**Exhibit 4.9**

$15,000,000

Senior Secured Floating RateNotes due 2011

REGISTRATION RIGHTS AGREEMENT

Dated as of July 9, 2007

by and among

InSight Health Services Corp.,

InSight Health ServicesHoldings Corp.,

The Subsidiary Guarantorslisted in Schedule A hereto

and

The Purchasers Signatoryhereto

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This Registration Rights Agreement (this “**Agreement**”)is made and entered into as of July 9, 2007, by and among InSight HealthServices Corp., a Delaware corporation (the “**Company**”),InSight Health Services Holdings Corp., a Delaware corporation (“**Holdings**”), the subsidiaries of theCompany listed in Schedule A hereto (the “**Subsidary****Guarantors,**”and, together with Holdings, the “**Guarantors**”),and the Purchasers signatory hereto (each a “**Purchaser**”and, collectively, the “**Purchasers**”),who collectively have purchased $15 million in aggregate principal amount ofthe Company’s Senior Secured Floating Rate Notes due 2011 (the “**Notes**”) pursuant to the PurchaseAgreement, dated as of July 9, 2007, (the “**Purchase Agreement**”),by and among the Company, the Guarantors and the Purchasers.

Capitalized terms used herein and not otherwise defined shall have themeaning assigned to them under the Indenture, dated as of September 22, 2005 (asamended, restated, supplemented or otherwise modified from time to time, the “**Indenture**”) among the Company, the Guarantors and U.S. Bank National Association,as Trustee, relating to the Notes and the Exchange Notes (as defined below).

The parties hereby agree as follows:

Section 1. Definitions.

As used in this Agreement, the following capitalized terms shall havethe following meanings:

**Act**:  The Securities Act of 1933, as amended.

**Affiliate**:  As defined in Rule 144 under the Act.

**Broker-Dealer**:  Any broker or dealer registered under theExchange Act.

**Certificated Securities**:  Definitive Notes, as defined inthe Indenture.

**Commission**:  The Securities and Exchange Commission.

**Consummate**:  An Exchange Offer shall be deemed “Consummated”for purposes of this Agreement upon the occurrence of (a) the filing andeffectiveness under the Act of the Exchange Offer Registration Statementrelating to the Exchange Notes to be issued in the Exchange Offer, (b) themaintenance of such Exchange Offer Registration Statement continuouslyeffective and the keeping of the Exchange Offer open for a period not less thanthe period required pursuant to Section 3(b) hereof and (c) the delivery by theCompany to the Registrar under the Indenture of Exchange Notes in the sameaggregate principal amount as the aggregate principal amount of   Notes tendered by Holders thereof pursuantto the Exchange Offer.

**Consummation Date:**  The date that the joint plan ofreorganization for the Company and Holdings, as confirmed by an order of theUnited States Bankruptcy Court for the District of Delaware in the casecaptioned *In re InSight Health ServicesHoldings Corp., et al,* case no. 07-10700 (BLS), is consummated.

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**Consummation Deadline**:  As defined in Section 3(b)hereof.

**Effective Period:**  As defined in Section 4(a) hereof.

**Effectiveness Deadline**:  The Exchange EffectivenessDeadline or the Shelf Effectiveness Deadline, as the case may be.

**Exchange Act**:  The Securities Exchange Act of 1934, asamended.

**Exchange Notes:**  The Company’s Senior Secured Floating Rate Notes due 2011 to beissued pursuant to the Indenture: (i) in the Exchange Offer or (ii) ascontemplated by Sections 4 and 6(b)(ii) hereof.

**Exchange Effectiveness Deadline**:  Asdefined in Section 3(a) hereof.

**Exchange Filing Deadline**:  Asdefined in Section 3(a) hereof.

**Exchange Offer**:  The exchange and issuance by the Company of aprincipal amount of Exchange Notes (which shall be registered pursuant to theExchange Offer Registration Statement) equal to the outstanding principalamount of Notes that are tendered by such Holders in connection with suchexchange and issuance.

**Exchange Offer Registration Statement**:  TheRegistration Statement relating to the Exchange Offer, including the relatedProspectus.

**Filing Deadline**:  The Exchange Filing Deadline or the ShelfFiling Deadline, as the case may be.

**Holders**:  As defined in Section 2 hereof.

**Prospectus**:  The prospectus included in a RegistrationStatement at the time such Registration Statement is declared effective, asamended or supplemented by any prospectus supplement or free writing prospectusand by all other amendments thereto, including post-effective amendments, andall material incorporated by reference into such Prospectus.

**Recommencement Date**: As defined in Section 6(d) hereof.

**Registration Default**:  As defined in Section 5 hereof.

**Registration Statement**:  Any registration statement ofthe Company relating to (a) an offering of Exchange Notes pursuant to anExchange Offer or (b) the registration for resale of Transfer RestrictedSecurities pursuant to the Shelf Registration Statement, in each case, (i) thatis filed pursuant to the provisions of this Agreement and (ii) including theProspectus contained therein, all amendments and supplements thereto (includingpost-effective amendments and free writing prospectuses) and all exhibits andmaterial incorporated by reference therein.

**Rule 144**: Rule144 promulgated under the Act.

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**Shelf Effectiveness Deadline**:  Asdefined in Section 4(a) hereof.

**Shelf Filing Deadline**:  Asdefined in Section 4(a) hereof.

**Shelf Registration Statement**:  Asdefined in Section 4(a) hereof.

**Suspension Notice**:  As defined in Section 6(d)hereof.

**Transfer Restricted Securities**: Each (A) Note, until the earliest to occur of(i) the date on which such Note is exchanged in the Exchange Offer for anExchange Note which is entitled to be resold to the public by the Holderthereof without complying with the prospectus delivery requirements of the Act,(ii) the date on which such Note has been disposed of in accordance with aShelf Registration Statement (and the purchasers thereof have been issuedExchange Notes), or (iii) the date on which such Note is distributed to thepublic pursuant to Rule 144 under the Act (or similar provisions then ineffect) and (B) Exchange Note held by a Broker-Dealer until the date on whichsuch Exchange Note is disposed of by a Broker-Dealer pursuant to the “Plan ofDistribution” contemplated by the Exchange Offer Registration Statement(including the delivery of the Prospectus contained therein).

Section 2. Holders.  A Person is deemed to be a holder of Transfer RestrictedSecurities (each, a “**Holder**”)whenever such Person owns Transfer Restricted Securities.

Section 3. Registered Exchange Offer.  (a)  Unless the Exchange Offer shall not bepermitted by applicable federal law (after the procedures set forth in Section6(a)(i) below have been complied with), the Company and the Guarantors shall(i) cause the Exchange Offer Registration Statement to be filed with theCommission no later than 60 days after the Consummation Date (such 60th daybeing the “**Exchange****Filing Deadline**”), (ii) usereasonable best efforts to cause such Exchange Offer Registration Statement tobecome effective no later than 120 days after the Consummation Date (such 120thday being the “**Exchange EffectivenessDeadline**”); *provided, that*if such Exchange Offer Registration Statement does not become effective by such120th day as aresult of review and comment by the Commission, the Exchange EffectivenessDeadline shall be extended by an additional 30 days, (iii) in connection withthe foregoing, (A) file all pre-effective amendments to such ExchangeOffer Registration Statement as may be necessary in order to cause it to becomeeffective, (B) file, if applicable, a post-effective amendment tosuch Exchange Offer Registration Statement pursuant to Rule 430A under the Actand (C) cause all necessary filings, if any, in connection with theregistration and qualification of the Exchange Notes to be made under the BlueSky laws of such jurisdictions as are necessary to permit Consummation of theExchange Offer, and (iv) upon the effectiveness of such Exchange OfferRegistration Statement, commence and Consummate the Exchange Offer.  The Exchange Offer shall be on theappropriate form permitting (i) registration of the Exchange Notes to beoffered in exchange for the Notes that are Transfer Restricted Securities and(ii) resales of Exchange Notes by Broker-Dealers that tendered into theExchange Offer Notes that such Broker-Dealer acquired for its own account as aresult of market-making activities or other trading activities (other thanNotes acquired directly from the Company or any of its Affiliates) ascontemplated by Section 3(c) below.

