**Exhibit3.2**

**SECONDAMENDED AND RESTATEDBYLAWSOF**

**INSIGHTHEALTH SERVICES HOLDINGS CORP.**

(the “***Corporation***”)

**adopted on July 26, 2007**

# **1.****              MEETINGOF STOCKHOLDERS.**

## **1.1.        ****Annual Meeting of Stockholders. **An annual meeting of stockholders shallbe held in each year on such date and at such time as may be set by the boardof directors (the “***Board***”) (or by an officer ofthe Corporation authorized to do so by the Board) for the purpose of electingdirectors and the transaction of such other business as may properly comebefore the meeting.

## **1.2.        ****Special Meetings of Stockholders****. **Specialmeetings of the stockholders may be called at any time by the Board (or by anofficer of the Corporation authorized to do so by the Board), the President orthe Secretary.

## At any time, upon the written request of any person or persons entitledto call and who have duly called a special meeting, it shall be the duty of theSecretary to set the date of the meeting, if such date has not been set by theBoard, on a day not more than 60 days after the receipt of the request,and to give due notice of such meeting to the stockholders.  If the Secretary shall neglect or refuse toset the date of the meeting and give notice thereof, the person or personscalling the meeting may do so.

## **1.3.        ****Place and Notice of Meetings of Stockholders****. **Allmeetings of stockholders shall be held at the principal office of theCorporation unless the Board (or an officer of the Corporation authorized to doso by the Board) shall decide otherwise, in which case such meetings may beheld at such location within or without the State of Delaware as the Board mayfrom time to time direct.  Written noticeof the place, day and hour of all meetings of stockholders and, in the case ofa special meeting, of the general nature of the business to be transacted atthe meeting, shall be given to each stockholder of record entitled to vote atthe particular meeting either personally or by sending a copy of the noticethrough the mail or by overnight courier to the address of the stockholderappearing on the books of the Corporation or supplied by him, her or it to theCorporation for the purpose of notice or by any other means, includingelectronic means, permitted by law. Except as otherwise provided by the Bylaws or by law, such notice shallbe given at least 10 days before the date of the meeting by the President orthe Secretary.  A waiver in writing ofany written notice required to be given, signed by the person entitled to suchnotice, whether before or after the time stated, shall be deemed equivalent tothe giving of such notice.  Attendance ofa person, either in person or by proxy, at any meeting shall constitute awaiver of notice of such meeting, except where a person attends a meeting forthe express purpose of objecting to the transaction of any business because themeeting was not lawfully called or convened.

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## **1.4.        ****Nominations by Stockholders of Candidates forElection as Directors.**  Inaddition to the nomination by the Board of candidates for election to the Boardas hereinafter provided, candidates may be nominated by any stockholder of theCorporation entitled to notice of, and to vote at, any meeting called for theelection of directors.  Subject to thelast sentence of this section, nominations, other than those made by or onbehalf of the Board, shall be made in writing and shall be received by theSecretary of the Corporation not later than (a) with respect to anelection of directors to be held at an annual meeting of stockholders,75 days prior to the anniversary date of the immediately preceding annualmeeting, *provided* that, if the date of the annualmeeting is more than 30 days before or after the anniversary date of theimmediately preceding annual meeting, the stockholder nomination shall bereceived within 15 days after the public announcement by the Corporationof the date of the annual meeting, and (b) with respect to an election ofdirectors to be held at a special meeting of stockholders, the close ofbusiness on the 15th day following the date on which notice of suchmeeting is first given to stockholders or public disclosure of the meeting ismade, whichever is earlier.  Suchnomination shall contain the following information to the extent known to thenotifying stockholder: (i) the name, age, business address and residenceaddress of each proposed nominee and of the notifying stockholder;(ii) the principal occupation of each proposed nominee; (iii) arepresentation that the notifying stockholder intends to appear in person or byproxy at the meeting to nominate the person or persons specified in the notice;(iv) the class and total number of shares of capital stock and othersecurities of the Corporation that are beneficially owned by the notifyingstockholder and by the proposed nominee and, if such securities are not ownedsolely and directly by the notifying stockholder or the proposed nominee, themanner of beneficial ownership (beneficial ownership has the same meaning asprovided in Regulation 13D under the Securities Exchange Act of 1934, asfrom time to time in effect (and any successor regulation) (the “***Exchange Act***”)); (v) adescription of all arrangements or understandings between the notifyingstockholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the notifying stockholder; (vi) such other information regardingeach nominee proposed by such stockholder as would be required to be includedin a proxy statement filed with the Securities and Exchange Commission pursuantto Regulation 14A under the Exchange Act had the nominee been nominated,or intended to be nominated, by the Board; and (vii) the consent of eachnominee to serve as a director of the Corporation if so elected.  The Corporation may request any proposednominee to furnish such other information as may reasonably be required by theCorporation to determine the qualifications of the proposed nominee to serve asa director of the Corporation.  Within15 days following the receipt by the Secretary of a stockholder notice ofnomination pursuant hereto, the Nominating Committee or the Board shallinstruct the Secretary of the Corporation to advise the notifying stockholderof any deficiencies in the notice as determined by the Board.  The notifying stockholder shall cure suchdeficiencies within 15 days of receipt of such notice.  No persons shall be eligible for election asa director of the Corporation unless nominated in accordance with the Bylaws.  Nominations not made in accordance herewithmay, in the discretion of the presiding officer at the meeting and with theadvice of the Nominating Committee or the Board, be disregarded by thepresiding officer and, upon his or her instructions, all votes cast for eachsuch nominee may be disregarded.  Thedeterminations of the presiding officer at the meeting shall be conclusive andbinding upon all stockholders of the Corporation for all purposes.

