**Exhibit4.8**

REGISTRATION RIGHTSAGREEMENT

This RegistrationRights Agreement, is dated as of August 1, 2007, by and among InSight HealthServices Holdings Corp., a Delaware corporation (the “Company”), and theother persons listed on the signature pages hereto and such other stockholdersof the Company as may, from time to time, become parties to this Agreement inaccordance with the provisions hereof (the “Holders”).

The Company hascommenced an exchange offer (the “Offer”) pursuant to which it plans toacquire the entire outstanding aggregate principal amount of 97/8% senior subordinated notes due 2011(the “Notes”) of its wholly owned subsidiary InSight Health ServicesCorp. in exchange for shares of Common Stock of the Company.   In accordance with the terms of the Offer,the Company also agreed to grant certain registration rights with respect tothe Common Stock of the Company to the Holders upon consummation of the Offer,the terms of which are set forth in this Agreement.

1.  Definitions.

As used in thisAgreement, the following capitalized terms shall have the meanings ascribedthereto below (such meanings being equally applicable to both the singular andplural form of the terms defined):

“Agreement”shall mean this Registration Rights Agreement, as the same may from time totime be amended, modified and supplemented in accordance with its terms.

“Business Day”means any day on which commercial banks are required to be open for business inNew York, New York.

“Common Stock”means the Company’s common stock, par value $0.001 per share.

“Person”means an individual, a partnership, a joint venture, a corporation, a limitedliability company, a trust, an unincorporated organization or a government orany department or agency thereof.

“PublicOffering” means the sale in a public offering under the Securities Act ofequity securities of the Company.

“Public Sale”means any underwritten Public Offering or sale of equity securities to thepublic pursuant to a registration statement or through a broker, dealer or to amarket maker pursuant to the provisions of Rule 144 adopted under theSecurities Act.

“RegistrableSecurities” means (i) any Common Stock issued and outstanding, (ii) anyCommon Stock issued or issuable with respect to the securities referred to in clause(i) by way of a stock dividend or stock split or in connection with acombination of shares, recapitalization, merger, consolidation or otherreorganization, and (iii) any other shares of 

 

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Common Stock held byPersons holding securities described in clauses (i) or (ii).  As to any particular Registrable Securities,such securities will cease to be Registrable Securities when they have beensold pursuant to a Public Sale (other than pursuant to the Offer). For purposesof this Agreement, a Person will be deemed to be a Holder of RegistrableSecurities whenever such Person has the right to acquire directly or indirectlysuch Registrable Securities (upon conversion, exchange or exercise inconnection with a transfer of securities or otherwise, but disregarding anyrestrictions or limitations upon the exercise of such right), whether or notsuch acquisition has actually been effected.

“Securities Act”means the Securities Act of 1933, as amended, or any similar federal law thenin force.

“SecuritiesExchange Act” means the Securities Exchange Act of 1934, as amended, or anysimilar federal law then in force.

2.  DemandRegistration.

(a)     Requests for Registration.  If at any time on or after sixty (60) daysfrom the date hereof, the Company shall receive a request (a “Demand Notice”)from any of the Holders (such Holder making the request shall be referred to asthe “Requesting Holder”) that the Company effect the registration underthe Securities Act of all or any portion of the Requesting Holder’s RegistrableSecurities, and specifying the intended method of disposition thereof, then theCompany shall use its best efforts to prepare and cause to be filed with theSecurities and Exchange Commission (the “SEC”), as promptly aspracticable but in no event later than fifty-six (56) days following receipt ofthe Demand Notice, a registration statement on the appropriate form relating toresales by the Requesting Holder of such Registrable Securities (a “DemandRegistration”).  Within ten (10) daysafter receipt of any such request, the Company will give written notice of suchDemand Registration to all other Holders of Registrable Securities.  The Company shall use its reasonable bestefforts to cause the registration statement to become effective under the SecuritiesAct, and for Public Sale of (i) all Registrable Securities for which theRequesting Holder shall have requested registration under this Section 2(a) and(ii) all other Registrable Securities that any Holders with rights to requestregistration under Section 3 (all such Holders, together with the RequestingHolder, the “Participating Holders,” and each individually a “ParticipatingHolder”) have requested the Company to register by request received by theCompany within fifteen (15) days after such Holders have received the Company’snotice of Demand Registration, within sixty (60) days thereafter (including,without limitation, appropriate qualification under applicable blue sky orother state securities laws and appropriate compliance with applicable regulationsissued under the Securities Act and any other governmental requirements orregulations).  The obligations of theCompany under this Section 2(a) are subject to the provisions of Sections 2(b),2(c), 2(d) and 2(e).

(b)     Limitations on Demand Registration.  Each of the Holders shall be entitled to one(1) Demand Registration in accordance with Section 2(a); provided, however,that in no event shall the Company be required to effect more than one (1)Demand 

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Registration hereunderwithin any six-month period; and provided, further that the Company shall notbe obligated to effect a Demand Registration unless (i) the aggregate proceedsexpected to be received from the sale of the Registrable Securities requestedto be included in such Demand Registration equals or exceeds five milliondollars ($5,000,000) or (ii) all of the Registrable Securities then held by theRequesting Holder are requested to be included in such Demand Registration.