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(b)        The Company and theGuarantors shall use reasonable best efforts to cause the Exchange OfferRegistration Statement to be effective continuously, and shall keep theExchange Offer open, for a period of not less than the minimum period requiredunder applicable federal and state securities laws to Consummate the ExchangeOffer; *provided, however,* that in no eventshall such period be less than 20 Business Days.  The Company and the Guarantors shall causethe Exchange Offer to comply with all applicable federal and state securitieslaws.  No securities other than theExchange Notes shall be included in the Exchange Offer RegistrationStatement.  The Company and theGuarantors shall use reasonable best efforts to cause the Exchange Offer to beConsummated on the earliest practicable date after the Exchange OfferRegistration Statement has become effective, but in no event shall the ExchangeOffer be Consummated later than 30 days thereafter (such 30th day beingthe “**Consummation Deadline**”).

(c)        The Company shallinclude a “Plan of Distribution” section in the Prospectus contained in theExchange Offer Registration Statement and indicate therein that anyBroker-Dealer who holds Transfer Restricted Securities that were acquired forthe account of such Broker-Dealer as a result of market-making activities orother trading activities (other than Notes acquired directly from the Companyor any Affiliate of the Company), may exchange such Transfer RestrictedSecurities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all otherinformation with respect to such sales by such Broker-Dealers that theCommission may require in order to permit such sales pursuant thereto, but such“Plan of Distribution” shall not name any such Broker-Dealer or disclose theamount of Transfer Restricted Securities held by any such Broker-Dealer, exceptto the extent required by the Commission as a result of a change in policy,rules or regulations after the date of this Agreement.  See the Shearman & Sterling no-actionletter (available July 2, 1993).

Because such Broker-Dealer may be deemed to be an “underwriter” within themeaning of the Act and must, therefore, deliver a prospectus meeting therequirements of the Act in connection with its initial sale of any ExchangeNotes received by such Broker-Dealer in the Exchange Offer, the Company and theGuarantors shall permit the use of the Prospectus contained in the ExchangeOffer Registration Statement by such Broker-Dealer to satisfy such prospectusdelivery requirement.  To the extentnecessary to ensure that the prospectus contained in the Exchange OfferRegistration Statement is available for sales of Exchange Notes byBroker-Dealers, the Company and the Guarantors agree to use reasonable bestefforts to keep the Exchange Offer Registration Statement continuouslyeffective, supplemented, amended and current as required by and subject to theprovisions of Sections 6(a) and (c) hereof and in conformity with therequirements of this Agreement, the Act and the policies, rules and regulationsof the Commission as announced from time to time, for a period of 30 days fromthe Consummation Deadline or such shorter period as will terminate when allTransfer Restricted Securities covered by such Registration Statement have beensold pursuant thereto.  The Company shallprovide sufficient copies of the latest version of such Prospectus to suchBroker-Dealers, promptly upon request, and in no event later than one day aftersuch request, at any time during such period.

Section 4. Shelf Registration.  (a)  If (i)the Exchange Offer is not permitted by applicable law (after the Company hascomplied with the procedures set forth in Section 6(a)(i) below) or (ii) if anyHolder of Transfer Restricted Securities shall notify the Company by theConsummation Date that (A) such Holder was prohibited by law or Commissionpolicy from participating in the Exchange Offer or (B) such Holder may notresell the Exchange Notes acquired by it in the 

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Exchange Offer to the public without delivering a prospectus and theProspectus contained in the Exchange Offer Registration Statement is notappropriate or available for such resales by such Holder or (C) such Holder isa Broker-Dealer and holds Notes acquired directly from the Company or any ofits Affiliates, then the Company shall:

(x) cause to be filed within 60 days after the Consummation Date (such60th day, the “**Shelf****FilingDeadline**”), a shelf registration statement pursuant to Rule 415under the Act (the “**Shelf RegistrationStatement**”), relating to such notifying Holder’s TransferRestricted Securities, and

(y) use its reasonable best efforts to cause such Shelf RegistrationStatement to become effective on or prior to 120 days after the ConsummationDate (such 120th day the “**Shelf****Effectiveness Deadline**”); *provided, that* if such Shelf RegistrationStatement does not become effective by such 120th day as aresult of review and comment by the Commission, the Shelf EffectivenessDeadline shall be extended by an additional 30 days.

If, after the Company and the Guarantors have filed an Exchange OfferRegistration Statement that satisfies the requirements of Section 3(a) above,the Company and the Guarantors are required to file and make effective a ShelfRegistration Statement solely because the Exchange Offer is not permitted underapplicable federal law, then the filing of the Exchange Offer RegistrationStatement shall be deemed to satisfy the requirements of clause (x) above; *provided* that, in such event, the Company and the Guarantorsshall remain obligated to meet the Shelf Effectiveness Deadline set forth inclause (y).

To the extent necessary to ensure that the Shelf Registration Statementis available for sales of Transfer Restricted Securities by the Holders thereofentitled to the benefit of this Section 4(a) and the other securities requiredto be registered therein pursuant to Section 6(b)(ii) hereof, the Company andthe Guarantors shall use reasonable best efforts to keep any Shelf RegistrationStatement required by this Section 4(a) continuously effective, supplemented,amended and current as required by and subject to the provisions of Sections6(b) and (c) hereof and in conformity with the requirements of this Agreement,the Act and the policies, rules and regulations of the Commission as announcedfrom time to time, for a period of up to 180 days (the “**Effective Period**”) (as extendedpursuant to this Section 4(a) or Section 6(d)), or such shorter period as willterminate when all Transfer Restricted Securities covered by such ShelfRegistration Statement have been sold pursuant thereto.

Following the 60th day of the Effective Period, the Company shallbe entitled to suspend the use of any effective Registration Statement underthis Section 4 (each such suspension, a “**BlackoutPeriod**”) if the Company determines in good faith that thedistribution of the Notes covered by such Registration Statement wouldmaterially interfere with any pending financing, acquisition or corporatereorganization or other corporate development material to the Company and itssubsidiaries, taken as a whole, or would require premature disclosure thereofand promptly gives the Holders written notice of such determination, containinga statement of the reasons for such postponement, without disclosing specificdetails; provided, however that the Company will be entitled to a maximum oftwo Blackout Periods of up to 30 days each and that any such Blackout Periodused by the Company shall extend the Effective Period by the length of suchBlackout Period.  The Purchasers agree tokeep confidential any information disclosed to them by 

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the Company in connection with the use of a Blackout Period until suchinformation has been publicly disclosed by the Company or a third party.

