**Exhibit 4.5**

 

**FOURTHSUPPLEMENTAL INDENTURE**

** **

This FourthSupplemental Indenture (this “*SupplementalIndenture*”), dated as of June 8, 2004, by and among **PARKWAYIMAGING CENTER, LLC,**a Nevada limited liability company, **INSIGHT IMAGING SERVICES CORP.,**a Delawarecorporation, **COMPREHENSIVE MEDICAL IMAGING, INC.**, a Delaware corporation, **COMPREHENSIVEMEDICAL IMAGING CENTERS, INC.**, a Delaware corporation, **COMPREHENSIVEMEDICAL IMAGING-BILTMORE, INC.,**a Delaware corporation,**COMPREHENSIVE OPEN MRI-EAST MESA, INC.,**a Delaware corporation,**TMEARIZONA, INC.**, a Texas corporation, **COMPREHENSIVE MEDICAL IMAGING-FREMONT,INC.,**a Delaware corporation,**COMPREHENSIVE MEDICAL IMAGING-SAN FRANCISCO, INC.,**aDelaware corporation,**COMPREHENSIVE OPEN MRI-GARLAND, INC.,**aDelaware corporation,**IMI OF ARLINGTON, INC.,**a Delawarecorporation,**COMPREHENSIVE MEDICAL IMAGING-FAIRFAX, INC.,**a Delawarecorporation,**IMI OF KANSAS CITY, INC.,**a Delaware corporation,**COMPREHENSIVE MEDICAL IMAGING-BAKERSFIELD, INC.,**a Delawarecorporation,**COMPREHENSIVE OPEN MRI-CARMICHAEL/FOLSOM, LLC,**a Californialimited liability company, **SYNCOR DIAGNOSTICS SACRAMENTO, LLC,**aCalifornia limited liability company, **SYNCOR DIAGNOSTICS BAKERSFIELD, LLC,**aCalifornia limited liability company, **PHOENIX REGIONAL PET CENTER—THUNDERBIRD, LLC,**anArizona limited liability company, **MESA MRI,**a Texas general partnership, **MOUNTAINVIEW MRI,** a Texas general partnership,**LOS GATOS IMAGING CENTER,** aTexas general partnership, **WOODBRIDGE MRI,** a Texas generalpartnership, **JEFFERSON MRI-BALA,**a Texas general partnership, **JEFFERSONMRI,**a Texas general partnership (each of the foregoing entities isreferred to herein as a “*Guaranteeing Subsidiary*”), **INSIGHT HEALTH SERVICES CORP**. (or itspermitted successor), a Delaware corporation (the “*Company*”), **INSIGHT HEALTHSERVICES HOLDINGS CORP**., the Subsidiary Guarantors (as defined inthe Indenture referred to herein) and **U.S.BANK TRUST NATIONAL ASSOCIATION**, a national banking association, astrustee under the Indenture referred to below (the “*Trustee*”).

 

**W I T N E S S E T H**

** **

WHEREAS, theCompany, the Guarantors and the Trustee have entered into an Indenture, datedas of October 30, 2001, as supplemented by a Supplemental Indenture datedas of February 25, 2002, a Supplemental Indenture dated as ofApril 2, 2003, and a Third Supplemental Indenture dated March 8, 2004(as so supplemented, the “Indenture”), pursuant to which the Company hasissued $250,000,000 aggregate principal amount of the of 9 7/8% seniorsubordinated notes due 2011 (the “Notes”);

 

WHEREAS, theIndenture provides that under certain circumstances each GuaranteeingSubsidiary shall execute and deliver to the Trustee a supplemental indenturepursuant to which such Guaranteeing Subsidiary shall unconditionally guaranteeall of the Company’s obligations under the Notes and the Indenture on the termsand conditions set forth herein (the “Guarantee”); and

 

WHEREAS, pursuantto Section 9.01 of the Indenture, the Trustee is authorized to execute anddeliver this Supplemental Indenture.

 

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NOW THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary andthe Trustee mutually covenant and agree for the equal and ratable benefit ofthe Holders of the Notes as follows:

 

# 1.                                       CapitalizedTerms.  Capitalized terms usedherein without definition shall have the meanings assigned to them in theIndenture.