(c)  Demand Registration Expenses.  The Registration Expenses (as defined below) of the Holders of Registrable Securities will be paid by the Company in all Demand Registrations.

(d)  Priority on Demand Registrations.  The Company will not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the Holders of at least a majority of the Registrable Securities included in such registration. If the Company determines or, in the event a Demand Registration is an underwritten offering, the managing underwriter(s) advise the Company in writing, that the number of Registrable Securities and, if permitted pursuant to the immediately preceding sentence, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of the Company or such underwriter(s), as the case may be, can be sold without adversely affecting the marketability of the offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Securities held by each such Holder; *provided*, *however*, that if, as a result of such pro-ration, the Requesting Holder shall not be entitled to include in a registration all Registrable Securities of the class that such Requesting Holder had requested to be included, then such registration shall not count as a Demand Registration under Section 2(b).

(e) Conditionsto Requirements to Effect a Demand Registration. The obligations of theCompany set forth in Section 2(a) are subject to each of the followinglimitations, conditions and qualifications:

(i) The Company’sobligations shall be subject to the obligations of each Requesting Holder tofurnish all information and materials and to take any and all actions as may berequired of it under federal and state securities laws and regulations topermit the Company to comply with all applicable requirements of the SEC and toobtain any acceleration of the effective date of such registration statement.Without limiting the generality of the forgoing, the Requesting Holders shalleach furnish to the Company in writing, promptly after receipt of a requesttherefor, the information specified in Item 507 or 508 of Regulation S-K, asapplicable, of the Securities Act for use in connection with any registrationstatement or prospectus or preliminary prospectus included therein. EachRequesting Holder agrees to promptly furnish additional information required tobe 

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disclosed in order tomake the information previously furnished to the Company by such RequestingHolder not materially misleading.

(ii) The Companyshall not be obligated to cause any special audit (other than a fiscal year-endaudit) to be undertaken in connection with preparing or causing to becomeeffective any registration statement.

(f)  Selection of Underwriters.  The Holders of a majority of the RegistrableSecurities included in any Demand Registration will have the right to selectthe investment banker(s) and manager(s) to administer the offering, subject tothe Company’s approval which shall not be unreasonably withheld.

(g)  Other Registration Rights.  The Company agrees that it shall not, withoutthe consent of Holders holding a majority of the then outstanding RegistrableSecurities, enter into any agreement with any holder or prospective holder ofany equity securities of the Company or any securities convertible into orexchangeable for equity securities of the Company (A) that would allow suchholder or prospective holder to include such securities in any DemandRegistration or Piggyback Registration (as defined below) unless, under theterms of such agreement, such holder or prospective holder may include suchsecurities in any such registration only to the extent that their inclusionwould not reduce the amount of the Registrable Securities of the Holdersincluded therein or (B) on terms that are equivalent or superior to therights of the Holders as granted herein.

3.  Piggyback Registration.

(a)  Right to Piggyback.  Whenever the Company proposes to register anyof its equity securities under the Securities Act (including primaryregistrations on behalf of the Company and secondary registrations on behalf ofthe holders of its securities but excluding registrations on Form S-4 or S-8 orany successor form thereto) and the registration form to be used may be usedfor the registration of Registrable Securities (a “Piggyback Registration”),the Company will give prompt written notice to all Holders of RegistrableSecurities of its intention to effect such a registration (a “PiggybackNotice”) and, subject to Section 3(d), will include in such registrationall Registrable Securities with respect to which the Company has receivedwritten requests for inclusion therein within fifteen (15) days after thereceipt of the Company’s Piggyback Notice.

(b)  Limitations on Piggyback Registration.  Each of the Holders shall be entitled toparticipate in two (2) Piggyback Registrations in accordance with Section 3(a).

(c)  Piggyback Registration Expenses.  The Registration Expenses (as defined below)of the Holders of Registrable Securities will be paid by the Company in allPiggyback Registrations.

(d)  Priority on Primary Registrations.  If a Piggyback Registration is a primaryregistration on behalf of the Company, and the Company determines, or, in theevent such Piggyback Registration is an underwritten offering, the managingunderwriter(s) advise the 

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Company in writing, thatthe number of securities requested to be included in such registration exceedsthe number which can be sold in such offering without adversely affecting themarketability of the offering, the Company will include in such registration (i)first, the securities the Company proposes to sell, (ii) second, theRegistrable Securities requested to be included in such registration, pro rataamong the Holders of such Registrable Securities on the basis of the number ofshares held by each such Holder, and (iii) third, other securities requested tobe included in such registration; *provided,however*, that if, as a result of such pro-ration, the ParticipatingHolder shall not be entitled to include in a registration all RegistrableSecurities of the class that such Participating Holder had requested to beincluded, then such registration shall not count as one of such ParticipatingHolder’s permitted Piggyback Registrations under Section 3(b).