(b)        Provision by Holdersof Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securitiesmay include any of its Transfer Restricted Securities in any Shelf RegistrationStatement pursuant to this Agreement unless and until such Holder furnishes tothe Company in writing, within 20 days after receipt of a request therefor, theinformation specified in Item 507 or 508, as applicable, of Regulation S-K ofthe Act for use in connection with any Shelf Registration Statement orProspectus or preliminary Prospectus included therein.  No Holder of Transfer Restricted Securitiesshall be entitled to liquidated damages pursuant to Section 5 hereof unless anduntil such Holder shall have provided all such information.  Each selling Holder agrees to promptlyfurnish additional information required to be disclosed in order to make theinformation previously furnished to the Company by such Holder not materiallymisleading.

Section 5. Liquidated Damages. ** **If(i) any Registration Statement required by this Agreement is not filed with theCommission on or prior to the applicable Filing Deadline, (ii) any suchRegistration Statement has not been declared effective by the Commission on orprior to the applicable Effectiveness Deadline, (iii) the Exchange Offer hasnot been Consummated on or prior to the Consummation Deadline or (iv) except aspermitted under the last paragraph of Section 4(a), any Registration Statementrequired by this Agreement is filed and declared effective but shall thereaftercease to be effective or fail to be usable for its intended purpose withoutbeing succeeded within 2 days by a post-effective amendment to suchRegistration Statement that cures such failure and that is itself declaredeffective within 5 days of filing such post-effective amendment to suchRegistration Statement (each such event referred to in clauses (i) through(iv), a “**Registration Default**”), then the Company and theGuarantors hereby jointly and severally agree to pay to each Holder of TransferRestricted Securities affected thereby, for each week or portion thereof thatthe Registration Default continues, liquidated damages in an amount equal tothe product of $6,250 multiplied by a fraction, the numerator of which is theprincipal amount of Transfer Restricted Securities held by such Holder and thedenominator of which is $15,000,000 (such affected Holder’s “**Weekly Amount**”); *provided, that* the maximum amount ofliquidated damages payable to any such affected Holder shall be the product of(x) such affected Holder’s Weekly Amount and (y) 48; and *provided,further* that in noevent shall liquidated damages accrue in respect of any Transfer RestrictedSecurity for more than one Registration Default applicable to such TransferRestricted Security at any given time. Notwithstanding anything to the contrary set forth herein, (1) uponfiling of the Exchange Offer Registration Statement (and/or, if applicable, theShelf Registration Statement), in the case of (i) above, (2) upon theeffectiveness of the Exchange Offer Registration Statement (and/or, ifapplicable, the Shelf Registration Statement), in the case of (ii) above, (3)upon Consummation of the Exchange Offer, in the case of (iii) above, or (4)upon the filing of a post-effective amendment to the Registration Statement oran additional Registration Statement that causes the Exchange OfferRegistration Statement (and/or, if applicable, the Shelf RegistrationStatement) to again be declared effective or made usable in the case of (iv)above, the liquidated damages payable with respect to the Transfer RestrictedSecurities as a result of such clause (i), (ii), (iii) or (iv), as applicable,shall cease to accrue.

All accrued liquidated damages shall be paid to the Holders entitledthereto, in the manner provided for the payment of interest in the Indenture,on each Interest Payment Date, as more fully 

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set forth in the Indenture and the Notes.  Notwithstanding the fact that any securitiesfor which liquidated damages are due cease to be Transfer RestrictedSecurities, all obligations of the Company and the Guarantors to pay liquidateddamages with respect to securities shall survive until such time as suchobligations with respect to such securities shall have been satisfied in full.

Section 6. Registration Procedures.

(a)        Exchange OfferRegistration Statement.  Inconnection with the Exchange Offer, the Company and the Guarantors shall (x)comply with all applicable provisions of Section 6(c) below, (y) use reasonablebest efforts to effect such exchange and to permit the resale of Exchange Notesby Broker-Dealers that tendered into the Exchange Offer Notes that suchBroker-Dealer acquired for its own account as a result of its market-makingactivities or other trading activities (other than Notes acquired directly fromthe Company or any of its Affiliates) being sold in accordance with theintended method or methods of distribution thereof, and (z) comply with all ofthe following provisions:

(i)  If, following the date hereofthere has been announced a change in Commission policy with respect to exchangeoffers such as the Exchange Offer, that in the reasonable opinion of counsel tothe Company raises a substantial question as to whether the Exchange Offer ispermitted by applicable federal law, the Company and the Guarantors herebyagree to seek a no-action letter or other favorable decision from theCommission allowing the Company to Consummate an Exchange Offer for suchTransfer Restricted Securities.  TheCompany and the Guarantors hereby agree to pursue the issuance of such adecision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors herebyagree to take all such other actions as may be requested by the Commission orotherwise required in connection with the issuance of such decision, includingwithout limitation (A) participating in telephonic conferences with theCommission, (B) delivering to the Commission staff an analysis prepared bycounsel to the Company setting forth the legal bases, if any, upon which suchcounsel has concluded that such an Exchange Offer should be permitted and (C)diligently pursuing a resolution (which need not be favorable) by theCommission staff; and

(ii)  As a condition to itsparticipation in the Exchange Offer, each Holder of Transfer RestrictedSecurities (including, without limitation, any Holder who is a Broker-Dealer)shall furnish, upon the request of the Company, prior to the Consummation ofthe Exchange Offer, a written representation to the Company and the Guarantors(which may be contained in the letter of transmittal contemplated by theExchange Offer Registration Statement) to the effect that (A) it is not anAffiliate of the Company, (B) it is not engaged in, and does not intend toengage in, and has no arrangement or understanding with any person toparticipate in, a distribution of the Exchange Notes to be issued in theExchange Offer and (C) it is acquiring the Exchange Notes in its ordinarycourse of business.  As a condition toits participation in the Exchange Offer each Holder using the Exchange Offer toparticipate in a distribution of the Exchange Notes shall acknowledge and agreethat, if the resales are of Exchange Notes obtained by such Holder in exchangefor Notes acquired directly from the Company or an Affiliate thereof, it (1)could not, under Commission policy as in effect on the date of this Agreement,rely on the position of the Commission enunciated in Morgan Stanley and Co.,Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation(available May 13,

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1988), as interpreted in the Commission’s letter to Shearman &Sterling (available July 2, 1993), and similar no-action letters(including, if applicable, any no-action letter obtained pursuant to clause (i)above), and (2) must comply with the registration and prospectus deliveryrequirements of the Act in connection with a secondary resale transaction andthat such a secondary resale transaction must be covered by an effectiveregistration statement containing the selling security holder informationrequired by Item 507 or 508, as applicable, of Regulation S-K; and

(iii)  Prior to effectiveness ofthe Exchange Offer Registration Statement, the Company and the Guarantors shallprovide a supplemental letter to the Commission (A) stating that the Company isregistering the Exchange Offer in reliance on the position of the Commissionenunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and ExxonCapital Holdings Corporation (available May 13, 1988),  as interpreted in the Commission’s letter to Shearman& Sterling (available July 2, 1993), and, if applicable, any no-actionletter obtained pursuant to clause (i) above, (B) including a representationthat neither the Company nor any Guarantor has entered into any arrangement orunderstanding with any Person to distribute the Exchange Notes to be receivedin the Exchange Offer and that, to the best of the Company’s and each Guarantor’sinformation and belief, each Holder participating in the Exchange Offer isacquiring the Exchange Notes in its ordinary course of business and has noarrangement or understanding with any Person to participate in the distributionof the Exchange Notes received in the Exchange Offer and (C) any otherundertaking or representation required by the Commission as set forth in anyno-action letter obtained pursuant to clause (i) above, if applicable.