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## **1.5.        ****Advance Notice of Other Matters to be Presented byStockholders.**  At anyannual meeting or special meeting of stockholders, only such business as isproperly brought before the meeting in accordance with this section may betransacted.  To be properly broughtbefore any meeting, any proposed business must be either (a) specified inthe notice of the meeting (or any supplement thereto) given by or at thedirection of the Board, (b) otherwise brought before the meeting by or atthe direction of the Board, or (c) if brought before the meeting by astockholder, then written notification of such proposed business (a **“*****Stockholder Notification*”**)must have been received by the Secretary of the Corporation from a stockholderof record on the record date for the determination of stockholders entitled tovote at such meeting not later than (i), with respect to business to beproposed at an annual meeting of stockholders, 75 days prior to theanniversary date of the immediately preceding annual meeting; *provided*, that if the date of the annual meeting is morethan 30 days before or after the anniversary date of the immediatelypreceding annual meeting, the Stockholder Notification must have been receivedwithin 15 days after the public announcement by the Corporation of thedate of the annual meeting and (ii) with respect to business to beproposed at a special meeting of stockholders, the close of business on the15th day following the date on which notice of such meeting is first givento stockholders or public disclosure of the meeting is made, whichever isearlier.  Such Stockholder Notificationshall set forth the nature of and reasons for the proposal in reasonable detailand, as to the stockholder giving notification, (A) the name and addressof such stockholder and (B) the class and series of all shares of theCorporation that are owned beneficially by such stockholder.

## Within 15 days following receipt by the Secretary of a StockholderNotification pursuant hereto, the Corporation shall advise the stockholder ofany deficiencies in the Stockholder Notification.  The notifying stockholder may cure such deficiencieswithin 15 days after receipt of such advice, failing which the StockholderNotification shall be deemed invalid.

## **1.6.        ****Quorum for Stockholder’s Meetings****. **Atany meeting of the stockholders, the presence, in person or by proxy, ofstockholders entitled to cast at least a majority of the votes which allstockholders are entitled to vote upon a matter shall constitute a quorum forthe transaction of business upon such matter, and the stockholders present at aduly organized meeting can continue to do business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than aquorum.  If a meeting cannot be organizedbecause a quorum has not attended, those present may, except as otherwiseprovided by law, adjourn the meeting to such time and place as they maydetermine, but in the case of any meeting called for the election of directors,those who attend the second of such adjourned meetings, although less than aquorum, shall nevertheless constitute a quorum for the purpose of electingdirectors.

## **1.7.        ****Voting****. **Except as otherwise provided in theCorporation’s Certificate of Incorporation (including in respect of the votingrights of shares of the Preferred Stock), each stockholder of record shallhave, at every stockholders’ meeting, one vote for every share standing in hisor her name on the books of the Corporation. ***“Certificate of Incorporation”***meansthe Amended and Restated Certificate of Incorporation, as filed with theSecretary of State of the State of Delaware on July 26, 2007, of theCorporation, as it may from time to time be amended and in effect in accordancewith law, and shall include any certificate of designations determining thedesignation, voting rights, preferences, limitations and special

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## rights of anyshares of the Corporation which have been adopted by the Board as permitted bythe certificate of incorporation and the law, as then in effect.