(e)  Priority on Secondary Registrations.  If a Piggyback Registration is a secondaryregistration on behalf of holders of the Company’s securities, and the Companydetermines, or, in the event such Piggyback Registration is an underwrittenoffering, the managing underwriter(s) advise the Company in writing, that thenumber of securities requested to be included in such registration exceeds thenumber which can be sold in such offering without adversely affecting themarketability of the offering, the Company will include in such registration(i) first, pro rata among the securities requested to be included therein bythe Holders requesting such registration and the other Registrable Securitiesrequested to be included in such registration, on the basis of the number ofshares held by each such Holder, and (ii) second, other securities requested tobe included in such registration; *provided,however*, that if, as a result of such pro-ration, the ParticipatingHolder shall not be entitled to include in a registration all RegistrableSecurities of the class that such Participating Holder had requested to beincluded, then such registration shall not count as one of such ParticipatingHolder’s permitted Piggyback Registrations under Section 3(b).

(f)  Conditions to Participation in a PiggybackRegistration. In order to participate in any Piggyback Registration, eachParticipating Holder must furnish all information and materials and take anyand all actions as may be required of it under federal and state securitieslaws and regulations to permit the Company to comply with all applicablerequirements of the SEC and to obtain any acceleration of the effective date ofsuch registration statement. Without limiting the generality of the forgoing,the Participating Holders shall each furnish to the Company in writing, promptlyafter receipt of a request therefor, the information specified in Item 507 or508 of Regulation S-K, as applicable, of the Securities Act for use inconnection with any registration statement or prospectus or preliminaryprospectus included therein. Each Participating Holder agrees to promptlyfurnish additional information required to be disclosed in order to make theinformation previously furnished to the Company by such Participating Holdernot materially misleading.

(g)  Selection of Underwriters.  If any Piggyback Registration is anunderwritten offering other than a Demand Registration, the Company’s selectionof investment banker(s) and manager(s) for the offering will be subject toapproval by the 

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Holders of a majority ofthe Registrable Securities included in such Piggyback Registration.  Such approval will not be unreasonablywithheld.

(h)  Other Registrations.  If the Company has previously filed aregistration statement with respect to Registrable Securities pursuant toSection 2(a) or pursuant to this Section 3, and if such previous registrationhas not been withdrawn or abandoned, the Company will not, except as requiredby Section 2(a), file or cause to be effected any other registration of any ofits equity securities or securities convertible or exchangeable into orexercisable for its equity securities under the Securities Act (except on FormS-4 or Form S-8 or any successor form), whether on its own behalf or at therequest of any Holder or Holders of such securities, until a period of at leastsix (6) months has elapsed from the effective date of such previousregistration.

4.  Holdback Agreement.  If the Company shall file a registrationstatement (other than a registration statement on Form S-4 or S-8 or anysuccessor form for securities to be offered solely in a transaction of a typereferred to in Rule 145 under the Securities Act or to employees of the Companypursuant to employee benefit plans or dividend reinvestment plans) and, withreasonable prior notice, the Company (in the case of a non-underwritten PublicOffering by the Company pursuant to such registration statement) advises theHolders in writing that a public sale or distribution of Registrable Securitieswould materially adversely affect such offering, or the managing underwriter(s)(in the case of an underwritten Public Offering by the Company pursuant to suchregistration statement) advise the Company in writing (in which case theCompany shall notify the Holders with a copy of such underwriter’s notice) thata public sale or distribution of Registrable Securities would materiallyadversely impact such Public Offering, then the Holders shall, to the extentnot inconsistent with applicable law, refrain from effecting any public sale ordistribution of Registrable Securities during the ten (10) days prior to theeffective date of such registration statement and until the earliest of (a) theabandonment of such Public Offering, (b) ninety (90) days after the effectivedate of such registration statement and (c) if such Public Offering is anunderwritten Public Offering, the termination in whole or in part of any “holdback” period obtained by the underwriter(s) in such Public Offering from theCompany in connection therewith.

5.  Registration Procedures.  Whenever the Holders of RegistrableSecurities have requested that any Registrable Securities be registeredpursuant to this Agreement, the Company will use commercially reasonableefforts to effect the registration and the sale of such Registrable Securitiesin accordance with the intended method of distribution thereof, and pursuantthereto the Company will as expeditiously as possible:

(a) prepare andfile with the SEC a registration statement with respect to such RegistrableSecurities and use its best efforts to cause such registration statement tobecome and remain effective, including, without limitation, filing ofpost-effective amendments and supplements to any registration statement orprospectus necessary to keep the registration statement current;

