, 2001 (as amended, the "Employment Agreement"); and

         WHEREAS, the Company and Jolas desire to further amend the Employment
Agreement to reflect an increase in Jolas' base salary and to make certain other
amendments;

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the parties hereby agree as follows:

         1.       Section 3.1 of the Employment Agreement is hereby deleted in
its entirety and replaced with the following new Section 3.1:

                  Section 3.1 SALARY. For the performance of Jolas' duties
         hereunder, the Company shall pay Jolas an annual salary of $229,500, in
         equal periodic installments (less required withholdings) no less
         frequently than every two weeks.

         2.       The second sentence of Section 4 of the Employment Agreement
is hereby deleted in its entirety and replaced with the following new second
sentence:

         In addition, notwithstanding the provisions of Section 5.2(b), if the
         Company terminates Jolas' employment hereunder at any time following a
         Change of Control, then immediately upon such termination of
         employment, the Company shall pay Jolas, in addition to the amounts
         required under Section 5.2(a), a lump sum severance payment in an
         amount equal to the sum of (i) the product of Jolas' then current
         annual salary for one year multiplied by two plus (ii) the product of
         Jolas' most recent annual bonus payment received for the fiscal year
         immediately preceding the Change of Control multiplied by two. In
         addition, the Company shall continue to provide Jolas with the benefits
         described in Section 3.4 until the earlier of (i) the two-year
         anniversary of the date of Jolas' termination of employment and (ii)
         the date on which Jolas obtains substantially equivalent benefits from
         another party.

         3.       Section 5.2(b) of the Employment Agreement is hereby deleted
in its entirety and replaced with
the following new Section 3.1:

                  (b) In addition, if Jolas' employment is terminated under
         Sections 5.1(b), (d) or (e), then the Company shall also pay Jolas,
         immediately upon such termination of employment, a lump sum severance
         payment in an amount equal to Jolas' then current annual salary.



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         IN WITNESS WHEREOF, the parties have executed this Amendment Number 4
to Employment Agreement effective as of the date first written above.



                                         RADIOLOGIX, INC.



                                         By:
                                             --------------------------------
                                             Mark L. Wagar
                                             Chairman of the Board and
                                               Chief Executive Officer




                                         JOLAS:



                                         ------------------------------------
                                             Paul M. Jolas



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