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                                                                    Exhibit 4.10


                                                                  EXECUTION COPY



                                  $300,000,000

                   SENIOR SECURED FLOATING RATE NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                         DATED AS OF SEPTEMBER 22, 2005
                                  BY AND AMONG

                         INSIGHT HEALTH SERVICES CORP.,

                     INSIGHT HEALTH SERVICES HOLDINGS CORP.,

              THE SUBSIDIARY GUARANTORS LISTED IN SCHEDULE A HERETO

                                      -AND-

                         BANC OF AMERICA SECURITIES LLC,

                            CIBC WORLD MARKETS CORP.
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          This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of September 22, 2005, by and among InSight Health Services
Corp., a Delaware corporation (the "COMPANY"), InSight Health Services Holdings
Corp., a Delaware corporation ("HOLDINGS"), the subsidiaries of the Company
listed in Schedule A herein (the "SUBSIDIARY GUARANTORS," and, together with
Holdings, the "GUARANTORS") and Banc of America Securities LLC and CIBC World
Markets Corp. (the "PURCHASERS"). The Company is offering and selling to the
Purchasers the Company's Senior Secured Floating Rate Notes due 2011 (the
"NOTES") pursuant to the Purchase Agreement, dated September 16, 2005 (the
"PURCHASE AGREEMENT"), by and among the Company, the Guarantors and the
Purchasers.

          Capitalized terms used herein and not otherwise defined herein shall
have the meaning assigned to them under the indenture dated the date hereof (the
"INDENTURE") among the Company, the Guarantors named therein and U.S. Bank
National Association, as trustee (the "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 have the 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 the Exchange Act.

          CERTIFICATED SECURITIES: Definitive Notes, as defined in the
Indenture.

          CLOSING DATE: The date hereof.

          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 and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Notes tendered by Holders
thereof pursuant to the Exchange Offer.

          CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

          EFFECTIVENESS DEADLINE: As defined in Section 3(a) hereof.

          EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.


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          EXCHANGE NOTES: The Company's Senior Secured Floating Rate Notes due
2011 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii)
as contemplated by Section 4 hereof.

          EXCHANGE OFFER: The exchange and issuance by the Company of a
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Notes that are tendered by such Holders in connection with such exchange and
issuance.

          EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

          EXEMPT RESALES: The transactions in which the Purchasers propose to
sell the Notes to certain "qualified institutional buyers," as such term is
defined in Rule 144A under the Act and pursuant to Regulation S under the Act.

          FILING DEADLINE: As defined in Section 3(a) hereof.

          HOLDERS: As defined in Section 2 hereof.

          PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all 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 of the Company and
the Guarantors relating to (a) an offering of Exchange Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

          REGULATION S: Regulation S promulgated under the Act.

          RULE 144: Rule 144 promulgated under the Act.

          SHELF EFFECTIVENESS DEADLINE: As defined in Section 4(a) hereof.

          SHELF FILING DEADLINE: As defined in Section 4(a) hereof.

          SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

          SUSPENSION NOTICE: As defined in Section 6(d) hereof.

          TIA: The Trust Indenture Act of 1939 as in effect on the date of the
Indenture.


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          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
an Exchange Note which is entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the Act,
(ii) the date on which such Note has been disposed of in accordance with a Shelf
Registration Statement (and the purchasers thereof have been issued Exchange
Notes) or (iii) the date on which such Note is distributed to the public
pursuant to Rule 144 under the Act or is saleable pursuant to Rule 144(k) under
the Act (or similar provisions then in effect) and (B) Exchange Note held by a
Broker-Dealer until the date on which such Exchange Note is disposed of by a
Broker-Dealer pursuant to the "Plan of Distribution" 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
Restricted Securities (each, a "Holder") whenever such Person owns Transfer
Restricted Securities.

          Section 3. Registered Exchange Offer. (a) Unless the Exchange Offer
shall not be permitted by applicable federal law (after the procedures set forth
in Section 6(a)(i) below have been complied with), the Company and the
Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 120 days after the Closing Date (such 120th day being the
"FILING DEADLINE"), (ii) use its best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but in
no event later than 180 days after the Closing Date (such 180th day being the
"EFFECTIVENESS DEADLINE") and (iii) in connection with the foregoing, (A) file
all pre-effective amendments to such Exchange Offer Registration Statement as
may be necessary in order to cause it to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting (i) registration of the Exchange Notes to be offered in exchange
for the Notes that are Transfer Restricted Securities and (ii) resales of
Exchange Notes by any Broker-Dealer that tendered Notes into the Exchange Offer
that such Broker-Dealer acquired for its own account as a result of market
making activities or other trading activities (other than Notes acquired
directly from the Company or any of their respective Affiliates) as contemplated
by Section 3(c) below.