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(b) asexpeditiously as reasonably possible, prepare and file with the SEC suchamendments and supplements to such registration statement and the prospectusused in connection with such registration statement as may be necessary tocomply with the provisions of the Securities Act with respect to thedisposition of all securities covered by such registration statement and tokeep each registration and qualification under this Agreement effective (and incompliance with the Securities Act) by such actions as may be necessary orappropriate for a period of one hundred fifty (150) days after the effectivedate of such registration statement if such date is less than one year from thedate hereof, and for a period of one year from the effective date, if such dateis one year or more from the date hereof (unless all securities covered by suchregistration statement are sooner disposed of), all as requested by such Holderor Holders;

(c) asexpeditiously as reasonably possible furnish to the Holders such numbers ofcopies of a prospectus, including a preliminary prospectus, in conformity withthe requirements of the Securities Act, and such other documents as they mayreasonably request in order to facilitate the disposition of RegistrableSecurities owned by them in accordance with the plan of distribution providedfor in such registration statement;

(d) asexpeditiously as reasonably possible use its best efforts to register andqualify the securities covered by such registration statement under suchsecurities or “blue sky” laws of such jurisdictions as shall be reasonablyappropriate for the distribution of the securities covered by the registrationstatement, provided that the Company shall not be required in connectiontherewith or as a condition thereto to qualify to do business in anyjurisdiction it would not otherwise be required to qualify but for thissubsection (d) to file a general consent to service of process in any suchjurisdiction or subject itself to taxation in any such jurisdiction, andfurther provided that (anything in this Agreement to the contrarynotwithstanding with respect to the bearing of expenses) if any jurisdiction inwhich the securities shall be qualified shall require by law or regulation thatexpenses incurred in connection with the qualification of the securities inthat jurisdiction be borne by selling stockholders, then such expenses shall bepayable by selling stockholders pro rata, to the extent required by suchjurisdiction;

(e) notify eachHolder of Registrable Securities covered by such registration statement, at anytime when a prospectus relating thereto is required to be delivered under theSecurities Act, upon discovery that, or upon the happening of any event as aresult of which, the prospectus included in such registration statement, as thenin effect, includes an untrue statement of a material fact or omits to stateany material fact required to be stated therein or necessary to make thestatements therein not misleading in the light of the circumstances under whichthey were made (provided that upon such notification, each Holder agrees not tosell or otherwise transfer or dispose of any Common Stock (or other securities)of the Company at the time held by such Holder or any interest or futureinterest therein until such statement or omission has been corrected, and thereshall be added to the period during which the Company is obligated to keep suchregistration effective the number of days for which such sales or othertransfers or dispositions were suspended), and at the request of any suchHolder promptly prepare and furnish, without charge, to such seller or Holder areasonable number of copies of a supplement to such prospectus or 

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an amendment of suchregistration statement as may be necessary so that, as thereafter delivered tothe purchasers of such securities, such prospectus shall not include an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading inthe light of the circumstances under which they were made;

(f) notify theHolders of Registrable Securities covered by such registration statementpromptly and, if requested, confirm such notice in writing, of the issuance bythe SEC of any stop order suspending the effectiveness of such registrationstatement or the initiation of any proceedings for that purpose and use bestefforts to obtain the withdrawal of any order suspending the effectiveness ofsuch registration statement, or the lifting of any suspension of thequalification or exemption from qualification of any Registrable Securities forsale in any jurisdiction in the United States;

(g) otherwise useits best efforts to comply with all applicable rules and regulations of theSEC, and make available to its stockholders, as soon as reasonably practicable,an earnings statement covering the period of at least twelve (12) months butnot more than eighteen (18) months, beginning with the first full calendarmonth after the effective date of such registration statement, which earningsstatement shall satisfy the provisions of Section 11(a) of the Securities Actor Rule 158 thereunder; and

(h) use its bestefforts to list all Registrable Securities covered by such registrationstatement on any securities exchange on which any class of similar securitiesis then listed.

6.  Registration Expenses.

(a)  All expenses incident to the Company’sperformance of or compliance with this Agreement, including without limitationall registration and filing fees, fees and expenses of compliance withsecurities or blue sky laws, printing expenses, messenger and delivery expensesand fees and disbursements of counsel for the Company and all independentcertified registered public accountants, underwriters (excluding discounts andcommissions) and other Persons retained by the Company (all such expenses beingherein called “Registration Expenses”), will be borne as provided inthis Agreement, except that the Company will, in any event, pay its internalexpenses (including, without limitation, all salaries and expenses of itsofficers and employees performing legal or accounting duties), the expense ofany annual audit or quarterly review, the expense of any liability insuranceand the expenses and fees for listing the securities to be registered on eachsecurities exchange on which similar securities issued by the Company are thenlisted.

(b)In connection with each Demand Registration and each Piggyback Registration,the Company will reimburse the Holders of Registrable Securities covered bysuch registration for, or pay directly, the reasonable fees and disbursementsof one counsel chosen by the Holders of a majority of the RegistrableSecurities included in such registration, including, in the case of aregistration that is both a Demand Registration and 

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a PiggybackRegistration, the Registrable Securities included in such registration by theRequesting Holder and the Participating Holders.