(b)        Shelf RegistrationStatement.  In connection with theShelf Registration Statement, the Company and the Guarantors shall: 

(i) comply with all the provisions of Section 6(c) below and usereasonable best efforts to effect such registration to permit the sale of theTransfer Restricted Securities being sold in accordance with the intendedmethod or methods of distribution thereof (as indicated in the informationfurnished to the Company pursuant to Section 4(b) hereof), and pursuant theretothe Company and the Guarantors will prepare and file with the Commission aShelf Registration Statement relating to the registration on any appropriateform under the Act, which form shall be available for the sale of the TransferRestricted Securities in accordance with the intended method or methods of distributionthereof within the time periods and otherwise in accordance with the provisionshereof; and

(ii) issue, upon the request of any Holder or purchaser of Notes coveredby any Shelf Registration Statement contemplated by this Agreement, ExchangeNotes having an aggregate principal amount equal to the aggregate principalamount of Notes sold pursuant to the Shelf Registration Statement andsurrendered to the Company for cancellation; the Company shall registerExchange Notes on the Shelf Registration Statement for this purpose and issuethe Exchange Notes to the purchaser(s) of securities subject to the ShelfRegistration Statement in the names as such purchaser(s) shall designate.

(c)        General Provisions.  In connection with any Registration Statementand any related Prospectus required by this Agreement, the Company shall:

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(i)  other than, with respect tothe Shelf Registration Statement, during any Blackout Periods, use itsreasonable best efforts to keep such Registration Statement continuously effectiveand provide all requisite financial statements for the period specified inSection 3 or 4 of this Agreement, as applicable. Except as permitted under thelast paragraph of Section 4(a), upon the occurrence of any event that wouldcause any such Registration Statement or the Prospectus contained therein (A)to contain an untrue statement of material fact or omit to state any materialfact necessary to make the statements therein not misleading or (B) not to beeffective and usable for resale of Transfer Restricted Securities during theperiod required by this Agreement, the Company shall promptly prepare and filean appropriate amendment to such Registration Statement or related Prospectusor any document incorporated therein by reference or file any other documentcuring such defect, and, if Commission review is required for an amendment tothe Registration Statement, use its reasonable best efforts to cause suchamendment to be declared effective as soon as practicable;

(ii)  prepare and file with the Commissionsuch amendments and post-effective amendments to the applicableRegistration Statement as may be necessary to keep such Registration Statementeffective for the applicable period set forth in Section 3 or 4 hereof, as thecase may be; cause the Prospectus to be supplemented by any required Prospectussupplement, and as so supplemented to be filed pursuant to Rule 424 underthe Act, and to comply fully with Rules 424, 430A and 462, as applicable, underthe Act in a timely manner; and comply with the provisions of the Act withrespect to the disposition of all securities covered by such RegistrationStatement during the applicable period in accordance with the intended methodor methods of distribution by the sellers thereof set forth in such RegistrationStatement or supplement to the Prospectus;

(iii)  with respect to a ShelfRegistration Statement, advise each Holder promptly and, if requested by suchHolder, confirm such advice in writing, (A) when the Prospectus or anyProspectus supplement or post-effective amendment has been filed, and, withrespect to any applicable Registration Statement or any post-effectiveamendment thereto, when the same has become effective, (B) of any request bythe Commission for amendments to the Registration Statement or amendments orsupplements to the Prospectus or for additional information relating thereto,(C) of the issuance by the Commission of any stop order suspending theeffectiveness of the Registration Statement under the Act or of the suspensionby any state securities commission of the qualification of the TransferRestricted Securities for offering or sale in any jurisdiction, or theinitiation of any proceeding for any of the preceding purposes, and (D) of theexistence of any fact or the happening of any event that makes any statement ofa material fact made in the Registration Statement, the Prospectus, anyamendment or supplement thereto or any document incorporated by referencetherein untrue, or that requires the making of any additions to or changes inthe Registration Statement in order to make the statements therein notmisleading, or that requires the making of any additions to or changes in theProspectus in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading.  If at any time the Commission shall issue anystop order suspending the effectiveness of the Registration Statement, or anystate securities commission or other regulatory authority shall issue an ordersuspending the qualification or exemption from qualification of the TransferRestricted Securities under state securities or Blue Sky laws, the Company andthe Guarantors shall use reasonable best efforts to obtain the 

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withdrawal or lifting of such order at the earliest possible time;

(iv)  furnish to the Purchasersand, with respect to a Shelf Registration Statement, each selling Holder namedin any Registration Statement or Prospectus in connection with such exchange orsale, if any, before filing with the Commission, copies of any RegistrationStatement or any Prospectus included therein or any amendments or supplementsto any such Registration Statement or Prospectus (including all documentsincorporated by reference after the initial filing of such RegistrationStatement), which documents will be subject to the review and comment of suchHolders in connection with such sale, if any, for a period of at least 3Business Days, and the Company will not file any such Registration Statement orProspectus or any amendment or supplement to any such Registration Statement orProspectus (including all such documents incorporated by reference) to whichsuch Holders shall reasonably object within 3 Business Days after the receiptthereof.  A Holder shall be deemed tohave reasonably objected to such filing if such Registration Statement,amendment, Prospectus or supplement, as applicable, as proposed to be filed,contains an untrue statement of a material fact or omits to state any materialfact necessary to make the statements therein not misleading or fails to complywith the applicable requirements of the Act;

(v)  with respect to a ShelfRegistration Statement, promptly prior to the filing of any document that is tobe incorporated by reference into a Registration Statement or Prospectus,provide copies of such document to each selling Holder, upon such Holder’sreasonable request, in connection with such exchange or sale, if any;

(vi)  with respect to a ShelfRegistration Statement, if requested by any selling Holders in connection with suchsale, promptly include in any Registration Statement or Prospectus, pursuant toa supplement or post-effective amendment if necessary, such information as suchHolders may reasonably request to have included therein, including, withoutlimitation, information relating to the “Plan of Distribution” of the TransferRestricted Securities; and make all required filings of such Prospectussupplement or post-effective amendment as soon as practicable after the Companyis notified of the matters to be included in such Prospectus supplement orpost-effective amendment;

(vii)  with respect to a ShelfRegistration Statement, furnish to each selling Holder in connection with suchexchange or sale, without charge, at least one copy of the RegistrationStatement, as first filed with the Commission, and of each amendment thereto,including all documents incorporated by reference therein and all exhibits(including exhibits incorporated therein by reference);

(viii) with respect to a Shelf Registration Statement, deliver to eachHolder, without charge, as many copies of the Prospectus (including eachpreliminary prospectus) and any amendment or supplement thereto as such Personsreasonably may request; the Company and the Guarantors hereby consent to theuse (in accordance with law. rules, regulations and orders) of the Prospectusand any amendment or supplement thereto by each selling Holder in connectionwith the public offering and the sale of the Transfer Restricted Securitiescovered by the Prospectus or any amendment or supplement thereto;

(ix)  prior to any public offeringof Transfer Restricted Securities, cooperate with the 

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selling Holders and their counsel in connection with the registrationand qualification of the Transfer Restricted Securities under the securities orBlue Sky laws of such jurisdictions as the selling Holders may request and doany and all other acts or things necessary or advisable to enable thedisposition in such jurisdictions of the Transfer Restricted Securities coveredby the applicable Registration Statement; *provided, however*,that neither the Company nor any Guarantor shall be required to register orqualify as a foreign corporation where it is not now so qualified or to takeany action that would subject it to the service of process in suits or totaxation, other than as to matters and transactions relating to theRegistration Statement, in any jurisdiction where it is not now so subject;