          (b) The Company and the Guarantors shall use their respective
reasonable best efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 30 days. The Company and the Guarantors
shall cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement. The Company and the Guarantors
shall use their respective reasonable best efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no


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event later than 45 days thereafter, and in no event shall such Exchange Offer
be Consummated later than 210 days after the Closing Date (such 210th day being
the "CONSUMMATION DEADLINE").

          (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any of their respective Affiliates), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to 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-action letter (available
July 2, 1993).

          Because any such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement through the Consummation Deadline and thereafter as
provided in the remainder of this paragraph. To the extent necessary to ensure
that the prospectus contained in the Exchange Offer Registration Statement is
available for sales of Exchange Notes by any Broker-Dealer that acquired
Exchange Notes as a result of market-making or similar activities such that the
Broker-Dealer would be required to deliver a prospectus under the Act upon a
subsequent sale or other disposition of the Exchange Notes, then the Company and
the Guarantors agree to use their respective reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Section 6(a)
and (c) hereof and in conformity with the requirements of this Agreement, the
Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of 180 days (as extended pursuant to Section 6(d)(i))
from the Consummation Deadline or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold pursuant thereto if any such Broker-Dealer desiring such action shall
notify the Company in writing that such Broker-Dealer acquired Exchange Notes as
a result of market-making or other similar activities such that the
Broker-Dealer would be required to deliver a prospectus under the Act upon a
subsequent sale or other disposition of the Exchange Notes. The Company and the
Guarantors shall provide copies of the latest version of such Prospectus to such
Broker-Dealers, in such number as such Broker-Dealers may reasonably request
promptly upon such request, and in no event later than two Business Days after
the date of such 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 and the Guarantors have complied
with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of
Transfer Restricted Securities shall notify the


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Company in writing within 30 days following the Consummation Deadline that (A)
such Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Notes acquired directly from the Company or any of their
Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to
the Consummation Deadline, then the Company and the Guarantors shall: (x) cause
to be filed, on or prior to 45 days after the earliest of (i) the date on which
the Company determines that the Exchange Offer Registration Statement cannot be
filed as a result of clause (a)(i) above, (ii) the date on which the Company
receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange
Offer has not been consummated on or prior to the Consummation Deadline, the
Consummation Deadline (such earliest date, the "SHELF FILING DEADLINE"), a shelf
registration statement pursuant to Rule 415 under the Act (which may be an
amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION
STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use
their respective best efforts to cause such Shelf Registration Statement to
become effective on or prior to 90 days after the Shelf Filing Deadline for the
Shelf Registration Statement (such 90th day the "SHELF EFFECTIVENESS DEADLINE").

          If, after the Company and the Guarantors filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company and the Guarantors are required to file and make effective a Shelf
Registration Statement solely because the Exchange Offer is not permitted under
applicable federal law (i.e., clause (a)(i) above), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy the
requirements of clause (x) above; provided that, in such event, the Company and
the Guarantors shall remain obligated to use best efforts to meet the Shelf
Effectiveness Deadline set forth in clause (y) above.

          To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use their respective best efforts
to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Sections 6(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 announced from time to time, for a period of at
least two years (as extended pursuant to Section 6(c)(i)) following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto.

          (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be


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entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. Each selling Holder agrees
to promptly furnish additional information required to be disclosed in order to
make the information previously furnished to the Company by such Holder not
materially misleading. The Company shall not be obligated to supplement such
Shelf Registration Statement after it has been declared effective by the
Commission more than one time per quarterly period solely to reflect additional
Holders.

          Section 5. Liquidated Damages. If (i) the Exchange Offer Registration
Statement required by this Agreement is not filed with the Commission on or
prior to the Filing Deadline, (ii) such Exchange Offer Registration Statement
has not been declared effective by the Commission on or prior to the
Effectiveness Deadline or the Exchange Offer has not been Consummated on or
prior to the Consummation Deadline or (iii) a Shelf Registration Statement has
not been declared effective on or prior to the Shelf Effectiveness Deadline
(each such event referred to in clauses (i) through (iii), a "REGISTRATION
DEFAULT"), then the Company will pay to each Holder of Transfer Restricted
Securities affected thereby liquidated damages in an amount equal to $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default
continues for the first 30-day period immediately following the occurrence of a
Registration Default referred to in clause (i) above or for the first 90-day
period following the occurrence of a Registration Default referred to in clauses
(ii) and (iii) above. The amount of the liquidated damages shall increase by an
additional $.05 per week per $1,000 in principal amount of Transfer Restricted
Securities with respect to each subsequent 30-day period in the case of clause
(i) above or 90-day period in the case of clauses (ii) or (iii) above until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages of $.30 per week per $1,000 in principal amount of Transfer Restricted
Securities. Notwithstanding anything to the contrary set forth herein, (1) upon
filing of the Exchange Offer Registration Statement, in the case of (i) above,
(2) upon the effectiveness of the Exchange Offer Registration Statement and the
Consummation of the Exchange Offer, in the case of (ii) above or (3) upon
effectiveness of the Shelf Registration Statement, in the case of (iii) above,
as applicable, the liquidated damages payable with respect to the Transfer
Restricted Securities as a result of such clause (i), (ii) or (iii), as
applicable, shall cease to accrue.