## **1.8.         Proxies.**  Everystockholder entitled to vote at a meeting of stockholders may authorize anotherperson or persons to act for him, her or it by proxy.  A proxy may be submitted to the Secretary bya stockholder in writing, by telephone, electronically or any other meanspermitted by law.

## **1.9.        ****Required Votes for Stockholder Action.**  Except in respect of the election ofdirectors (as to which a plurality of the votes of the shares entitled to voteon the election of a director and voted in favor thereof shall be required),all questions submitted to the stockholders and all actions by the stockholdersshall be decided by the affirmative vote of the stockholders present, in personor by proxy, entitled to cast at least a majority of the votes which allstockholders present are entitled to vote on the matter, unless otherwiseprovided by the Certificate of Incorporation, the Bylaws or by law.  For purposes of this section, in the eventthat a holder of shares of a class or series which are entitled to vote on amatter is present in person or by proxy at a meeting but is not permitted byreason of a legal disability or by a contractual restriction or otherwise tovote the shares such holder holds on such matter, the shares held by suchholder and not so permitted to be voted shall nevertheless be consideredentitled to vote and present for purposes of determining the number of votesrequired for stockholder action.

## **1.10.      ****Ballots; Judges of Election.**  Elections for directors need not be by ballotbut the Board or the presiding officer at a meeting of stockholders may directthe use of ballots for voting at the meeting. In advance of any meeting of stockholders, the Board may appoint judgesof election who need not be stockholders to act at such meeting or anyadjournment thereof, and if such appointment is not made, the presiding officerof any such meeting may, and on request of any stockholder or his, her or itsproxy shall, make such appointment at the meeting.  The number of judges shall be one or threeand, if appointed at a meeting on request of one or more stockholders or theirproxies, the majority of the shares present and entitled to vote shalldetermine whether one or three judges are to be appointed.  No person who is a candidate for office shallact as a judge.  In case any personappointed as judge fails to appear or fails or refuses to act, the vacancy maybe filled by appointment made by the Board in advance of the convening of themeeting or at the meeting by the person or officer presiding at themeeting.  On request of the presidingofficer of the meeting or of any stockholder or his, her or its proxy, the judgesshall make a report in writing of any challenge or question or matterdetermined by them and execute a certificate of any fact found by them.

# **2.****              BOARDOF DIRECTORS.**

## **2.1.         Authorityof the Board of Directors.**  Except as otherwiseprovided by law and subject to the provisions of the Certificate ofIncorporation and the Bylaws, all powers vested by law in the Corporation maybe exercised by or under the authority of, and the business and affairs of theCorporation shall be managed under the direction of, a Board that shall beconstituted as provided by law, the Certificate of Incorporation and theBylaws.

## **2.2.         Number,Qualification, Election and Term of Directors. **The business of theCorporation shall be managed by the Board, which shall consist of seven directors.  Except

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## as otherwiseprovided by law or these Bylaws, directors shall be elected at each annualmeeting of stockholders by a plurality of votes cast and shall hold officeuntil the next annual meeting of stockholders and until the election and qualificationof their respective successors.  As usedin these Bylaws, the term “entire Board” means the total number of directorswhich the Corporation would have if there were no vacancies on the Board.

## **2.3.        ****Nomination of Directors.**  Only persons who are nominated in accordancewith the provisions set forth in these Bylaws shall be eligible to be electedas directors at an annual or special meeting of stockholders.  Nomination for election to the Board shall bemade by the Board or the Nominating Committee of the Board.  Nomination for election of any person to theBoard may also be made by a stockholder as provided in Section 1.4 ofthese Bylaws.

## **2.4.        ****Vacancies****.**  Vacancieson the Board may be filled by the affirmative vote of a majority of directorsthen in office or by a remaining sole director. If there are no directors inoffice, then an election of directors may be held in the manner provided bystatute by a plurality of the votes cast by the holders of shares of capitalstock entitled to vote at a special meeting of stockholders called for thatpurpose.

## **2.5.        ****Annual Organizational Meeting of the Board****. **TheBoard shall hold an annual organizational meeting immediately following theannual meeting of the stockholders at the place thereof, without notice inaddition to the notice of the annual meeting of stockholders, or at such othertime as soon as practicable after such meeting as the Board shall determine andshall at the annual organizational meeting elect a President, a Secretary and aTreasurer of the Corporation and such other officers, including Executive VicePresidents, Senior Vice Presidents and Vice Presidents, of the Corporation asshall be provided by the Bylaws or determined by the Board to be appropriate,shall establish the standing committees of the Board provided by the Bylaws andmay take such other action as the Board determines to be appropriate.  Officers of the Corporation and standing andother committees of the Board may also be elected at any other time by theBoard.