(c)To the extent Registration Expenses are not required to be paid by the Company,each Holder of securities included in any registration hereunder will pay thoseRegistration Expenses allocable to the registration of such Holder’s securitiesso included, and any Registration Expenses not so allocable will be borne byall sellers of securities included in such registration in proportion to theaggregate selling price of the securities to be so registered.

7.  Indemnification.

(a)  The Company agrees to indemnify, to theextent permitted by law, each Holder of Registrable Securities, its officersand directors and each Person who controls such Holder (within the meaning ofthe Securities Act or the Securities Exchange Act) against all losses, claims,damages, liabilities and expenses (including any amounts paid in any settlementeffected with the Company’s consent, which consent shall not be unreasonablywithheld) caused by any untrue or alleged untrue statement of material factcontained in any registration statement, prospectus or preliminary prospectusor any amendment thereof or supplement thereto or any omission or allegedomission of a material fact required to be stated therein or necessary to makethe statements therein not misleading or any violation by the Company of anyfederal, state or common law applicable to the Company and relating to actionrequired of or inaction by the Company in connection with such registration,except insofar as the same are caused by or contained in any informationfurnished in writing to the Company by such Holder which specifically statesthat it is for use in the preparation of such registration statement,prospectus or preliminary prospectus or any amendment thereof or supplementthereto or by such Holder’s failure to deliver a copy of the registrationstatement or prospectus or any amendments or supplements thereto after the Companyhas furnished such Holder with a sufficient number of copies of the same. Inconnection with an underwritten offering, the Company will indemnify theunderwriters, their officers and directors and each Person who controls suchunderwriters (within the meaning of the Securities Act or the SecuritiesExchange Act) to the same extent as provided above with respect to theindemnification of the Holders of Registrable Securities.

(b) In connectionwith any registration statement in which a Holder of Registrable Securities isparticipating, each such Holder, severally and not jointly, will furnish to theCompany in writing such information relating to such Holder and its RegistrableSecurities as the Company reasonably requests for use in connection with anysuch registration statement or prospectus and, to the extent permitted by law,will indemnify the Company, its directors and officers and each Person whocontrols the Company (within the meaning of the Securities Act or theSecurities Exchange Act) against any losses, claims, damages, liabilities andexpenses resulting from any untrue or alleged untrue statement of material factcontained in the registration statement, prospectus or preliminary prospectusor any amendment thereof or supplement thereto or any omission or allegedomission of a material fact required to be stated therein or necessary to 

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make the statementstherein not misleading, but only to the extent that such untrue statement oromission is contained in any information so furnished in writing by such Holderwhich specifically states that it is for use in the preparation of suchregistration statement, prospectus or preliminary prospectus or any amendmentthereof or supplement thereto; provided that the obligation to indemnify willbe individual to each Holder and will be limited to the net amount of proceedsreceived by such Holder from the sale of Registrable Securities pursuant tosuch registration statement.

(c) Any Personentitled to indemnification hereunder will (i) give prompt written notice tothe indemnifying party of any claim with respect to which it seeksindemnification (but any failure to so notify the indemnifying party shall notrelieve it of any liability which it may otherwise have to any indemnifiedparty unless such failure shall materially adversely affect the defense of suchclaim) and (ii) unless in such indemnified party’s reasonable judgment aconflict of interest between such indemnified and indemnifying parties mayexist with respect to such claim, permit such indemnifying party to assume thedefense of such claim with counsel reasonably satisfactory to the indemnifiedparty. If such defense is assumed, the indemnifying party will not be subjectto any liability for any settlement made by the indemnified party without itsconsent (but such consent will not be unreasonably withheld). An indemnifyingparty who is not entitled to, or elects not to, assume the defense of a claimwill not be obligated to pay the fees and expenses of more than one counsel forall parties indemnified by such indemnifying party with respect to such claim,unless in the reasonable judgment of any indemnified party a conflict ofinterest may exist between such indemnified party and any other of suchindemnified parties with respect to such claim.

(d) If for anyreason the indemnification provisions contemplated by Section 7(a) or Section7(b) are unavailable to or insufficient to hold harmless an indemnified partyin respect of any losses, claims, damages, liabilities or expenses referred totherein, then each indemnifying party shall contribute to the amount paid orpayable by such indemnified party as a result of such losses, claims, damages,liabilities or expenses in such proportion as is appropriate to reflect therelative fault of the indemnifying party and the indemnified party inconnection with the statements or omissions which resulted in such losses,claims, damages, liabilities or expenses, as well as any other relevantequitable considerations.  The relative fault of such indemnifying partyand indemnified party shall be determined by reference to, among other things,whether the untrue or alleged untrue statement of a material fact or omissionor alleged omission to state a material fact relates to information supplied bysuch indemnifying party or by such indemnified party, and the parties’ relativeintent, knowledge, access to information and opportunity to correct or preventsuch statement or omission.  The parties hereto agree that it would not bejust and equitable if contributions pursuant to this Section 7(d) weredetermined by pro rata allocation or by any other method of allocation whichdoes not take account of the equitable considerations referred to in thisSection 7(d).  The amount paid or payable by an indemnified party as aresult of the losses, claims, damages, or liabilities (or actions in respectthereof) referred to above shall be deemed to include any legal or other feesor expenses reasonably incurred by such indemnified party in connection withinvestigating or defending any such action or claim.  Notwithstanding theprovisions of 