#  

# 2.                                       Agreementto Guarantee.  Each GuaranteeingSubsidiary hereby agrees as follows:

#  

## (a)                                  Alongwith all other Guarantors, to jointly and severally Guarantee to each Holder ofa Note authenticated and delivered by the Trustee and to the Trustee and itssuccessors and assigns, irrespective of the validity and enforceability of theIndenture, the Notes or the obligations of the Company hereunder or thereunder,that:

##  

#### (i)                                     theprincipal of and interest on the Notes will be promptly paid in full when due,whether at maturity, by acceleration, redemption or otherwise, and interest onthe overdue principal of and interest on the Notes, if any, if lawful, and allother obligations of the Company to the Holders or the Trustee hereunder orthereunder will be promptly paid in full or performed, all in accordance withthe terms hereof and thereof; and

####  

#### (ii)                                  incase of any extension of time of payment or renewal of any Notes or any of suchother obligations, the same will be promptly paid in full when due or performedin accordance with the terms of the extension or renewal, whether at statedmaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performanceso guaranteed for whatever reason, the Guarantors shall be jointly andseverally obligated to pay the same immediately.

####  

## (b)                                 Theobligations hereunder shall be unconditional, irrespective of the validity,regularity or enforceability of the Notes or the Indenture, the absence of anyaction to enforce the same, any waiver or consent by any Holder of the Noteswith respect to any provisions hereof or thereof, the recovery of any judgmentagainst the Company, any action to enforce the same or any other circumstancethat might otherwise constitute a legal or equitable discharge or defense of aguarantor.

##  

## (c)                                  Thefollowing are hereby waived:  diligence,presentment, demand of payment, filing of claims with a court in the event ofinsolvency or bankruptcy of the Company, any right to require a proceedingfirst against the Company, protest, notice and all demands whatsoever.

##  

## (d)                                 ThisGuarantee shall not be discharged except by complete performance of theobligations contained in the Notes and the Indenture.

##  

## (e)                                  Ifany Holder or the Trustee is required by any court or otherwise to return tothe Company, the Guarantors, or any Custodian, Trustee, liquidator or othersimilar official acting in relation to either the Company or the Guarantors,any amount paid by either to the

 

2

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## Trustee or such Holder,this Guarantee, to the extent theretofore discharged, shall be reinstated infull force and effect.

 

## (f)                                    SuchGuaranteeing Subsidiary shall not be entitled to any right of subrogation inrelation to the Holders in respect of any obligations guaranteed hereby untilpayment in full of all obligations guaranteed hereby.

##  

## (g)                                 Asbetween the Guarantors, on the one hand, and the Holders and the Trustee, onthe other hand, (x) the maturity of the obligations guaranteed hereby maybe accelerated as provided in Article Six of the Indenture for thepurposes of the Guarantee, notwithstanding any stay, injunction or otherprohibition preventing such acceleration in respect of the obligationsguaranteed hereby, and (y) in the event of any declaration of accelerationof such obligations as provided in Article Six of the Indenture, suchobligations (whether or not due and payable) shall forthwith become due andpayable by the Guarantors for the purpose of the Guarantee.

##  

## (h)                                 Pursuantto Section 10.02 of the Indenture, after giving effect to any maximumamount and any other contingent and fixed liabilities that are relevant underany applicable Bankruptcy or fraudulent conveyance laws, and after givingeffect to any collections from, rights to receive contribution from or paymentsmade by or on behalf of any other Guarantor in respect of the obligations ofsuch other Guarantor under Article Ten of the Indenture shall result inthe obligations of such Guarantor under its Guarantee not constituting afraudulent transfer or conveyance.

##  

# 3.                                       Subordination.  The Obligations of each GuaranteeingSubsidiary under its Guarantee pursuant to this Supplemental Indenture shall bejunior and subordinated to the Senior Indebtedness of such GuaranteeingSubsidiary on the same basis as the Notes are junior and subordinated to theSenior Indebtedness of the Company.  Forthe purposes of the foregoing sentence, the Trustee and the Holders shall havethe right to receive and/or retain payments by each Guaranteeing Subsidiaryonly at such time as they may receive and/or retain payments in respect of theNotes pursuant to the Indenture, including Article Ten thereof.