          All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay accrued liquidated damages with respect to
such securities shall survive until such time as such obligations with respect
to such securities shall have been satisfied in full.

          Section 6. Registration Procedures.

          (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective reasonable
best efforts to effect such exchange and to permit the resale of Exchange Notes
by any Broker-Dealer that tendered in the Exchange Offer Notes that such
Broker-Dealer acquired for its own account as a result of its market making


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activities or other trading activities (other than Notes acquired directly from
the Company or any of their Affiliates) being sold in accordance with the
intended method or methods of distribution thereof, and (z) comply with all of
the following provisions:

          (i) If, following the date hereof there has been announced a change in
     Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company and the Guarantors hereby agree to seek
     a no-action letter or other favorable decision from the Commission allowing
     the Company and the Guarantors to Consummate an Exchange Offer for such
     Transfer Restricted Securities. The Company and the Guarantors hereby agree
     to pursue the issuance of such a decision to the Commission staff level,
     but shall not be required to take commercially unreasonable action to
     effect a change of Commission policy. In connection with the foregoing, the
     Company and the Guarantors hereby agree to take all such other actions as
     may be requested by the Commission or otherwise reasonably required in
     connection with the issuance of such decision, including without limitation
     (A) participating in telephonic conferences with the Commission, (B)
     delivering to the Commission staff an analysis prepared by counsel to the
     Company setting forth the legal bases, if any, upon which such counsel has
     concluded that such an Exchange Offer should be permitted and (C)
     diligently pursuing a resolution (which need not be favorable) by the
     Commission staff.

          (ii) As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker-Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company and the Guarantors (which may be contained in
     the letter of transmittal contemplated by the Exchange Offer Registration
     Statement) to the effect that (A) it is not an Affiliate of the Company,
     (B) it is not engaged in, and does not intend to engage in, and has no
     arrangement or understanding with any person to participate in, a
     distribution of the Exchange Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Exchange Notes in its ordinary course of business.
     As a condition to its participation in the Exchange Offer each Holder using
     the Exchange Offer to participate in a distribution of the Exchange Notes
     shall acknowledge and agree that if the resales are of Exchange Notes
     obtained by such Holder in exchange for 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, 1988), as
     interpreted in the Commission's letter to Shearman & Sterling dated 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 delivery requirements of the
     Act in connection with a secondary resale transaction and that such a
     secondary resale transaction must be covered by an effective registration
     statement containing the selling security holder information required by
     Item 507 or 508, as applicable, of Regulation S-K.


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          (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall provide a supplemental
     letter to the Commission (A) stating that the Company and the Guarantors
     are registering the Exchange Offer in reliance on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and, if applicable, any no-action letter obtained pursuant to clause
     (i) above, (B) including a representation that neither the Company nor any
     Guarantor has entered into any arrangement or understanding with any Person
     to distribute the Exchange Notes to be received in the Exchange Offer and
     that, to the best of the Company's and each Guarantor's information and
     belief, each Holder participating in the Exchange Offer is acquiring the
     Exchange Notes in its ordinary course of business and has no arrangement or
     understanding with any Person to participate in the distribution of the
     Exchange Notes received in the Exchange Offer and (C) any other undertaking
     or representation required by the Commission as set forth in any no-action
     letter obtained pursuant to clause (i) above, if applicable.

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

          (i) comply with all the provisions of Section 6(c) below and use their
     respective reasonable best efforts to effect such registration to permit
     the sale of the Transfer Restricted Securities being sold in accordance
     with the intended method or methods of distribution thereof (as indicated
     in the information furnished to the Company pursuant to Section 4(b)
     hereof), and pursuant thereto the Company and the Guarantors will prepare
     and file with the Commission a Registration Statement relating to the
     registration on any appropriate form under the Act, which form shall be
     available for the sale of the Transfer Restricted Securities in accordance
     with the intended method or methods of distribution thereof within the time
     periods and otherwise in accordance with the provisions hereof, and

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

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

          (i) use their respective reasonable best efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements for the period specified in Section 3 or 4 of this
     Agreement, as applicable. Upon the occurrence of any event that would cause
     any such Registration Statement or the Prospectus


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     contained therein (A) to contain an untrue statement of material fact or
     omit to state any material fact necessary to make the statements therein
     (in light of the circumstances under which they were made) not misleading
     or (B) not to be effective and usable for resale of Transfer Restricted
     Securities during the period required by this Agreement, the Company and
     the Guarantors shall file promptly an appropriate amendment to such
     Registration Statement curing such defect, and, if Commission review is
     required, use their respective reasonable best efforts to cause such
     amendment to be declared effective as soon as practicable.