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this Section 7(d), anindemnifying party that is a Holder shall not be required to contribute anyamount which is in excess of the amount by which the total proceeds (net of allunderwriting discounts and commissions) received by such Holder from the saleof the Registrable Securities sold by such Holder in the applicable offeringexceeds the amount of any damages that such indemnifying party has otherwisebeen required to pay by reason of such untrue or alleged untrue statement oromission or alleged omission.  No personguilty of fraudulent misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) shall be entitled to contribution from any Person who wasnot guilty of such fraudulent misrepresentation.

8.  Participation in Registrations.

(a)  No Person may participate in any registrationhereunder which is underwritten unless such Person (i) agrees to sell suchPerson’s securities on the basis provided in any underwriting arrangementsapproved by the Person or Persons entitled hereunder to approve sucharrangements and (ii) completes and executes all questionnaires, powers ofattorney, indemnities, underwriting agreements and other documents reasonablyrequired under the terms of such underwriting arrangements.

(b) Each Personthat is participating in any registration hereunder agrees that, upon receiptof any notice from the Company of the happening of any event of the kinddescribed in Section 5(e), such Person will forthwith discontinue thedisposition of its Registrable Securities pursuant to the registrationstatement until such Person’s receipt of the copies of a supplemented oramended prospectus as contemplated by Section 5(e).

9.  Current Public Information.  The Company will use commercially reasonableefforts to file all reports required to be filed by it under the Securities Actand the Securities Exchange Act and the rules and regulations adopted by theSEC thereunder, and will take such further action as any Holder or Holders ofRegistrable Securities may reasonably request, all to the extent required toenable such Holders to sell Registrable Securities pursuant to Rule 144 adoptedby the SEC under the Securities Act (as such rule may be amended from time to time)or any similar rule or regulation hereafter adopted by the SEC.

10.  Duration of Registration Rights.  The rights and obligations provided for inthis Agreement (except for the indemnification and contribution obligations ofSection 7) shall terminate with respect to a Holder on the earlier to occur of(i) the first date on which such Holder may sell any and all RegistrableSecurities owned by such Holder pursuant to Rule 144 under the Securities Actwithin any three (3) month period, other than as a result of the fact that theaverage weekly trading volume of the Common Stock on such date (as calculatedfor purposes of Rule 144(e)) is greater than or equal to the number ofRegistrable Securities held by such Holder and (ii) such time as such Holder nolonger owns any Registrable Securities.

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11.  Miscellaneous.

(a) NoInconsistent Agreements. The Company will not hereafter enter into anyagreement with respect to its securities which is inconsistent with or violatesthe rights granted to the Holders of Registrable Securities in this Agreement.

(b) Remedies.The parties shall be entitled to enforce their rights under this Agreementspecifically to recover damages by reason of any breach of any provision ofthis Agreement and to exercise all other rights existing in their favor. Theparties hereto agree and acknowledge that money damages may not be an adequateremedy for any breach of the provisions of this Agreement and that any partymay in its sole discretion apply to any court of law or equity of competentjurisdiction for specific performance and/or temporary, preliminary orpermanent injunctive relief (without posting a bond or other security) in orderto enforce or prevent any violation of the provisions of this Agreement.

(c) Amendmentsand Waivers. Except as otherwise provided herein, the provisions of thisAgreement may be amended or waived only upon the prior written consent of theCompany and the Holders of at least a majority of the Registrable Securities;provided, that no such amendment or waiver shall disproportionately adverselyaffect any Holder that has not consented in writing to such amendment orwaiver. The failure of a party to insist upon strict adherence to any term ofthis Agreement on any occasion shall not be considered a waiver or deprive thatparty of the right thereafter to insist upon strict adherence to that term orany other term of this Agreement.  Nopurported waiver shall be effective unless in writing. The waiver by any partyof a breach of any provision of this Agreement shall not operate or beconstrued as a waiver of any subsequent or other breach.

(d) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.  Except in respect of a successor company to the Company, the rights and obligations of the parties hereunder shall not be assignable.

(e) Severability.If any provision of this Agreement is held invalid or unenforceable by anycourt of competent jurisdiction, the other provisions of this Agreement willremain in full force and effect. Any provisions of this Agreement held invalidor unenforceable only in part or degree will remain in full force and effect tothe extent not held invalid or unenforceable.