#  

# 4.                                       Executionand Delivery.  Each GuaranteeingSubsidiary agrees that the Guarantees shall remain in full force and effectnotwithstanding any failure to endorse on each Note a notation of such Guarantee.

#  

# 5.                                       GuaranteeingSubsidiary May Consolidate, Etc., on Certain Terms.

#  

Except asotherwise provided in Section 11.05 of the Indenture, a SubsidiaryGuarantor may not consolidate with or merge with or into any other Person orconvey, sell, assign, transfer, lease or otherwise dispose of its propertiesand assets substantially as an entirety to any other Person (other than theCompany or another Subsidiary Guarantor) unless:

 

##### (i)                                     subjectto the provisions of the following paragraph, the Person formed by or survivingsuch consolidation or merger (if other than such Subsidiary Guarantor) or towhich such properties and assets are transferred assumes all of the obligationsof such Subsidiary Guarantor under the Indenture and its Guarantee, pursuant toa supplemental indenture in form and substance satisfactory to the Trustee;

 

3

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##### (ii)                                  immediatelyafter giving effect to such transaction, no Default or Event of Default hasoccurred and is continuing; and

#####  

##### (iii)                               theSubsidiary Guarantor delivers, or causes to be delivered, to the Trustee, inform and substance reasonably satisfactory to the Trustee, an Officers’Certificate and an Opinion of Counsel, each stating that such transactioncomplies with the requirements of the Indenture.

#####  

For purposes ofthe foregoing, the transfer (by lease, assignment, sale or otherwise, in asingle transaction or series of transactions) of all or substantially all ofthe properties or assets of one or more Restricted Subsidiaries, the CapitalStock of which constitutes all or substantially all of the properties andassets of the Company, shall be deemed to be the transfer of all orsubstantially all of the properties and assets of the Company.

 

In case of anysuch consolidation, merger, sale or conveyance and upon the assumption by thesuccessor Person, by supplemental indenture, executed and delivered to theTrustee and reasonably satisfactory in form to the Trustee, of the Guaranteeendorsed upon the Notes and the due and punctual performance of all of thecovenants and conditions of the Indenture to be performed by a Guarantor, suchsuccessor Person shall succeed to and be substituted for a Guarantor with thesame effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause tobe signed any or all of the Guarantees to be endorsed upon all of the Notesissuable hereunder which theretofore shall not have been signed by the Companyand delivered to the Trustee.  All theGuarantees so issued shall in all respects have the same legal rank and benefitunder the Indenture as the Guarantees theretofore and thereafter issued inaccordance with the terms of the Indenture as though all of such Guarantees hadbeen issued at the date of execution hereof.

 

# 6.                                       Releases.

#  

### (a)                                  ASubsidiary Guarantor will be deemed automatically and unconditionally releasedand discharged from all of its obligations under its Guarantee without anyfurther action on the part of the Trustee or any Holder of the Notes upon asale or other disposition to a Person not an Affiliate of the Company of all ofthe Capital Stock of, or all or substantially all of the assets of, suchSubsidiary Guarantor, by way of merger, consolidation or otherwise, whichtransaction is carried out in accordance with Section 4.10 of theIndenture; *provided* that any suchtermination shall occur (x) only to the extent that all obligations ofsuch Subsidiary Guarantor under all of its guarantees of, and under all of itspledges of assets or other security interests which secure any Indebtedness ofthe Company shall also terminate upon such sale, disposition or release and(y) only if the Trustee is furnished with written notice of such releasetogether with an Officers’ Certificate from such Subsidiary Guarantor to theeffect that all of the conditions to release in this Section 6 have beensatisfied.

###  

### (b)                                 AnyGuarantor not released from its obligations under its Guarantee shall remainliable for the full amount of principal of and interest on the Notes and forthe other obligations of any Guarantor under the Indenture as provided inArticle Eleven of the Indenture.

 

4

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# 7.                                       NoRecourse Against Others.  Nodirector, officer, employee, incorporator or stockholder of the Parent, theCompany or any Subsidiary Guarantor, as such shall have any liability for anyobligations of the Parent, the Company or the Subsidiary Guarantors under theNotes, the Indenture, the Guarantees or for any claim based on, in respect of,or by reason of, such obligations or their creation.  Each Holder of Notes, by accepting a Note, waives and releasesall such liability.  The waiver andrelease are part of the consideration for issuance of the notes.  The waiver may not be effective to waiveliabilities under the federal securities laws.

