Exhibit
10.22


FOURTH AMENDMENT TO AMENDED AND


RESTATED
LOAN AND SECURITY AGREEMENT


THIS FOURTH
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”)
is made and entered on May 31, 2007, by and among INSIGHT
HEALTH SERVICES CORP. (individually and, in its capacity as the representative of the other
Existing Borrowers pursuant to Section
4.4 of the Loan Agreement (as such terms are defined below), “InSight
Health”), a Delaware corporation, and those subsidiaries of InSight Health listed
on the signature pages hereof (InSight Health and each of its subsidiaries
listed on the signature pages hereto being referred to collectively as “Existing
Borrowers,” and individually as an “Existing Borrower”); the various financial institutions listed on
the signature pages hereof (together with their respective successors and
permitted assigns, the “Lenders”); and BANK OF
AMERICA, N.A., a national bank (“BofA”), in its capacity as
collateral and administrative agent for certain financial institutions as “Lenders”
(together with its successors in such capacity, “Administrative Agent”).


Recitals:


Administrative
Agent, Lenders and Existing Borrowers are parties to a certain Amended and
Restated Loan and Security Agreement dated September 22, 2005, as amended by a
letter agreement dated March 15, 2007, a second letter agreement dated May
1, 2007, and a Third Amendment to Amended and Restated Loan and Security
Agreement dated May 29, 2007 (and as at any time further amended, restated,
supplemented or otherwise modified, the “Loan Agreement”), pursuant to which
Lenders have made certain loans and other extensions of credit to or for the
benefit of Existing Borrowers.


On May 29,
2007 (the “Petition Date”), InSight Health and InSight Health Services Holdings
Corp. (“Parent” as defined in the Loan Agreement and, collectively with InSight
Health, the “Chapter 11 Debtors”) filed petitions for relief under chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware (the “Bankruptcy Court”), commencing cases styled In
re InSight Health Services Corp., Case No. 07-10701-BLS, and In re
InSight Health Services Holdings Corp., Case No. 07-10700-BLS (each, a “Chapter
11 Case,” and collectively, the “Chapter 11 Cases”).


In connection with the commencement of the Chapter 11 Cases, the
Obligors (as defined in the Loan Agreement) have requested that the
Administrative Agent and Lenders amend certain provisions of the Loan Agreement
as provided herein and continue to make the credit facilities established under
the Loan Agreement available to the Existing Borrowers other than InSight
Health.  Administrative Agent and BofA as
the sole Lender are willing to amend the Loan Agreement as hereinafter set
forth.


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby severally acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:













1.             Definitions.  All capitalized terms
used in this Amendment, unless otherwise defined herein, shall have the meaning
ascribed to such terms in the Loan Agreement.


2.             Amendments to Loan Agreement. 
Subject to satisfaction of the conditions precedent set forth in Section
3 of this Amendment, the Loan Agreement is hereby amended, effective as of the
Petition Date, as follows:


(a)           By deleting the parenthetical in the
preamble of the Loan Agreement that reads “(InSight Health and each of its subsidiaries
listed on the signature pages hereto being referred to collectively as ‘Borrowers,’ and individually as a ‘Borrower’)”
and by substituting in lieu thereof the following:


(the subsidiaries of InSight Health listed on the
signature pages hereto being referred to collectively as “Borrowers,” and individually as a “Borrower”).


(b)           By deleting the words “Borrowers
and their Subsidiaries” in the definition of “Adjusted EBITDA” and substituting
in lieu thereof the words “InSight Health, Borrowers and their respective
Subsidiaries.”


(c)           By deleting the
definition of “Adjusted Net Earnings” and substituting in lieu thereof the
following:


Adjusted Net Earnings - with
respect to any fiscal period, the net earnings (or loss) for such fiscal period
of InSight Health, Borrowers and their respective Subsidiaries, all as
reflected on the financial statement supplied to Administrative Agent and
Lenders pursuant to Section 10.1.3,
but excluding: (i) any gain or loss arising from the sale of capital
assets; (ii) any gain arising from any write-up of assets; (iii) net
earnings of any entity (other than a Subsidiary of InSight Health or a
Borrower) in which InSight Health or any Borrower has an ownership interest
unless such net earnings have actually been received by InSight Health or a
Borrower in the form of cash Distributions; (iv) any portion of the net
earnings of any Subsidiary which for any reason is unavailable for payment of
Distributions to InSight Health or a Borrower; (v) the earnings of any
Person to which any assets of InSight Health or a Borrower shall have been
sold, transferred or disposed of, or into which InSight Health or a Borrower
shall have merged, or been a party to any consolidation or other form of
reorganization, prior to the date of such transaction; and (vi) any gain
or loss arising from extraordinary items, all as determined in accordance with
GAAP on a Consolidated basis.