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

          (iii) with respect to a Shelf Registration Statement, advise each
     selling Holder promptly and, if requested by such selling Holder, confirm
     such advice in writing, (A) when the Prospectus or any Prospectus
     supplement or post-effective amendment has been filed, and, with respect to
     any applicable Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or amendments or
     supplements to the Prospectus or for additional information relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement under the Act or of the
     suspension by any state securities commission of the qualification of the
     Transfer Restricted Securities for offering or sale in any jurisdiction, or
     the initiation of any proceeding for any of the preceding purposes, (D) of
     the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement in order to make
     the statements therein not misleading, or that requires the making of any
     additions to or changes in the Prospectus in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading. If at any time the Commission shall issue any stop order
     suspending the effectiveness of the Registration Statement, or any state
     securities commission or other regulatory authority shall issue an order
     suspending the qualification or exemption from qualification of the
     Transfer Restricted Securities under state securities or Blue Sky laws, the
     Company and the Guarantors shall use their respective reasonable best
     efforts to obtain the withdrawal or lifting of such order at the earliest
     possible time;

          (iv) subject to Section 6(c)(i), if any fact or event contemplated by
     Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
     supplement or post-effective


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     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading;

          (v) furnish to the Purchasers and, with respect to a Shelf
     Registration Statement, each selling Holder named in any Registration
     Statement or Prospectus in connection with such exchange or sale, if any,
     before filing with the Commission, copies of any Registration Statement or
     any Prospectus included therein or any amendments or supplements to any
     such Registration Statement or Prospectus (including all documents
     incorporated by reference after the initial filing of such Registration
     Statement), which documents will be subject to the review and comment of
     such Holders in connection with such sale, if any, for a period of at least
     five Business Days, and the Company will not file any such Registration
     Statement or Prospectus or any amendment or supplement to any such
     Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object
     within five Business Days after the receipt thereof. A Holder shall be
     deemed to have 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 material fact necessary to make the statements therein (in light
     of the circumstances under which they were made) not misleading or fails to
     comply with the applicable requirements of the Act;

          (vi) with respect to a Shelf Registration Statement, promptly prior to
     the filing of any document that is to be incorporated by reference into a
     Registration Statement or Prospectus, provide copies of such document to
     each selling Holder, upon such selling Holder's reasonable request, in
     connection with such exchange or sale, if any;

          (vii) with respect to a Shelf Registration Statement, subject to
     appropriate confidentiality agreements being entered into, make available,
     at reasonable times, for inspection by each selling Holder and any attorney
     or accountant retained by such Holders, all financial and other records,
     pertinent corporate documents of the Company and the Guarantors and cause
     at reasonable times the Company's and the Guarantors' officers, directors
     and employees to supply all information reasonably requested by any such
     Holder, attorney or accountant at reasonable times in connection with such
     Registration Statement or any post-effective amendment thereto subsequent
     to the filing thereof and prior to its effectiveness;

          (viii) with respect to a Shelf Registration Statement, if requested by
     any selling Holders in connection with such sale, promptly include in any
     Registration Statement or Prospectus, pursuant to a supplement or
     post-effective amendment if necessary, such information as such Holders may
     reasonably request to have included therein, including, without limitation,
     information relating to the "Plan of Distribution" of the Transfer
     Restricted Securities; and make all required filings of such Prospectus
     supplement or


                                       11
<PAGE>
     post-effective amendment as soon as reasonably practicable after the
     Company is notified of the matters to be included in such Prospectus
     supplement or post-effective amendment;

          (ix) with respect to a Shelf Registration Statement, furnish to each
     selling Holder in connection with such exchange or sale, without charge, at
     least one copy of the Registration Statement, 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);

          (x) with respect to a Shelf Registration Statement, deliver to each
     Holder, without charge, as many copies of the Prospectus (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Holder reasonably may request; the Company and the Guarantors hereby
     consent to the use (in accordance with law, rules, regulations and orders)
     of the Prospectus and any amendment or supplement thereto by each selling
     Holder in connection with the public offering and the sale of the Transfer
     Restricted Securities covered by the Prospectus or any amendment or
     supplement thereto;