(f) Counterparts;Facsimile Signatures. This Agreement may be executed in counterparts, eachof which shall be considered an original, but all of which together shallconstitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimileshall be effective as delivery of a manually executed counterpart.

(g) Interpretation.In this Agreement, unless a contrary intention appears, (i) the words “herein,”“hereof” and “hereunder” and other words of similar import refer to thisAgreement as a whole and not to any particular Section or other subdivision,(ii) the words 

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“include,” “includes” or “including”shall be deemed to be followed by the words “without limitation,” (iii)reference to any Section means such Section hereof, (iv) words of any gendershall be deemed to include each other gender, and (v) words using the singularor plural number shall also include the plural or singular number, respectively.No provision of this Agreement shall be interpreted or construed against anyparty hereto solely because such party or its legal representative drafted suchprovision.

(h) Captions.The captions in this Agreement are for convenience of reference only and shallnot be given any effect in the interpretation of this Agreement.

(i) GoverningLaw. This Agreement shall be construed in accordance with, and governed by,the laws of the State of New York without regard to conflicts of law principleswhich would result in the application of the laws of another jurisdiction.

(j) Jurisdiction.The parties hereby irrevocably and unconditionally consent to submit to theexclusive jurisdiction of the courts of the State of New York, County of NewYork and the United States District Court for the Southern District of New Yorkfor any actions, suits or proceedings arising out of or relating to thisagreement and the transactions contemplated hereby (and agree not to commenceany action, suit or proceeding relating thereto except in such courts). Theparties hereby irrevocably and unconditionally waive any objection to thelaying of venue of any action, suit or proceeding arising out of this Agreementor the transactions contemplated hereby in the courts of the State of New York,County of New York and the United States District Court from the SouthernDistrict of New York, and hereby further irrevocably and unconditionally waiveand agree not to plead or claim in any such court that any such action, suit orproceeding brought in any such court has been brought in an inconvenient forum.

(k) Waiver ofJury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTTO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THISAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(l) CompleteAgreement. This Agreement, the documents expressly referred to herein andother documents of even date herewith embody the complete agreement andunderstanding among the parties and supersede and preempt any prior understanding,agreements or representations by or among the parties, written or oral, thatmay be related to the subject matter hereof in any way.

(m) Notices.All notices, consents and other communications required or contemplated underthis Agreement shall be in writing and shall be delivered in the mannerspecified herein, or, in the absence of such specification, shall be deemed tohave been duly given (i) three (3) Business Days after mailing by first classcertified mail, postage prepaid, (ii) when delivered by hand, (iii) uponconfirmation of receipt by facsimile, or (iv) one (1) Business Day aftersending by overnight delivery service, to the respective addresses or telecopynumbers of the parties set forth below:

13

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if to the Company, at:

InSight Health ServicesHoldings Corp.

26250 Enterprise Court

Suite 100

Lake Forest, California92630

Attn.: General Counsel

Facsimile: (949) 462-3703

with a copy similarly sent to:

Kaye Scholer LLP

425 Park Avenue

New York, New York 10022

Attn: Stephen C. Koval,Esq.

Facsimile: (212) 836-6419,

and

If to any Holder, to the address or facsimile number for such Holderset forth on the signature pages hereto,

or at such otheraddresses as may be substituted by notice given as herein provided.  The giving of any notice required hereundermay be waived in writing by the party entitled to receive such notice.

[Signature PagesFollow]

 

14

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IN WITNESSWHEREOF, this Agreement has been duly executed by the parties hereto, all as ofthe date first above written.
|        | INSIGHT HEALTH SERVICES  HOLDINGS CORP. |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ Mitch C. Hill |   |
|   |                                    | Name: Mitch C. Hill |
|   |                                    | Title: |  Executive  Vice President and |
|   |                                    |   | Chief Financial Officer |
|        |                                         |  |  |  |

 

----

 
|        | Name of Holder:                       |
|--------|---------------------------------------|
|   |                                  |
|   | J.W. CHILDS EQUITY PARTNERS II,  L.P. |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Alan A. Dowds |   |
|   |                                  | Name: Alan A. Dowds |
|   |                                  | Title: Assistant Treasurer |
|   |                                  |   |
|   | Address for Notices:                  |
|   | JW Childs Associates                  |
|   | 111 Huntington Ave.                   |
|   | Boston, Massachusetts, 02199          |
|   | Telecopier:                           |   |   |
|        |                                       |  |  |  |  |

 

----

 
|        | Name of Holder:              |
|--------|------------------------------|
|   |                         |
|   | JWC-INSIGHT CO-INVEST LLC    |
|   |                         |
|   |                         |
|   | By:                          | /s/ Alan A. Dowds |   |
|   |                         | Name: Alan A. Dowds |
|   |                         | Title: Assistant Treasurer |
|   |                         |   |
|   | Address for Notices:         |
|   | JW Childs Associates         |
|   | 111 Huntington Ave.          |
|   | Boston, Massachusetts, 02199 |
|   | Telecopier:                  |   |   |
|        |                              |  |  |  |  |