## **2.6.        ****Other Meetings of the Board****. **Allmeetings of the Board, other than the annual organizational meeting, shall beheld at the principal office of the Corporation unless the Board (or the personor persons entitled to call and calling the meeting) shall decide otherwise, inwhich case such meetings may be held at such location within or without theState of Delaware as the Board (or the person or persons entitled to call andcalling the meeting) may from time to time direct.  Regular meetings of the Board shall be heldat such time (and place) in accordance with such schedule as the Board shallhave determined in advance and no further notice of regular meetings of theBoard shall be required.  Thenon-management Directors (i.e., directors who are not then serving as executiveofficers of the Corporation or any subsidiary) may meet in their discretionwithout any member of management present to consider the overall performance ofmanagement and the performance of the role of the non-management Directors inthe governance of the Corporation; such meetings may be held in connection witha regularly scheduled meeting of the Board or as the non-management Directorsshall otherwise determine.  Specialmeetings of the Board may be called by the Chairman of the Board (if any), aVice Chairman of the Board (if any), the President or by any two or moredirectors by giving written notice at least two business days in advance of theday and hour of the meeting to each director

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## (unless it isdetermined by the President or the Chairman of the Board (if any) to benecessary to meet earlier, in which case no less than 24 hours writtennotice shall be given), either personally or by facsimile, or other meansincluding electronic means permitted by law. Attendance at any meeting of the Board shall be a waiver of noticethereof, unless such lack of notice is protested at the outset of themeeting.  If all the members of the Boardare present at any meeting, no notice of the meeting shall be required.

## **2.7.        ****Quorum****.** A majority of the whole number of thedirectors then in office and entitled to vote on a particular matter shallconstitute a quorum for the transaction of business with respect to suchmatter, but if at any meeting a quorum shall not be present, the meeting mayadjourn from time to time until a quorum shall be present.

## **2.8.        ****Board or Committee Action Without a Meeting****. **Anyaction required or permitted to be taken by the Board or by any committee ofthe Board may be taken without a meeting if all of the members of the Board orof the committee consent in writing to the adoption of a resolution authorizingthe action.  The written consents by themembers of the Board or the committee shall be filed with the Secretary withthe minutes of the proceedings of the Board or of the committee.

## **2.9.        ****Participation in Board or Committee Meetings byConference Telephone****. **Any or all members of the Board orof any committee of the Board may participate in a meeting of the Board or acommittee thereof by means of a conference telephone or similar communicationsequipment allowing all persons participating in the meeting to hear each otherat the same time.  Participation by suchmeans shall constitute presence in person at the meeting.

## **2.10.      ****Chairman and Vice Chairman of the Board.**  The Board may, by resolution adopted by amajority of the entire Board, at any time designate one of its members asChairman of the Board. The Chairman of the Board shall preside at the meetingsof the Board, shall be responsible for the orderly conduct by the Board of itsoversight of the business and affairs of the Corporation and its other dutiesas provided by law, the Certificate of Incorporation and the Bylaws and shallhave such other authority and responsibility as the Board may designate. TheBoard may, by resolution adopted by a majority of the entire Board, at any timealso designate one or more of its members as Vice Chairman of the Board. A ViceChairman of the Board shall assist the Chairman of the Board in the conduct ofhis or her duties, including by presiding at meetings of the Board in theabsence of the Chairman of the Board, and shall have such other authority andresponsibility as the Board may designate. A Chairman or Vice Chairman of theBoard shall not be considered an officer of the Corporation unless otherwiseprovided by the Board.

## **2.11.      ****Committees of the Board.** The Boardmay, by resolution adopted by a majority of the entire Board, at any timedesignate one or more committees, each committee to consist of one or more ofthe directors of the Corporation, except as otherwise provided by the Bylaws.The Board may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofthe committee. Any such committee, to the extent provided in such resolution,shall have and may exercise any or all of the authority and responsibility ofthe Board in the management of the business and affairs of the Corporation,except as otherwise provided by law, the Certificate of Incorporation or the Bylaws.