          (xi) upon the request of any Holders who collectively hold an
     aggregate principal amount of Notes in excess of 20% of the outstanding
     Transfer Restricted Securities (the "REQUESTING HOLDERS") enter into an
     underwriting agreement and make such representations and warranties and
     take all such other actions in connection therewith as may be reasonable
     and customary in underwritten offerings in order to expedite or facilitate
     the disposition of the Transfer Restricted Securities pursuant to any
     applicable Registration Statement contemplated by this Agreement as may be
     reasonably requested by any Requesting Holder in connection with any sale
     or resale pursuant to any applicable Registration Statement. In such
     connection, the Company and the Guarantors shall:

               (A) upon request of any Requesting Holder furnish (or in the case
          of paragraphs (2) and (3) below, use their best efforts to cause to be
          furnished) to each Requesting Holder, upon Consummation of the
          Exchange Offer or upon the effectiveness of the Shelf Registration
          Statement, as the case may be:

                    (1) a certificate, dated such date, signed on behalf of the
               Company and each Guarantor by (x) the President or any Vice
               President and (y) a principal financial or accounting officer of
               the Company, and such Guarantor, confirming, as of the date
               thereof, the matters set forth in Section 5(e) of the Purchase
               Agreement and such other similar matters as such Holders may
               reasonably request;

                    (2) an opinion, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Company, covering matters similar to those set forth in
               paragraphs (b), (c) and (d) of Section 5 of the Purchase
               Agreement and Exhibits A, B and C thereto, subject to the same
               conditions with respect thereto and to the delivery thereof and
               such other matter as such Requesting Holder may reasonably
               request which are


                                       12
<PAGE>
               customarily covered in Company counsel opinions to underwriters
               in underwritten public offerings, and in any event including a
               statement to the effect that such counsel has participated in
               conferences with officers and other representatives of the
               Company and the Guarantors, representatives of the independent
               public accountants for the Company and the Guarantors and have
               considered the matters required to be stated therein and the
               statements contained therein, although such counsel has not
               independently verified the accuracy, completeness or fairness of
               such statements; and that such counsel advises that, on the basis
               of the foregoing (relying as to materiality to the extent such
               counsel deems appropriate upon the statements of officers and
               other representatives of the Company and the Guarantors) and
               without independent check or verification), no facts came to such
               counsel's attention that caused such counsel to believe that the
               applicable Registration Statement, at the time such Registration
               Statement or any post-effective amendment thereto became
               effective and, in the case of the Exchange Offer Registration
               Statement, as of the date of Consummation of the Exchange Offer,
               contained an untrue statement of a material fact or omitted to
               state a material fact required to be stated therein or necessary
               to make the statements therein not misleading, or that the
               Prospectus contained in such Registration Statement as of its
               date and, in the case of the opinion dated the date of
               Consummation of the Exchange Offer, as of the date of
               Consummation, contained an untrue statement of a material fact or
               omitted to state a material fact necessary in order to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading. Without limiting the foregoing,
               such counsel may state further that such counsel assumes no
               responsibility for, and has not independently verified, the
               accuracy, completeness or fairness of the financial statements,
               notes and schedules and other financial data and statistical data
               included in any Registration Statement contemplated by this
               Agreement or the related Prospectus; and

                    (3) customary comfort letter or letters, as the case may be,
               as of the date of effectiveness of the Shelf Registration
               Statement from the Company's independent accountants and from any
               other accountants which have audited or reviewed the financial
               statements of any other entity or entities included or
               incorporated by reference in the Registration Statement, in each
               case, in the customary form and covering matters of the type
               customarily covered in comfort letters to underwriters in
               connection with underwritten public offerings, delivered
               according to Statement of Auditing Standards Nos. 71, 72, 76 and
               100 (or any successor bulletins), with respect to the audited and
               unaudited financial statements and other financial information
               included or incorporated by reference in the Registration
               Statement; and

               (B) deliver such other documents and certificates as may be
          reasonably requested by the selling Holders to evidence compliance
          with the matters covered


                                       13
<PAGE>
          in clause (A) above and with any customary conditions contained in the
          any agreement entered into by the Company and the Guarantors pursuant
          to this clause (xi);

          (xii) prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders and their counsel in connection with the
     registration and qualification of the Transfer Restricted Securities under
     the securities or Blue Sky laws of such jurisdictions as the selling
     Holders may reasonably request and do any and all other acts or things
     necessary or advisable to enable the disposition in such jurisdictions of
     the Transfer Restricted Securities covered by the applicable Registration
     Statement; provided, however, that neither the Company nor any Guarantor
     shall be required to register or qualify as a foreign corporation where it
     is not now so qualified or to take any action that would subject it to the
     service of process in suits or to taxation, other than as to matters and
     transactions relating to the Registration Statement, in any jurisdiction
     where it is not now so subject;

          (xiii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not bearing any restrictive legends; and to register such
     Transfer Restricted Securities in such denominations and such names as the
     selling Holders may request at least two Business Days prior to any sale of
     such Transfer Restricted Securities;