(x)  in connection with any saleof Transfer Restricted Securities that will result in such securities no longerbeing Transfer Restricted Securities, cooperate with the Holders to facilitatethe timely preparation and delivery of certificates representing TransferRestricted Securities to be sold and not bearing any restrictive legends; andto register such Transfer Restricted Securities in such denominations and suchnames as the selling Holders may request at least two Business Days prior tosuch sale of Transfer Restricted Securities;

(xi) use reasonable best efforts to cause the disposition of theTransfer Restricted Securities covered by the Registration Statement to beregistered with or approved by such other governmental agencies or authoritiesas may be necessary to enable the seller or sellers thereof to consummate thedisposition of such Transfer Restricted Securities, subject to the provisocontained in clause (ix) above;

(xii) provide a CUSIP number for all Transfer Restricted Securities notlater than the effective date of a Registration Statement covering suchTransfer Restricted Securities and provide the Trustee under the Indenture withcertificates for the Transfer Restricted Securities which are in a formeligible for deposit with The Depository Trust Company; and

(xiii)  otherwise use itsreasonable best efforts to comply with all applicable rules and regulations ofthe Commission, and make generally available to its security holders withregard to any applicable Registration Statement, as soon as practicable, aconsolidated earnings statement meeting the requirements of Rule 158 (whichneed not be audited) covering a twelve-month period beginning after theeffective date of the Registration Statement (as such term is defined inparagraph (c) of Rule 158 under the Act).

The Company and the Guarantors will be deemed not to have used reasonablebest efforts to cause the Exchange Offer Registration Statement or the ShelfRegistration Statement, as the case may be, to become, or to remain, effectiveduring the requisite period if the Company or any of the Guarantors voluntarilyand knowingly takes any action that would, or omits to take any action whichomission would, result in any such Registration Statement not being declaredeffective or in the Holders of Transfer Restricted Securities covered therebynot being able to exchange or offer and sell such Transfer RestrictedSecurities during that period as and to the extent contemplated hereby, unless(x) such action is required by applicable law or (y) such action is taken bythe Company and the Guarantors in good faith and for valid business reasons(but not including avoidance of the Company’s or the Guarantors’, asapplicable, obligations hereunder), including a material corporate transactionor other material corporate development.

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(d)  Restrictions on Selling Holders.  With respect to a Shelf RegistrationStatement, each selling Holder agrees by acquisition of a Transfer RestrictedSecurity that, upon receipt of the notice referred to in Section 6(c)(iii)(C)or any notice from the Company of the existence of any fact or the happening ofany event of the kind described in Section 6(c)(iii)(D) hereof (in each case, a“**Suspension Notice**”), such Holderwill forthwith discontinue disposition of Transfer Restricted Securitiespursuant to the applicable Registration Statement until (i) such selling Holderhas received copies of the supplemented or amended Prospectus contemplated bySection 6(c)(iv) hereof, or (ii) such selling Holder is advised in writing bythe Company that the use of the Prospectus may be resumed, and has receivedcopies of any additional or supplemental filings that are incorporated byreference in the Prospectus (in each case, the “**RecommencementDate**”).  Each Holderreceiving a Suspension Notice hereby agrees that it will either (i) destroy anyProspectuses, other than permanent file copies, then in such Holder’spossession which have been replaced by the Company with more recently datedProspectuses or (ii) deliver to the Company (at the Company’s expense) allcopies, other than permanent file copies, then in such Holder’s possession ofthe Prospectus covering such Transfer Restricted Securities that was current atthe time of receipt of the Suspension Notice. The time period regarding the effectiveness of such RegistrationStatement set forth in Section 3 or 4 hereof, as applicable, shall be extendedby a number of days equal to the number of days in the period from andincluding the date of delivery of the Suspension Notice to the date of deliveryof the Recommencement Date.

Section7.  Registration Expenses.  (a)  All expenses incident to the Company’s andthe Guarantors’ performance of or compliance with this Agreement will be borneby the Company, regardless of whether a Registration Statement becomeseffective, including without limitation: (i) all registration and filing feesand expenses; (ii) all fees and expenses of compliance with federal securitiesand state Blue Sky or securities laws; (iii) all expenses of printing(including printing certificates for the Exchange Notes to be issued in theExchange Offer and printing of Prospectuses), messenger and delivery servicesand telephone; (iv) all fees and disbursements of counsel for the Company and,subject to Section 7(b) below, all reasonable fees and reasonable disbursementsof one counsel for the Holders of Transfer Restricted Securities chosen by theHolders of a majority of the outstanding Transfer Restricted Securities; (v)all application and filing fees in connection with listing the Exchange Noteson a national securities exchange or automated quotation system pursuant to therequirements hereof; and (vi) all fees and disbursements of independentregistered public accountants of the Company (including the expenses of anyspecial audit and comfort letters required by or incident to suchperformance).  Notwithstanding theforegoing, the holders of the Notes being registered shall pay any placementagency fees and commissions and underwriting discounts and commissions andtransfer taxes attributable to the sale of such Notes and the fees anddisbursements of any counsel or other advisors or experts retained by suchholders (severally or jointly), other than the counsel specifically referred toabove.

The Company will, in any event,bear its and the Guarantors’ internal expenses (including, without limitation,all salaries and expenses of its officers and employees performing legal oraccounting duties), the expenses of any annual audit and the fees and expensesof any Person, including special experts, retained by the Company or theGuarantors.

(b)        In connection with any Registration Statement required bythis Agreement (including, without limitation, the Exchange Offer RegistrationStatement and the Shelf 

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Registration Statement), the Company and the Guarantorswill reimburse the Purchasers and the Holders of Transfer Restricted Securitieswho are tendering Notes into the Exchange Offer and/or selling Notes orExchange Notes pursuant to the “Plan of Distribution” contained in the ExchangeOffer Registration Statement or the Shelf Registration Statement, asapplicable, for the reasonable fees and disbursements of not more than onecounsel, who shall be Milbank, Tweed, Hadley& McCloy LLP, unless anotherfirm shall be chosen by the Holders of a majority in principal amount of theTransfer Restricted Securities for whose benefit such Registration Statement isbeing prepared.

Section8.  Indemnification.  (a)       The Company and the Guarantors agree,jointly and severally, to indemnify and hold harmless each Holder, its directors,officers and each Person, if any, who controls such Holder(within the meaning of Section 15 of the Act orSection 20 of the Exchange Act), from and against any and all losses, claims,damages, liabilities, judgments, (including without limitation, any legal orother expenses incurred in connection with investigating or defending anymatter, including any action that could give rise to any such losses, claims,damages, liabilities or judgments and any amount paid in settlement of anylitigation or any investigation or proceeding by any governmental agency orbody, to the extent such settlement amounts are indemnifiable pursuant toSection 8(c) below) arising out of any untrue statement or alleged untruestatement of a material fact contained in any Registration Statement,preliminary prospectus or Prospectus (or any amendment or supplement thereto)provided by the Company or any Guarantor to any Holder or any prospectivepurchaser of Exchange Notes or registered Notes, or caused by any omission oralleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading, except insofar assuch losses, claims, damages, liabilities or judgments are caused by an untruestatement or omission or alleged untrue state­ment or omission that is basedupon information relating to any of the Holders furnished in writing to theCompany by any of the Holders.