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## Except asotherwise provided by the Certificate of Incorporation, the Bylaws or action ofthe Board, a quorum for action by a committee shall be a majority of themembers (assuming no vacancy) and action by vote of a majority of the membersat a meeting duly called at which a quorum is present shall constitute actionby the committee. Each committee shall keep a record with the Secretary of itsactions and all material actions taken by a committee on behalf of the Boardshall be reported to the full Board periodically. In all other respects, theBoard may, by resolution adopted by a majority of the entire Board, establishrules of procedure for a committee, including designating a member of acommittee as its chair. In the absence of such rules each committee shallconduct its business in the same manner as the Board conducts its businesspursuant to this Section 2. In the absence of the designation by the Board ofthe chairman of a committee or the adoption by the Board of rules of procedurefor a committee, the committee may adopt its own rules of procedure and electits chair. In the event any or all of the members of any committee are requiredto be independent under any then applicable listing standards to which theCorporation is subject or any other legal requirement, for the performance ofsome, but not all, of the duties of such committee, the Board may establish aseparate committee for the performance of only those duties the performance ofwhich requires such independent directors.

## TheBoard shall approve a charter describing the purposes, functions andresponsibilities of each standing committee of the Board. Each standingcommittee of the Board shall prepare and recommend to the Board for itsapproval the committee’s charter. Each standing committee of the Board shallhave the authority and responsibility provided by its Board-approved charter,subject to further action by the Board, and no further authorization of theBoard shall be necessary for actions by a committee within the scope of itscharter. Any other committee of the Board may likewise prepare and recommend tothe Board a charter for the committee and shall have the authority andresponsibility provided by its Board-approved charter.

## **2.12.      ****Compensation.**  Directors and members of the committees ofthe Board shall receive such compensation as the Board determines, togetherwith reimbursement of their reasonable expenses in connection with theperformance of their duties, all as permitted by law.  A director may also be paid for serving theCorporation, its affiliates or subsidiaries in other capacities.

# **3.****              OFFICERS.**

## **3.1.        ****Number; Security.** The executiveofficers of the Corporation shall be the President, one or more Executive VicePresidents, Senior Vice Presidents and Vice Presidents, a Secretary and aTreasurer. Any two or more offices may be held by the same person, except theoffices of President and Secretary. The Board may require any officer, agent oremployee to give security for the faithful performance of his or her duties.

## **3.2.        ****Election; Term of Office.** Theexecutive officers of the Corporation shall be elected annually by the Board,and each such officer shall hold office until the next annual meeting of theBoard and until the election of his or her successor, subject to the provisionsof Section 3.4.

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## **3.3.        ****Subordinate Officers.** The Board mayappoint subordinate officers (including Assistant Secretaries and AssistantTreasurers), agents or employees, each of whom shall hold office for suchperiod and have such powers and duties as the Board determines. The Board maydelegate to any executive officer or to any committee the power to appoint anddefine the powers and duties of any subordinate officers, agents or employees.

## **3.4.        ****Resignation and Removal of Officers.**Any officer may resign at any time by delivering his or her resignation inwriting to the President or the Secretary of the Corporation, to take effect atthe time specified in the resignation; the acceptance of a resignation, unlessrequired by its terms, shall not be necessary to make it effective. Any officerappointed by the Board or appointed by an executive officer or by a committeemay be removed by the Board either with or without cause, and in the case of anofficer appointed by an executive officer or by a committee, by the officer orcommittee who appointed him or her or by the President.

## **3.5.        ****Vacancies.** A vacancy in any officemay be filled for the unexpired term in the manner prescribed in Sections 3.2and 3.3 of these Bylaws for election or appointment to the office.

## **3.6.        ****The President.** The President shallbe the chief executive officer of the Corporation and shall preside at allmeetings of the Board and of the stockholders. Subject to the control of theBoard and the Chairman of the Board, the President shall have generalsupervision over the business of the Corporation and shall have such otherpowers and duties as presidents of corporations usually have or as the Boardassigns to him or her.

## **3.7.        ****Executive Vice President, Senior Vice Presidentand Vice President.** Each Executive Vice President, Senior VicePresident and Vice President shall have such powers and duties as the Board orthe President assigns to him or her.

## **3.8.        ****The Treasurer.** The Treasurer shallperform such duties and shall have such powers as may from time to time beassigned by the Board or President.  Inaddition, the Treasurer shall perform such duties and have such powers as areincident to the office of treasurer, including without limitation the duty andpower to keep and be responsible for all funds and securities of theCorporation, to deposit funds of the Corporation in depositories selected inaccordance with these Bylaws, to disburse such funds as ordered by the Board,to make proper accounts of such funds, and to render as required by the Boardstatements of all such transactions and of the financial condition of theCorporation.