          (xiv) use their respective best efforts to cause the disposition of
     the Transfer Restricted Securities covered by the Registration Statement to
     be registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities, subject
     to the proviso contained in clause (xii) above;

          (xv) provide a CUSIP number for all Transfer Restricted Securities not
     later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with certificates for the Transfer Restricted Securities which are in a
     form eligible for deposit with The Depository Trust Company;

          (xvi) otherwise use their respective reasonable best efforts to comply
     with all applicable rules and regulations of the Commission, and make
     generally available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act);

          (xvii) cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee to
     effect such changes to the Indenture


                                       14
<PAGE>
     as may be required for such Indenture to be so qualified in accordance with
     the terms of the TIA; and execute and use its best efforts to cause the
     Trustee to execute, all documents that may be required to effect such
     changes and all other forms and documents required to be filed with the
     Commission to enable such Indenture to be so qualified in a timely manner;

          (xviii) provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act if not obtainable from the Commission;
     and

          (xix) the Company and the Guarantors will be deemed not to have used
     their reasonable best efforts to cause the Exchange Offer Registration
     Statement or the Shelf Registration Statement, as the case may be, to
     become, or to remain, effective during the requisite period if the Company
     or any of the Guarantors voluntarily and knowingly takes any action that
     would, or omits to take any action which omission would, result in any such
     Registration Statement not being declared effective or in the Holders of
     Registrable Securities covered thereby not being able to exchange or offer
     and sell such Registrable Securities during that period as and to the
     extent contemplated hereby, unless (i) such action is required by
     applicable law or (ii) such action is taken by the Company and the
     Guarantors in good faith and for valid business reasons (but not including
     avoidance of the Company's or the Guarantors', as applicable, obligations
     hereunder), including a material corporate transaction, so long as the
     Company and the Guarantors promptly comply with the requirements of Section
     6(c)(iv) thereof, if applicable.

          (d) Restrictions on Selling Holders. With respect to a Shelf
Registration Statement, each selling Holder agrees by acquisition of a Transfer
Restricted Security 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 of any event of the kind described in Section 6(c)(iii)(D) hereof, or
upon receipt of a notice from the Company pending the announcement of a material
corporate transaction that the Shelf Registration Statement is unusable (in each
case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition
of Transfer Restricted Securities pursuant to the applicable Registration
Statement until (i) such selling Holder has received copies of the supplemented
or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such
selling Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Prospectuses or (ii) deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of the Suspension
Notice. The time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by a number of days equal to the number of days in the period from and including
the date of delivery of the Suspension Notice to the date of delivery of the
Recommencement Date.


                                       15
<PAGE>
          Section 7. Registration Expenses. (a) All expenses incident to the
Company's and the Guarantors' performance of or compliance with this Agreement
will be borne, jointly and severally, by the Company and the Guarantors,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Exchange Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and the Guarantors and, subject to
Section 7(b) below, one counsel for the Holders of Transfer Restricted
Securities chosen by the Holders of a majority of the outstanding Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing the Exchange Notes on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the
Guarantors (including the expenses of any special audit and comfort letters
required by or incident to such performance).

          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 or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

          (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Purchasers and the Holders of Transfer Restricted Securities
who are tendering Notes into the Exchange Offer and/or selling or reselling
Notes or Exchange Notes pursuant to the "Plan of Distribution" contained in the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one
counsel, who shall be Shearman & Sterling LLP unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

          Section 8. Indemnification. (a) The Company and the Guarantors agree,
jointly and severally, to indemnify and hold harmless each Holder, its
directors, officers, any underwriter in any underwritten public offering of
Transfer Restricted Securities pursuant to a Shelf Registration Statement and
each Person, if any, who controls such Holder or underwriter (within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act), from and against
(i) any and all loss, liability, claim, damage and expense whatsoever, as
incurred, arising out of any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment or
supplement thereto) pursuant to which Transfer Restricted Securities are
registered under the Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading or arising
out of any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not