 

----

 
|        | Name of Holder:                                                  |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   | BRF High Value, L.P.                                             |
|   |                                                             |
|   | By:                                                              | /s/ John V. Koerber |   |
|   |                                                             | Name: John V. Koerber |
|   |                                                             | Title: |
|   |                                                             |
|   | Address for Notices:                                             |
|   | c/o Bennett Management Corporation 2  Stamford Plaza, Suite 1501 |
|   | 281 Tresser Blvd., Stamford CT 06901                             |
|   | Attn: Warren Frank                                               |
|   | Telecopier:                                                      |   |   |
|        |                                                                  |  |  |  |  |

 

----

 
|        | Name of Holder:                                                  |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   | Bennett Offshore Restructuring Fund, Inc.                        |
|   |                                                             |
|   | By:                                                              | /s/ John V. Koerber |   |
|   |                                                             | Name: John V. Koerber |
|   |                                                             | Title: |
|   |                                                             |   |
|   | Address for Notices:                                             |
|   | c/o Bennett Management Corporation 2  Stamford Plaza, Suite 1501 |
|   | 281 Tresser Blvd., Stamford CT 06901                             |
|   | Attn: Warren Frank                                               |
|   | Telecopier:                                                      |   |   |
|        |                                                                  |  |  |  |  |

 

----

 
|        | Name of Holder:                                                  |
|--------|------------------------------------------------------------------|
|   |                                                             |
|   | Bennett Restructuring Fund, L.P.                                 |
|   |                                                             |
|   | By:                                                              | /s/ John V. Koerber |   |
|   |                                                             | Name: John V. Koerber |
|   |                                                             | Title: |
|   |                                                             |
|   | Address for Notices:                                             |
|   | c/o Bennett Management Corporation 2  Stamford Plaza, Suite 1501 |
|   | 281 Tresser Blvd., Stamford CT 06901                             |
|   | Attn: Warren Frank                                               |
|   | Telecopier:                                                      |   |   |
|        |                                                                  |  |  |  |  |

 

----

 
|        | Name of Holder:                    |
|--------|------------------------------------|
|   |                               |
|   | RMK Select High Income Fund        |
|   |                               |
|   | By:                                | /s/ David Tannehill |   |
|   |                               | Name: David Tannehill |
|   |                               | Title: Assistant Portfolio Manager |
|   |                               |   |
|   | Address for Notices:               |
|   | 1100 Ridgeway Loop Road, Suite 510 |
|   | Memphis, TN 38120                  |
|   | Attn: David Tannehill              |
|   | Telecopier:                        |   |   |
|        |                                    |  |  |  |  |

 

----

 
|        | Name of Holder:                    |
|--------|------------------------------------|
|   |                               |
|   | RMK High Income Fund               |
|   |                               |
|   | By:                                | /s/ David Tannehill |   |
|   |                               | Name: David Tannehill |
|   |                               | Title: Assistant Portfolio Manager |
|   |                               |
|   | Address for Notices:               |
|   | 1100 Ridgeway Loop Road, Suite 510 |
|   | Memphis, TN 38120                  |
|   | Attn: David Tannehill              |
|   | Telecopier:                        |   |   |
|        |                                    |  |  |  |  |

 

----

 
|        | RMK Strategic Income Fund          |
|--------|------------------------------------|
|   |                               |
|   | By:                                | /s/ David Tannehill |   |
|   |                               | Name: David Tannehill |
|   |                               | Title: Assistant Portfolio Manager |
|   |                               |
|   | Address for Notices:               |
|   | 1100 Ridgeway Loop Road, Suite 510 |
|   | Memphis, TN 38120                  |
|   | Attn: David Tannehill              |
|   | Telecopier:                        |   |   |
|        |                                    |  |  |  |  |

 

----

 
|        | RMK Advantage Income Fund          |
|--------|------------------------------------|
|   |                               |
|   | By:                                | /s/ David Tannehill |   |
|   |                               | Name: David Tannehill |
|   |                               | Title: Assistant Portfolio Manager |
|   |                               |
|   | Address for Notices:               |
|   | 1100 Ridgeway Loop Road, Suite 510 |
|   | Memphis, TN 38120                  |
|   | Attn: David Tannehill              |
|   | Telecopier:                        |   |   |
|        |                                    |  |  |  |  |

 

----

 
|            | RMK Multi-Sector High Income Fund  |
|------------|------------------------------------|
|       |                               |
| ** ** | By:                                | /s/ David Tannehill | ** ** |
|       |                               | Name: David Tannehill |
|       |                               | Title: Assistant Portfolio Manager |
|       |                               |
|       | Address for Notices:               |
|       | 1100 Ridgeway Loop Road, Suite 510 |
|       | Memphis, TN 38120                  |
|       | Attn: David Tannehill              |
|       | Telecopier:                        |   |   |
|            |                                    |  |  |  |  |

 

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