#  

# 8.                                       NEWYORK LAW TO GOVERN.  THE INTERNALLAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THISSUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

#  

# 9.                                       Counterparts.  The parties may sign any number of copies ofthis Supplemental Indenture.  Eachsigned copy shall be an original, but all of them together represent the sameagreement.

#  

# 10.                                 Effectof Headings.  TheSection headings herein are for convenience only and shall not affect theconstruction hereof.

#  

# 11.                                 Trustee.  The Trustee shall not be responsible in anymanner whatsoever for or in respect of the validity or sufficiency of thisSupplemental Indenture or for or in respect of the recitals contained herein,all of which recitals are made solely by each Guaranteeing Subsidiary and theCompany.

#  

[Remainder of Page Left Intentionally Blank]

 

5

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# IN WITNESSWHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted and attested, all as of the date first above written.

 
|   | PARKWAY IMAGING  CENTER, LLC                    |
|--------|-------------------------------------------------|
|   |                                            |
|   |                                            |   |
|   | By:                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                      |
|   | Title: Manager                                  |
|   |                                            |   |
|   | INSIGHT IMAGING  SERVICES CORP.                 |
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                      |
|   | Title: President  and Chief Executive Officer   |
|   |                                            |   |
|   |                                            |   |
|   | COMPREHENSIVE  MEDICAL IMAGING,  INC.           |
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                      |
|   | Title: President  and Chief Executive Officer   |
|   |                                            |   |
|   |                                            |   |
|   | COMPREHENSIVE  MEDICAL IMAGING  CENTERS, INC.   |
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                      |
|   | Title: President  and Chief Executive Officer   |
|   |                                            |   |
|   |                                            |   |
|   | COMPREHENSIVE  MEDICAL IMAGING-  BILTMORE, INC. |
|   |                                            |   |
|   |                                            |   |
|   | By:                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                      |
|   | Title: President  and Chief Executive Officer   |

 

6

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|   | COMPREHENSIVE  OPEN MRI-EAST  MESA, INC.             |
|--------|------------------------------------------------------|
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | TME ARIZONA,  INC.                                   |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | COMPREHENSIVE  MEDICAL IMAGING-  FREMONT, INC.       |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | COMPREHENSIVE  MEDICAL IMAGING-  SAN FRANCISCO, INC. |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | COMPREHENSIVE  MEDICAL OPEN MRI-  GARLAND, INC.      |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | IMI OF  ARLINGTON, INC.                              |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |

 

7

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|   | COMPREHENSIVE  MEDICAL IMAGING-  FAIRFAX, INC.     |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                         |
|   | Title: President  and Chief Executive Officer      |
|   |                                               |   |
|   |                                               |   |
|   | IMI OF KANSAS  CITY, INC.                          |
|   |                                               |   |
|   |                                               |   |
|   | By:                                                |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                         |
|   | Title: President  and Chief Executive Officer      |
|   |                                               |   |
|   |                                               |   |
|   | COMPREHENSIVE  MEDICAL IMAGING-  BAKERSFIELD, INC. |
|   |                                               |   |
|   |                                               |   |
|   | By:                                                |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                         |
|   | Title: President  and Chief Executive Officer      |
|   |                                               |   |
|   |                                               |   |
|   | COMPREHENSIVE  OPEN MRI-  CARMICHAEL/FOLSOM, LLC   |
|   |                                               |   |
|   | By:                                                | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                               |   |
|   |                                               |   |
|   | By:                                                |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                         |
|   | Title: President  and Chief Executive Officer      |
|   |                                               |   |
|   |                                               |   |
|   | SYCNOR  DIAGNOSTICS SACRAMENTO,  LLC               |
|   |                                               |   |
|   | By:                                                | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                               |   |
|   |                                               |   |
|   | By:                                                |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                         |
|   | Title: President  and Chief Executive Officer      |

 