                                       16
<PAGE>
misleading; (ii) any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, provided that (subject to Section 8(d) below) any such
settlement is effected with the written consent of the Company and the
Guarantors; and (iii) any and all expenses whatsoever, as incurred (including
the fees and disbursements of counsel chosen by any indemnified party, subject
to the limitations in Section 8(c) below), reasonably incurred in investigating,
preparing or defending against any litigation or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not paid
under subparagraph (i) or (ii) above; provided, however, that this indemnity
agreement shall not apply to any loss, liability, claim, damage or expense to
the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Company and the Guarantors by any Purchaser, such
Holder or such underwriter expressly for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto);
provided, further, that the Company will not be liable to any Purchaser, Holder
(in its capacity as Holder) or underwriter (or any person who controls such
party within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act) with respect to any such untrue statement or alleged untrue statement or
omission or alleged omission made in any preliminary Prospectus to the extent
that the Company shall sustain the burden of proving that any such loss,
liability, claim, damage or expense resulted from the fact that such Purchaser,
Holder (in its capacity as Holder) or underwriter, as the case may be, sold
Transfer Restricted Securities to a Person to whom such Purchaser, Holder (in
its capacity as Holder) or underwriter, as the case may be, failed to send or
give, at or prior to the written confirmation of the sale of such Transfer
Restricted Securities a copy of the final Prospectus (as amended or
supplemented) if the Company has previously furnished copies thereof
(sufficiently in advance of the closing of such sale to allow for distribution
of the final Prospectus in a timely manner) to such Purchaser, Holder (in its
capacity as Holder) or underwriter, as the case may be, and the loss, liability,
claim, damage or expense of such Purchaser, Holder (in its capacity as Holder)
or underwriter, as the case may be, resulted solely from an untrue statement or
omission or alleged untrue statement or omission of a material fact contained in
or omitted from such preliminary Prospectus which was corrected in the final
Prospectus.

          (b) Each Holder of Transfer Restricted Securities agrees, severally
and not jointly, to indemnify and hold harmless the Company and the Guarantors,
and their respective directors and officers, and each person, if any, who
controls (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Company, or the Guarantors to the same extent as the foregoing
indemnity from the Company and the Guarantors set forth in section (a) above,
but only with reference to information relating to such Holder furnished in
writing to the Company by such Holder expressly for use in any Registration
Statement. In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has


                                       17
<PAGE>
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

          (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party within a reasonable period of time after notification by the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed
promptly following receipt of invoice therefor as they are incurred. Such firm
shall be designated in writing by a majority of the Holders, in the case of the
parties indemnified pursuant to Section 8(a), and by the Company and Guarantors,
in the case of parties indemnified pursuant to Section 8(b). The indemnifying
party under this Section 8 shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final non-appealable judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party against any loss,
claim, damage, liability or expense by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 8(c) hereof, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the final terms of such proposed settlement as soon as practicable prior to such
settlement being entered into and (iii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have


                                       18
<PAGE>
been a party and indemnity was or could have been sought hereunder by such
indemnified party, unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding.

          (d) To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantors, on the one hand, and the Holders, on the other hand, from their
sale of Transfer Restricted Securities or (ii) if the allocation provided by
clause 8(d)(i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors, on the one
hand, and of the Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or such Guarantor, on the one hand, or by
the Holder, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct 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 to
include, subject to the limitations set forth in the third sentence of Section
8(c), any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.

          The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are


                                       19
<PAGE>
several in proportion to the respective principal amount of Transfer Restricted
Securities held by each Holder hereunder and not joint.

          Section 9. Rule 144A and Rule 144. The Company and each Guarantor
agree with each Holder, for so long as any Transfer Restricted Securities remain
outstanding and during any period in which the Company (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available, upon written request
of any Holder, to such Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities designated by such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and
(ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

          Section 10. Miscellaneous. (a) Remedies. The Company and the
Guarantors acknowledge and agree that any failure by the Company and/or the
Guarantors to comply with their respective obligations under Sections 3 and 4
hereof may result in material irreparable injury to the Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, any Purchaser or any Holder may obtain such relief as may
be required to specifically enforce the Company's and the Guarantors'
obligations under Sections 3 and 4 hereof. The Company and the Guarantors
further agree to waive the defense in any action for specific performance that a
remedy at law would be adequate.

          (b) No Inconsistent Agreements. None of the Company or the Guarantors
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
None of the Company or the Guarantors has previously entered into any agreement
granting any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's or
the Guarantors' securities under any agreement in effect on the date hereof.

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


                                       20
<PAGE>
          (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Purchasers, on the other hand, and shall
have the right to enforce such agreements directly to the extent they may deem
such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

          (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), facsimile, or air courier
guaranteeing overnight delivery:

          (1) if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

          (2) (i) If to the Company or any Guarantor:

                  InSight Health Services Corp.
                  26250 Enterprise Court
                  Suite 100
                  Lake Forest, CA 92630
                  Facsimile: 949-462-3703
                  Attention: General Counsel

                  with copies to:

                  J.W. Childs Associates, L.P.
                  111 Huntington Avenue
                  Suite 2900
                  Boston, MA 02199
                  Facsimile: 617-753-1101
                  Attention: Edward D. Yun

                  and to:

                  The Halifax Group, L.L.C.
                  1133 Connecticut Avenue N.W.
                  Suite 700
                  Washington, D.C. 20036
                  Facsimile: 202-296-7133
                  Attention: David W. Dupree

                  and to:

                  Kaye Scholer LLP
                  425 Park Avenue
                  New York, NY 10022
                  Facsimile: 212-836-8689
                  Attention: Stephen C. Koval, Esq.