(d)           By adding the words “InSight
Health or” before the words “a Borrower” in the definition of “Capital
Expenditures.”



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(e)           By substituting the
following for the definition of “Cash Taxes Paid”:


Cash Taxes Paid - for any period, the provision by InSight
Health, Borrowers and their respective Subsidiaries for income taxes as shown
on the profit and loss statement of InSight Health, Borrowers and their
Subsidiaries for such period minus any increase (or plus any
decrease) in the provision for deferred taxes of InSight Health, Borrowers and
their respective Subsidiaries, determined on a Consolidated basis in accordance
with GAAP.


(f)            By deleting “$15,000,000” from the definition
of “Financial Covenant Trigger Amount” and substituting in lieu thereof “$10,000,000.”


(g)           By deleting the
definition of “Fixed Charge Coverage Ratio” and substituting in lieu thereof
the following:


Fixed Charge Coverage Ratio - for any period, the ratio of (a) Adjusted EBITDA for such
period minus Capital Expenditures (excluding Capital Expenditures
financed with Funded Debt other than Revolver Loans) for such period minus
Distributions for such period (other than Distributions to a Borrower), net of
any contributions of equity capital paid in Cash to a Borrower from (1)
repayments of loans made by a Borrower to an officer, director or employee of
Borrower or any other Obligor pursuant to clause (xii)(a) of the definition of
Restricted Investment from whom Parent’s Equity Interests are repurchased and
(2) proceeds from resales of Parent’s Equity Interests so repurchased, minus
Cash Taxes Paid for such period minus the amount of investments
permitted pursuant to clause (xvi) of the definition of Restricted Investment
during such period, to (b) the sum of all Fixed Charges for such period,
all calculated for InSight Health and its Subsidiaries on a Consolidated basis.


(h)           By deleting the words “Interest
Expense” in the definition of “Fixed Charges” and substituting in lieu thereof
the words “Cash Interest Expense.”


(i)            By deleting the words “Borrowers
and their Subsidiaries” in each place they appear in the definition of “Funded
Debt” and substituting in lieu thereof the words “InSight Health, Borrowers and
their respective Subsidiaries.”


(j)            By deleting the
definition of “Guarantors” and substituting in lieu thereof the following:


Guarantors - InSight Health, Parent,
and each Person who hereafter guarantees payment or performance of the whole or
any part of the Obligations.


(k)           By adding the words “InSight
Health or” before the word “Borrowers” in the definition of “Impermissible
Qualification.”


(l)            By deleting “$10,000,000”
from clause (ii) of the definition of “LC Conditions” and substituting in lieu
thereof “$15,000,000.”



 3
 









(m)          By deleting “$15,000,000”
from the definition of “Restrictive Trigger Event” and substituting in lieu
thereof “$10,000,000.”


(n)           By deleting the
definition of “Security Agreement” and substituting in lieu thereof the
following:


Security Agreement - the Security
Agreement executed and delivered by each Chapter 11 Debtor to secure all of its
liabilities and obligations under its Guaranty.


(o)           By adding the words “InSight
Health, by” after the phrase “owned directly or indirectly by” in the
definition of “Subsidiary.”


(p)           By deleting clause (f)
of the definition of “Upstream Payment” and substituting in lieu thereof the
following:


(f) Distributions to the Chapter 11 Debtors only to
the extent necessary to enable payment of (i) management fees permitted
under Section 10.2.4, (ii) Adequate
Protection Claims in the Chapter 11 Cases, (iii) fees and expenses of
professionals incurred in connection with the Chapter 11 Cases, (iv) Debt
service payments (including payments of interest on the Senior Notes), and (v)
quarterly fees required to be paid to the Office of the United States Trustee
pursuant to 28 U.S.C. § 1930 (a)(6); and


(q)           By inserting the
following new definition into Section 1.1 in the appropriate alphabetical
order:


Cash Interest Expense - for any
period, Interest Expense that has accrued during such period, excluding any
amount that is not payable in cash.