## **3.9.         The Secretary.**The Secretary shall be the secretary of, and keep the minutes of, all meetingsof the Board and of the stockholders, shall be responsible for giving notice ofall meetings of stockholders and of the Board, and shall keep the seal and,when authorized by the Board, apply it to any instrument requiring it. Subjectto the control of the Board, the Secretary shall have such powers and duties asthe Board or the President assigns to him or her. In the absence of theSecretary from any meeting, the minutes shall be kept by the person appointedfor that purpose by the presiding officer.

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## **3.10.       Salaries.**TheBoard may fix the officers’ salaries, if any, or it may authorize the Presidentto fix the salary of any other officer.

# **4.****              STOCKCERTIFICATES AND TRANSFERS.**

## **4.1.        ****Form of Stock Certificates.** Sharesof the Corporation may be represented by certificates or may be uncertificated,but stockholders shall be entitled to receive stock certificates representingtheir shares as provided by law. Stock certificates shall be in such form asthe Board may from time to time determine and shall be signed by the Chairmanof the Board or the President and countersigned by the Treasurer or anAssistant Treasurer or the Secretary or an Assistant Secretary and embossedwith the seal of the Corporation or, if not so signed and sealed, shall bearthe engraved or printed facsimile signatures of the officers authorized to signand the engraved or printed facsimile of the seal of the Corporation. Thedeath, incapacity, resignation or removal of an officer who signed or whosefacsimile signature appears on a stock certificate shall not affect thevalidity of the stock certificate.

## **4.2.        ****Transfers of Record****.** The shares of the Corporation shall, upon thesurrender and cancellation of the certificate or certificates representing thesame, be transferred upon the books of the Corporation at the request of theholder thereof, named in the surrendered certificate or certificates, in personor by his, her or its legal representatives or by his, her or its attorney dulyauthorized by written power of attorney filed with the Corporation or itstransfer agent. In case of loss or destruction of a certificate of stock,another may be issued in lieu thereof in such manner and upon such terms as theBoard shall authorize.

## **4.3.        ****Record Dates.** The Board may set atime, not more than 60 days nor less than 10 days prior to the date of anymeeting of the stockholders, or not more than 60 days prior to the date set forthe payment of any dividend or distribution or the date for the allotment ofrights, or the date when any change or conversion or exchange of shares ofstock will be made or go into effect, as a record date for the determination ofthe stockholders entitled to notice of, or to vote at, any such meeting, orentitled to receive payment of any such dividend or distribution, or to receiveany such allotment of rights, or to exercise the rights in respect to any suchchange, conversion, or exchange of shares of the Corporation. In such case,only such stockholders as shall be stockholders of record on the date so setshall be entitled to notice of, or to vote at, such meeting, or to receive paymentof such dividend or distribution, or to receive such allotment of rights, orexercise such rights, as the case may be, notwithstanding any transfer ofshares of the Corporation on the books of the Corporation after any record dateset as aforesaid.

# **5.****              MISCELLANEOUS.**

## **5.1.        ****Indemnification of Directors, Officers, Employeesand Agents.**  TheCorporation shall indemnify its officers, directors, employees and agents tothe extent permitted by the General Corporation Law of Delaware.

## **5.2.        ****Seal.** TheCorporation shall have a seal that shall contain the words “InSight HealthServices Holdings Corp.” and may be affixed to documents of the Corporation as*prima facie* evidence of the act of the Corporation to theextent provided by law.

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## **5.3.        ****Fiscal Year.**  Thefiscal year of the Corporation shall end on the 30th day of June.

**5.4.         Amendments.**  The Bylaws, as from time to time in effect,may be amended, modified or repealed, in whole or in part, at any time and fromtime to time in any respect either (i) by the stockholders, by theaffirmative vote of the holders of a majority of the outstanding shares ofcommon stock, $.001 par value per share, of the Corporation or (ii) by theBoard, by the affirmative vote of a majority of the entire Board, in eithercase except as otherwise provided by law or by the Certificate ofIncorporation; provided, however, that the affirmative vote ofthe holders of a majority of the outstanding shares of common stock shall berequired for any amendment to Sections 1.4, 1.5, 1.6, 1.7, 1.8, 1.9, 2.2,2.3, 2.7 and this Section 5.4 of these Bylaws.

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