8

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|   | SYCNOR DIAGNOSTICS  BAKERSFIELD,  LLC                |
|--------|------------------------------------------------------|
|   |                                                 |
|   | By:                                                  | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                                 |
|   |                                                 |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | PHOENIX REGIONAL  PET CENTER—  THUNDERBIRD, LLC |
|   |                                                 |   |
|   | By:                                                  | Comprehensive  Medical Imaging Centers,  Inc., as the sole member |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | MESA MRI                                             |
|   |                                                 |   |
|   | By:                                                  | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |
|   |                                                 |   |
|   |                                                 |   |
|   | MOUNTAIN VIEW  MRI                                   |
|   |                                                 |   |
|   | By:                                                  | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                                 |   |
|   |                                                 |   |
|   | By:                                                  |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                           |
|   | Title: President  and Chief Executive Officer        |

 

9

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|   | WOODBRIDGE MRI                                |
|--------|-----------------------------------------------|
|   |                                          |   |
|   | By:                                           | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                          |   |
|   |                                          |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | LOS GATOS  IMAGING CENTER                     |
|   |                                          |   |
|   | By:                                           | Comprehensive  Medical Imaging, Inc.  and Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | JEFFERSON  MRI-BALA                           |
|   |                                          |   |
|   | By:                                           | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | JEFFERSON MRI                                 |
|   |                                          |   |
|   | By:                                           | Comprehensive  Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers,  Inc., as the members |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |

 

10

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|   | INSIGHT HEALTH  SERVICES CORP.                |
|--------|-----------------------------------------------|
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | INSIGHT HEALTH  SERVICES HOLDINGS  CORP.      |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | INSIGHT HEALTH  CORP.                         |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | SIGNAL MEDICAL  SERVICES, INC.                |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |
|   |                                          |
|   | OPEN MRI, INC.                                |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | MAXUM HEALTH  CORP.                           |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |

 

11

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|   | RADIOSURGERY  CENTERS, INC.                   |
|--------|-----------------------------------------------|
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | MAXUM HEALTH  SERVICES CORP.                  |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | MRI ASSOCIATES,  L.P.                         |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           | InSight Health  Corp., its General Partner |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |   |
|   |                                          |   |
|   | MAXUM HEALTH  SERVICES OF NORTH  TEXAS, INC.  |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |
|   |                                          |
|   |                                          |
|   | MAXUM HEALTH  SERVICES OF  DALLAS, INC.       |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                    |
|   | Title: President  and Chief Executive Officer |

 

12

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|   | NDDC, INC.                                                      |
|--------|-----------------------------------------------------------------|
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                                      |
|   | Title: President  and Chief Executive Officer                   |
|   |                                                            |   |
|   |                                                            |   |
|   | DIAGNOSTIC  SOLUTIONS CORP.                                     |
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                                      |
|   | Title: President  and Chief Executive Officer                   |
|   |                                                            |   |
|   |                                                            |   |
|   | WILKES-BARRE  IMAGING, L.L.C.                                   |
|   |                                                            |   |
|   |                                                            |   |
|   | By: InSight  Health Corp., as the sole member  and sole manager |
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                                      |
|   | Title: President  and Chief Executive Officer                   |
|   |                                                            |   |
|   |                                                            |   |
|   | VALENCIA MRI,  LLC                                              |
|   |                                                            |   |
|   | By:                                                             | InSight Health  Corp., as the sole member |
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                                      |
|   | Title: President  and Chief Executive Officer                   |
|   |                                                            |
|   |                                                            |
|   | ORANGE COUNTY  REGIONAL PET  CENTER – IRVINE, LLC          |
|   |                                                            |   |
|   | By:                                                             | InSight Health  Corp., as the sole member |
|   |                                                            |   |
|   |                                                            |   |
|   | By:                                                             |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                                      |
|   | Title: President  and Chief Executive Officer                   |

 

13

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|   | SAN FERNANDO  VALLEY REGIONAL PET  CENTER, LLC |
|--------|------------------------------------------------|
|   |                                           |   |
|   | By:                                            | InSight Health  Corp., as the sole member |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            |   Steven  T. Plochocki |   |
|   | Name: Steven T.  Plochocki                     |
|   | Title: President  and Chief Executive Officer  |
|   |                                           |
|   |                                           |
|   | U.S. BANK TRUST  NATIONAL  ASSOCIATION         |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            |   Cheryl  L. Clarke |   |
|   | Name: Cheryl L.  Clarke                        |
|   | Title: Assistant  Vice President               |

 

14

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