(b)        Each Holder of Transfer Restricted Securities agrees,severally and not jointly, to indemnify and hold harmless the Company and theGuarantors, and their respective directors and officers, and each person, ifany, who controls (within the meaning of Section 15 of the Act or Section 20 ofthe Exchange Act) the Company or the Guarantors to the same extent as theforegoing indemnity from the Company and the Guarantors set forth in Section8(a) above, but only with reference to information relating to such Holderfurnished in writing to the Company by such Holder ex­pressly for use in anyRegistration Statement.  In no eventshall any Holder, its directors, officers or any Person who controls suchHolder be liable or responsible for any amount in excess of the net proceedsreceived by such Holder in connection with the sale of Transfer RestrictedSecurities pursuant to a Registration Statement, less the aggregate amount ofany damages that such Holder, its directors, officers or any Person whocontrols such Holder has otherwise been required to pay pursuant to thisSection 8 by reason of such untrue or alleged untrue statement or omission oralleged omission.

(c)        In case any action shall be commenced involving any person inrespect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the “**indemnified party**”), theindemnified party shall promptly notify the person against whom such indemnitymay be sought (the “**indemnifying party**”)in writing and the indemnifying party shall assume the defense of such action,including the employment of counsel reasonably satisfactory to the indemnifiedparty and the payment of all reasonable fees and expenses of such counsel, asincurred (except that in the 

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case of any action in respect of which indemnity may besought pursuant to both Sections 8(a) and 8(b), a Holder shall not be requiredto assume the defense of such action pursuant to this Section 8(c), but mayemploy separate counsel and participate in the defense thereof, but the feesand expenses of such counsel, except as provided below, shall be at the expenseof the Holder).  Any indemnified party shallhave the right to employ separate counsel in any such action and participate inthe defense thereof, but the fees and expenses of such counsel shall be at theexpense of the indemnified party unless (i) the employment of such counselshall have been specifically authorized in writing by the indemnifying party,(ii) the indemnifying party shall have failed to assume the defense of suchaction or employ counsel reasonably satisfactory to the indemnified partywithin a reasonable period of time after notification by the indemnified partyor (iii) the named parties to any such action (including any impleaded parties)include both the indemnified party and the indemnifying party, and theindemnified party shall have been advised by such counsel that there may be oneor more legal defenses available to it which are different from or additionalto those available to the indemnifying party (in which case the indemnifyingparty shall not have the right to assume the defense of such action on behalfof the indemnified party).  In any suchcase, the indemnifying party shall not, in connection with any one action orseparate but substantially similar or related actions in the same jurisdictionarising out of the same general allegations or circumstances, be liable for thefees and expenses of more than one separate firm of attorneys (in addition toany local counsel) for all indemnified parties and all such fees and expensesshall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of theoutstanding principal amount of Transfer Restricted Securities (excludingTransfer Restricted Securities held by the Company or its Affiliates), in thecase of the parties indemnified pursuant to Section 8(a), and by the Companyand Guarantors, in the case of parties indemnified pursuant to Section 8(b).The indemnifying party under this Section 8 shall not be liable for anysettlement of any proceeding effected without its written consent, but if aproceeding for which indemnification is provided hereunder is settled with suchconsent or if there be a final non-appealable judgment for the plaintiff, theindemnifying party agrees to indemnify the indemnified party against any loss,claim, damage, liability or expense by reason of such settlement orjudgment.  No indemnifying party shall,without the prior written consent of the indemnified party, effect anysettlement or compromise of, or consent to the entry of judgment with respectto, any pending or threatened action in respect of which the indemnified partyis or could have been a party and indemnity or contribution may be or couldhave been sought hereunder by the indemnified party, unless such settlement,compromise or judgment (i) includes an unconditional release of the indemnifiedparty from all liability on claims that are or could have been the subjectmatter of such action and (ii) does not include a statement as to or anadmission of fault, culpability or a failure to act, by or on behalf of theindemnified party.

(d)        To the extent that the indemnification provided for in thisSection 8 is unavailable to an indemnified party in respect of any losses,claims, damages, liabilities or judgments referred to therein, then eachindemnifying party, in lieu of indemnifying such indemnified party, shallcontribute to the amount paid or payable by such indemnified party as a resultof such losses, claims, damages, liabilities or judgments, in such proportionas is appropriate to reflect the relative fault of the Company and theGuarantors, on the one hand, and of the Holder, on the other hand, inconnection with the statements or omissions which resulted in such losses,claims, damages, liabilities or judgments, as well as any other relevantequitable considerations.  The relativefault of the Company and the Guarantors, on the one hand, and of the Holder, onthe other hand, shall be determined by reference to, among other things,whether the untrue or alleged untrue statement of a 

14

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material fact or the omission or alleged omission tostate a material fact relates to information supplied by the Company or suchGuarantor, on the one hand, or by the Holder, on the other hand, and theparties’ relative intent, knowledge, access to information and opportunity tocorrect or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims,damages, liabilities and judgments referred to above shall be deemed toinclude, subject to the limitations set forth in the second and third sentencesof Section 8(c), any legal or other fees or expenses reasonably incurred bysuch party in connection with investigating or defending any action or claim.

The Company, the Guarantors andeach Holder agree that it would not be just and equitable if contributionpursuant to this Section 8(d) were determined by pro rata allocation (even ifthe Holders were treated as one entity for such purpose) or by any other methodof alloca­tion which does not take account of the equita­ble considerationsreferred to in the immedi­ately preceding paragraph.  The amount paid or payable by an indemnifiedparty as a result of the losses, claims, damages, liabilities or judgmentsreferred to in the immediately preced­ing paragraph shall be deemed to include,sub­ject to the limitations set forth above, any legal or other expensesincurred by such indemnified party in connection with in­vestigating ordefending any matter, including any action that could have given rise to suchlosses, claims, damages, liabilities or judgments.  Notwithstanding the provisions of thisSection 8, no Holder, its directors, its officers or any Person, if any, whocontrols such Holder shall be required to contribute, in the aggregate, anyamount in excess of the net proceeds received by such Holder in connection withthe sale of Transfer Restricted Securities pursuant to a RegistrationStatement, less the aggregate amount of any damages which such Holder hasotherwise been required to pay pursuant to this Section 8 by reason of suchuntrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Act) shall beentitled to contribution from any person who was not guilty of such fraudulentmisrepresen­tation.  The Holders’obligations to con­tribute pursuant to this Section 8(d) are sev­eral inproportion to the respective principal amount of Transfer Restricted Securitiesheld by each Holder hereunder and not joint.

Section9.  Rule 144A and Rule 144.  TheCompany and each Guarantor agree with each Holder, for so long as any TransferRestricted Securities remain outstanding and during any period in which theCompany (i) is not subject to Section 13 or 15(d) of the Exchange Act, to makeavailable, upon request of any Holder, to such Holder or beneficial owner ofTransfer Restricted Securities in connection with any sale thereof and anyprospective purchaser of such Transfer Restricted Securities designated by suchHolder or beneficial owner, the information required by Rule 144A(d)(4) underthe Act in order to permit resales of such Transfer Restricted Securitiespursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of theExchange Act, to make all filings required thereby in a timely manner in orderto permit resales of such Transfer Restricted Securities pursuant to Rule 144.

Section10.  Miscellaneous.    (a)      Remedies. The Company and the Guarantors acknowledgeand agree that any failure by the Company and/or the Guarantors to comply withtheir respective obligations under Sections 3 and 4 hereof may result inmaterial irreparable injury to the Purchasers or the Holders for which there isno adequate remedy at law, that it will not be possible to measure damages forsuch injuries precisely and that, in the event of any such failure, anyPurchaser or any Holder may seek such relief as may be required to specificallyenforce the 

15

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Company’s and the Guarantors’obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive the defense in anyaction for specific performance that a remedy at law would be adequate.