                                       21
<PAGE>
          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if by facsimile; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

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

          (f) Successors and Assigns. This Agreement shall inure to the benefit
of and 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 that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

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

          (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

          (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       22
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        INSIGHT HEALTH SERVICES HOLDINGS CORP.


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


                                        INSIGHT HEALTH SERVICES CORP.


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


                                        WILKES-BARRE IMAGING, L.L.C.

                                        By: InSight Health Corp., as the sole
                                            member and sole manager


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


                                        MRI ASSOCIATES, L.P.

                                        By: InSight Health Corp., as the general
                                            partner


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary
<PAGE>
                                        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/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


                                        PARKWAY IMAGING CENTER, LLC


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Manager
<PAGE>
                                        INSIGHT HEALTH CORP.
                                        OPEN MRI, INC.
                                        MAXUM HEALTH CORP.
                                        RADIOSURGERY CENTERS, INC.
                                        MAXUM HEALTH SERVICES CORP.
                                        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.


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary
<PAGE>
                                        MAXUM HEALTH SERVICES CORP.


                                        By: /s/ Mitch C. Hill
                                            ------------------------------------
                                        Name: Mitch C. Hill
                                        Title: Executive Vice President and
                                               Chief Financial Officer


                                        By: /s/ Marilyn U. MacNiven-Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


                                        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 members


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


                                        PHOENIX REGIONAL PET CENTER-THUNDERBIRD,
                                        LLC

                                        By: Comprehensive Medical Imaging
                                            Centers, Inc., as the sole member


                                        By: /s/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary


                                        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/ Marilyn U. MacNiven Young
                                            ------------------------------------
                                        Name: Marilyn U. MacNiven-Young
                                        Title: Executive Vice President,
                                               General Counsel and Secretary
<PAGE>
     This foregoing Agreement is hereby confirmed and accepted by the Purchasers
as of the date first written above.

BANC OF AMERICA SECURITIES LLC
CIBC WORLD MARKETS CORP.

By: Banc of America Securities LLC


By: /s/ R. Sean Snipes
    ---------------------------------
Name: R. Sean Snipes
Title: Managing Director
<PAGE>
                                                                      SCHEDULE A

                              SUBSIDIARY GUARANTORS

<TABLE>
<CAPTION>
Subsidiary Guarantor                                  Jurisdiction of Organization
--------------------                                  ----------------------------
<S>                                                   <C>
InSight Health Corp.                                          Delaware

Signal Medical Services, Inc.                                 Delaware

Open MRI, Inc.                                                Delaware

Maxum Health Corp.                                            Delaware

Radiosurgery Centers, Inc.                                    Delaware

Maxum Health Services Corp.                                   Delaware

Maxum Health Services of North Texas, Inc.                    Texas

Maxum Health Services of Dallas, Inc.                         Texas

NDDC, Inc.                                                    Texas

Diagnostic Solutions Corp.                                    Delaware

InSight Imaging Services Corp.                                Delaware

Valencia MRI, LLC                                             California

San Fernando Valley Regional PET Center, LLC                  California

Parkway Imaging Center, LLC                                   Nevada

Wilkes-Barre Imaging, LLC                                     Pennsylvania

Comprehensive Medical Imaging, Inc.                           Delaware

Comprehensive Medical Imaging Centers, Inc.                   Delaware

Comprehensive Open MRI - Garland, Inc.                        Delaware

Comprehensive Medical Imaging - Biltmore, Inc.                Delaware

Comprehensive Medical Imaging - San Francisco, Inc.           Delaware

Comprehensive Medical Imaging - Fremont, Inc.                 Delaware

TME Arizona, Inc.                                             Texas
</TABLE>
<PAGE>
<TABLE>
<S>                                                           <C>
Comprehensive Open MRI-East Mesa, Inc.                        Delaware

IMI of Arlington, Inc.                                        Delaware

Comprehensive Medical Imaging - Fairfax, Inc.                 Delaware

IMI of Kansas City, Inc.                                      Delaware

Comprehensive Medical Imaging - Bakersfield, Inc.             Delaware

Phoenix Regional PET Center - Thunderbird LLC                 Arizona

Woodbridge MRI                                                Texas

Jefferson MRI - Bala                                          Texas

Jefferson MRI                                                 Texas

Mountain View MRI                                             Texas

Los Gatos Imaging Center                                      Texas

Mesa MRI                                                      Texas

Syncor Diagnostics Bakersfield, LLC                           California

Syncor Diagnostics Sacramento, LLC                            California

Comprehensive Open MRI-Carmichael/Folsom, LLC                 California

MRI Associates, L.P.                                          Indiana

Orange County Regional PET Center - Irvine, LLC               California
</TABLE>