(b)        No Inconsistent Agreements.  Neither the Company nor any Guarantor will,on or after the date of this Agreement, enter into any agreement with respectto its securities that is inconsistent with the rights granted to the Holdersin this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunderdo not in any way conflict with and are not inconsistent with the rightsgranted to the holders of the Company’s securities under any agreement ineffect on the date hereof.  The Holdershereby acknowledge that the registration rights agreement to be entered into byand among Holdings and certain equity holders of Holdings as of theConsummation Date will not conflict with this Section 10(b).

(c)        Amendments and Waivers.  The provisions of this Agreement may not beamended, modified or supplemented, and waivers or consents to or departuresfrom the provisions hereof may not be given unless (i) in the case of Section 5hereof and this Section 10(c), the Company has obtained the written consent ofHolders of all outstanding Transfer Restricted Securities and (ii) in the caseof all other provisions hereof, the Company has obtained the written consent ofHolders of a majority of the outstanding principal amount of TransferRestricted Securities (excluding Transfer Restricted Securities held by theCompany or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from theprovisions hereof that relates exclusively to the rights of Holders whoseTransfer Restricted Securities are being tendered pursuant to the ExchangeOffer, and that does not affect directly or indirectly the rights of otherHolders whose Transfer Restricted Securities are not being tendered pursuant tosuch Exchange Offer, may be given by the Holders of a majority of theoutstanding principal amount of Transfer Restricted Securities subject to suchExchange Offer.

(d)        Notices.  Allnotices and other communications provided for or permitted hereunder shall bemade in writing by hand-delivery, first-class mail (registered or certified,return receipt requested), facsimile, or air courier guaranteeing overnightdelivery:

(i)  if to a Holder, at theaddress set forth on the records of the Registrar under the Indenture, with acopy to the Registrar under the Indenture; and

(ii)  if to the Company or anyGuarantor:

InSight Health Services Corp.

26250 Enterprise Court

Suite 100

Lake Forest, CA 92630

Facsimile: (949) 462-3703

Attention: General Counsel

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With a copy to:

Kaye Scholer LLP

425 Park Avenue

New York, NY 10022

Facsimile: (212) 836-8689

Attention: Stephen C. Koval, Esq. and Mark S. Kingsley, Esq.

All such notices andcommunications shall be deemed to have been duly given: at the time deliveredby hand, if personally delivered; 5 Business Days after being deposited in themail, postage prepaid, if mailed; when receipt acknowledged, if by facsimile;and on the next business day, if timely delivered to an air courier guaranteeingovernight delivery.

Copies of all such notices,demands or other communications shall be concurrently delivered by the Persongiving the same to the Trustee at the address specified in the Indenture.

(e)        Successors and Assigns.  This Agreement shall inure to the benefit ofand be binding upon the successors and assigns of each of the parties,including without limitation and without the need for an express assignment,subsequent Holders; *provided,*thatnothing herein shall be deemed to permit any assignment, transfer or otherdisposition of Transfer Restricted Securities in violation of the terms hereofor of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer RestrictedSecurities in any manner, whether by operation of law or otherwise, suchTransfer Restricted Securities shall be held subject to all of the terms ofthis Agreement, and by taking and holding such Transfer Restricted Securitiessuch Person shall be conclusively deemed to have agreed to be bound by and toperform all of the terms and provisions of this Agreement, including therestrictions on resale set forth in this Agreement and, if applicable, thePurchase Agreement, and such Person shall be entitled to receive the benefitshereof.

(f)         Counterparts. This Agreement may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed shallbe deemed to be an original and all of which taken together shall constituteone and the same agreement.

(g)        Headings.  Theheadings in this Agreement are for convenience of reference only and shall notlimit or otherwise affect the meaning hereof.

(h)        Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULESTHEREOF.

(i)         Severability. In the event that any one or more of the provisions contained herein, orthe application thereof in any circumstance, is held invalid, illegal orunenforceable, the validity, legality and enforceability of any such provisionin every other respect and of the remaining provisions contained herein shallnot be affected or impaired thereby.

(j)         Entire Agreement. This Agreement is intended by the parties as a final expression of theiragreement and intended to be a complete and exclusive statement of theagreement and understanding of the parties hereto in respect of the subjectmatter contained herein.  There are norestrictions, promises, warranties or undertakings, other than those set forthor referred to herein 

17

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with respect to the registration rights granted withrespect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandingsbetween the parties with respect to such subject matter.

18

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IN WITNESS WHEREOF, the partieshave executed this Agreement as of the date first written above.
| ** ** | **INSIGHT HEALTH SERVICES CORP.**                                     |
|------------|-----------------------------------------------------------------------|
| ** ** | ** **                                                            |
| ** ** | ** **                                                            |   |
|       | By:                                                                   |   | /s/ Mitch C.  Hill |
|       | Name:                                                                 | Mitch C. Hill |
|       | Title:                                                                | Executive Vice President and Chief |
|       |                                                                  | Financial Officer |
|       |                                                                  |   |
| ** ** | **INSIGHT HEALTH SERVICES HOLDINGSCORP.**                             |
| ** ** | ** **                                                            |   |
|       | By:                                                                   |   | /s/ Mitch C.  Hill |
|       | Name:                                                                 | Mitch C. Hill |
|       | Title:                                                                | Executive Vice President and Chief |
|       |                                                                  | Financial Officer |
|       |                                                                  |   |
|       |                                                                  |   |
| ** ** | **WILKES-BARRE IMAGING, L.L.C.**                                      |
| ** ** | ** **                                                            |   |
|       | By:  InSight Health  Corp., as the sole member and  sole manager |
|       |                                                                  |   |
|       | By:                                                                   |   | /s/ Mitch C.  Hill |
|       | Name:                                                                 | Mitch C. Hill |
|       | Title:                                                                | Executive Vice President and Chief |
|       |                                                                  | Financial Officer |
|       |                                                                  |   |
|       |                                                                  |   |
| ** ** | **MRI ASSOCIATES, L.P.**                                              |
| ** ** | ** **                                                            |   |
|       | By:  InSight  Health Corp., as the general partner               |
|       |                                                                  |   |
|       | By:                                                                   |   | /s/ Mitch C.  Hill |
|       | Name:                                                                 | Mitch C. Hill |
|       | Title:                                                                | Executive Vice President and Chief |
|       |                                                                  | Financial Officer |
|       |                                                                  |   |
|       |                                                                  | [Signatures continued on following page] |

 

19

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|            | **VALENCIA MRI, LLC**                               |
|------------|-----------------------------------------------------|
| ** ** | **ORANGE COUNTY REGIONAL PET CENTER-  IRVINE, LLC** |
| ** ** | **SAN FERNANDO VALLEY REGIONAL PET  CENTER, LLC**   |
| ** ** | ** **                                          |   |
|       | By: InSight Health Corp., as the sole member        |
|       |                                                |   |
|       | By:                                                 |   | /s/ Mitch C.  Hill |
|       | Name:                                               | Mitch C. Hill |
|       | Title:                                              | Executive Vice President and Chief |
|       |                                                | Financial Officer |
|       |                                                |   |
|       |                                                |   |
| ** ** | **PARKWAY IMAGING CENTER, LLC**                     |
| ** ** | ** **                                          |   |
|       | By:                                                 |   | /s/ Mitch C.  Hill |
|       | Name:                                               | Mitch C. Hill |
|       | Title:                                              | Manager |
|       |                                                |   |
|       |                                                |   |
|       |                                                | [Signatures continued on following page] |

 

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|            | **INSIGHT HEALTH CORP.**                                |
|------------|---------------------------------------------------------|
| ** ** | **OPEN MRI, INC.**                                      |
| ** ** | **MAXUM HEALTH CORP.**                                  |
| ** ** | **RADIOSURGERY CENTERS, INC.**                          |
| ** ** | **DIAGNOSTIC SOLUTIONS CORP.**                          |
| ** ** | **MAXUM HEALTH SERVICES OF NORTH  TEXAS, INC.**         |
| ** ** | **MAXUM HEALTH SERVICES OF DALLAS,  INC.**              |
| ** ** | **NDDC, INC.**                                          |
| ** ** | **SIGNAL MEDICAL SERVICES, INC.**                       |
| ** ** | **INSIGHT IMAGING SERVICES CORP.**                      |
| ** ** | **COMPREHENSIVE MEDICAL IMAGING,  INC.**                |
| ** ** | **COMPREHENSIVE MEDICAL IMAGING  CENTERS, INC.**        |
| ** ** | **COMPREHENSIVE MEDICAL IMAGING-  BILTMORE, INC.**      |
| ** ** | **COMPREHENSIVE OPEN MRI-EAST MESA,  INC.**             |
| ** ** | **TME ARIZONA, INC.**                                   |
| ** ** | **COMPREHENSIVE MEDICAL IMAGING-  FREMONT, INC.**       |
| ** ** | **COMPREHENSIVE MEDICAL IMAGING-  SAN FRANCISCO, INC.** |
| ** ** | **COMPREHENSIVE OPEN MRI- GARLAND,  INC.**              |
| ** ** | **IMI OF ARLINGTON, INC.**                              |
| ** ** | **COMPREHENSIVE MEDICAL IMAGING-  FAIRFAX, INC.**       |
| ** ** | **IMI OF KANSAS CITY, INC.**                            |
| ** ** | **COMPREHENSIVE MEDICAL IMAGING-  BAKERSFIELD, INC.**   |
| ** ** | **MAXUM HEALTH SERVICES CORP.**                         |
| ** ** | ** **                                              |   |
|       | By:                                                     |   | /s/ Mitch C.  Hill |
|       | Name:                                                   | Mitch C. Hill |
|       | Title:                                                  | Executive Vice President and Chief |
|       |                                                    | Financial Officer |
|       |                                                    |   |
|       |                                                    |   [Signatures continued on following page] |
|            |                                                         |  |  |

 

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|            | **COMPREHENSIVE OPEN MRI-CARMICHAEL/FOLSOM, LLC**                                                          |
|------------|------------------------------------------------------------------------------------------------------------|
| ** ** | **SYNCOR DIAGNOSTICS SACRAMENTO, LLC**                                                                     |
| ** ** | **SYNCOR DIAGNOSTICS BAKERSFIELD, LLC**                                                                    |
| ** ** | ** **                                                                                                 |   |
|       | By: Comprehensive Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers, Inc., as the  partners |
|       |                                                                                                       |   |
|       | By:                                                                                                        |   | /s/ Mitch C.  Hill |
|       | Name:                                                                                                      | Mitch C. Hill |
|       | Title:                                                                                                     | Executive Vice President and Chief |
|       |                                                                                                       | Financial Officer |
|       |                                                                                                       |   |
|       |                                                                                                       |   |
| ** ** | **PHOENIX REGIONAL PET CENTER-**                                                                           |
| ** ** | **THUNDERBIRD,  LLC**                                                                                      |
| ** ** | ** **                                                                                                 |
|       | By: Comprehensive Medical Imaging Centers, Inc.,  as the sole member                                       |
|       |                                                                                                       |
|       | By:                                                                                                        |   | /s/ Mitch C.  Hill |
|       | Name:                                                                                                      | Mitch C. Hill |
|       | Title:                                                                                                     | Executive Vice President and Chief |
|       |                                                                                                       | Financial Officer |
|       |                                                                                                       |   |
|       |                                                                                                       |   |
|       |                                                                                                       | [Signatures continued on following page] |

 

22

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|            | **MESA MRI**                                                                                              |
|------------|-----------------------------------------------------------------------------------------------------------|
| ** ** | **MOUNTAIN VIEW MRI**                                                                                     |
| ** ** | **LOS GATOS IMAGING CENTER**                                                                              |
| ** ** | **WOODBRIDGE MRI**                                                                                        |
| ** ** | **JEFFERSON MRI-BALA**                                                                                    |
| ** ** | **JEFFERSON MRI**                                                                                         |
| ** ** | ** **                                                                                                |
|       | By: Comprehensive Medical Imaging, Inc. and  Comprehensive Medical Imaging Centers, Inc.,  as the members |
|       |                                                                                                      |
|       | By:                                                                                                       |   | /s/ Mitch C.  Hill |
|       | Name:                                                                                                     | Mitch C. Hill |
|       | Title:                                                                                                    | Executive Vice President and Chief |
|       |                                                                                                      | Financial Officer |
|       |                                                                                                      |   |
|       |                                                                                                      |   |
|       |                                                                                                      | [Signatures continued on following page] |

 

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|            | **PURCHASERS:**                                          |
|------------|----------------------------------------------------------|
| ** ** | ** **                                               |   |
| ** ** | ** **                                               |   |
| ** ** | **J.P. MORGAN SECURITIES INC.**                          |
| ** ** | ** **                                               |   |
| ** ** | ** **                                               |   |
|       | By:                                                      |   | /s/ John Abate |
|       | Name:                                                    | John Abate |
|       | Title:                                                   | Managing Director |
|       |                                                     |   |
|       |                                                     |   |
| ** ** | **J.P. MORGAN VENTURES CORPORATION**                     |
| ** ** | ** **                                               |   |
| ** ** | ** **                                               |   |
|       | By:                                                      |   | /s/ Keith J. Stephen |
|       | Name:                                                    | Keith J. Stephen |
|       | Title:                                                   | Vice President As Authorized Signatory |
|       |                                                     |   |
|       |                                                     |   |
| ** ** | **BDCM OPPORTUNITY FUND II, L.P.**                       |
|       | By: BDCM Opportunity Fund II Adviser, L.L.C.,            |
|       | its Investment Manager                                   |
|       |                                                     |   |
|       |                                                     |   |
|       | By:                                                      |   | /s/ Stephen H. Deckoff |
|       | Name:                                                    | Stephen H. Deckoff |
|       | Title:                                                   | Managing Principal |
|       |                                                     |   |
|       |                                                     |   |
| ** ** | **HIGHLAND CREDIT STRATEGIES MASTER  FUND, L.P.**        |
|       | By: Highland General Partner, L.P., its General  Partner |
|       | By: Highland GP Holdings LLC, its General  Partner       |
|       | By: Highland Capital Management, LP, its Sole  Member    |
|       | By: Strand Advisors, Inc., its General Partner           |
|       |                                                     |   |
|       |                                                     |   |
|       | By:                                                      |   | /s/ Mark K. Okada |
|       | Name:                                                    | Mark K. Okada |
|       | Title:                                                   | Executive Vice President Strand Advisors,  Inc., General Partner of Highland Capital  Management, L.P. |

 

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SCHEDULEA

**Subsidiary Guarantors**
| **Subsidiary  Guarantor** | ** ** | **Jurisdiction of Organization** |
|---------------------------|------------|----------------------------------|
| ** **                | ** ** | ** **                       |
| ** **                | ** ** | ** **                       |
| ** **                | ** ** | ** **                       |
| ** **                | ** ** | ** **                       |

 

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