(r)            By deleting Section
4.4 and substituting in lieu thereof the following:


4.4.         Borrower Agent.        Each Borrower hereby irrevocably appoints
InSight Health Corp., and InSight Health Corp. agrees to act under
this Agreement, as the agent and representative of itself and each other
Borrower for all purposes under this Agreement (in such capacity, “Borrower
Agent”), including requesting Borrowings, selecting whether any Loan or portion
thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving
account statements and other notices and communications to Borrowers (or any of
them) from Administrative Agent.  Administrative
Agent may rely, and shall be fully protected in relying, on any Notice of
Borrowing, Notice of Conversion/Continuation, disbursement instructions,
reports, information, Borrowing Base Certificate or any other notice or
communication made or given by Borrower Agent, whether in its own name, on
behalf of any Borrower or on behalf of “the Borrowers,” and Administrative
Agent shall have no obligation to make any inquiry or request
any confirmation from or on behalf of any other Borrower as to the binding
effect on such Borrower of 



 4
 









any such Notice of
Borrowing, Notice of Conversion Continuation, instruction, report, information,
Borrowing Base Certificate or other notice or communication, nor shall the
joint and several character of Borrowers’ liability for the Obligations be
affected, provided that the provisions of this Section 4.4 shall not be construed so as to preclude
any Borrower from directly requesting Borrowings or taking other actions
permitted to be taken by “a Borrower” hereunder.  Administrative Agent may maintain a single
Loan Account in the name of “InSight Health Corp.” hereunder, and each Borrower
expressly agrees to such arrangement and confirms that such arrangement
shall have no effect on the joint and several character of such Borrower’s
liability for the Obligations.


(s)           By deleting the words “Borrowers
and their respective Subsidiaries” in Section 10.1.3(i) and substituting in
lieu thereof “InSight Health, Borrowers and their respective Subsidiaries.”


(t)            By deleting the words “Borrowers
and its Subsidiaries” and “Borrowers and their Subsidiaries” in Section
10.1.3(ii) and substituting in lieu thereof, in each case, “InSight Health, Borrowers and their respective
Subsidiaries.”


(u)           By
adding the words “InSight Health or” before the words “any Borrower” in two
instances, and before the words “a Borrower” and “such Borrower,” in Section
10.1.3(iii).


(v)           By deleting Section
10.3.1(i) and substituting in lieu thereof the following:


(i)            Fixed
Charge Coverage Ratio.  Maintain a
Fixed Charge Coverage Ratio of at least 1.0 to 1.0, measured on the last day of
each month for the twelve months then ended.


(w)          By substituting the
attached Exhibit C for the Exhibit C that was attached to the
Loan Agreement on the Closing Date.


3.             Conditions Precedent.  Section 2 of this Amendment shall not become
effective until this Amendment is fully executed by each of the Obligors and
each of the other Borrowing Reinstatement Conditions is timely satisfied.


4.             Ratification and Reaffirmation. 
Existing Borrowers hereby ratify and reaffirm the Obligations, each of
the Loan Documents and all of Existing Borrowers’ covenants, duties,
indebtedness and liabilities under the Loan Documents.


5.             Revolver Note.  The Revolver Note shall continue to
evidence the Revolver Loans notwithstanding the fact that InSight Health is no
longer a maker of the Revolver Note, and each of the Existing Borrowers
(excluding InSight Health) hereby ratifies and reaffirms the Revolver Note and
its liabilities and obligations thereunder. If requested by Administrative
Agent, the Existing Borrowers (excluding InSight Health) agree to execute and
deliver to Administrative Agent a substitute Revolver Note containing the same
terms and conditions as the existing Revolver Note (but excluding InSight
Health as a maker), but the failure of Administrative Agent to request or to
obtain any such substitute Revolver Note shall not affect the validity or
enforceability of the existing Revolver Note.



 5
 









6.             Acknowledgments and Stipulations.  Existing Borrowers acknowledge and stipulate
that the Loan Documents executed by Existing Borrowers are legal, valid and
binding obligations of Existing Borrowers that are enforceable against Existing
Borrowers in accordance with the terms thereof 
(except as the enforceability thereof maybe limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors’ rights); all of the Obligations are owing and payable
without defense, offset or counterclaim (and to the extent there exists any
such defense, offset or counterclaim on the date hereof, the same is hereby
waived by Existing Borrowers); and the security interests and Liens granted by
each Existing Borrower in favor of Administrative Agent and Lender are duly
perfected, first priority security interests and Liens (subject only to those
Permitted Liens that are expressly permitted by the terms of the
Loan Agreement to have priority over the Liens of Administrative
Agent).


7.             Representations and Warranties. 
Existing Borrowers represent and warrant to Administrative Agent and
Lenders, to induce Administrative Agent and Lenders to enter into this
Amendment, that, after giving effect to the amendments set forth herein, no
Default or Event of Default exists on the date hereof; the execution, delivery
and performance of this Amendment have been duly authorized by all requisite
corporate action on the part of Existing Borrowers and this Amendment has been
duly executed and delivered by Existing Borrowers; and all of the representations
and warranties made by Borrowers in the Loan Agreement were true and correct in
all material respects when made and continue to be true and correct in all
material respects on the date hereof, except to the extent that any such
representation or warranty is stated to relate to an earlier date, in which
case such representation or warranty shall be true and correct in all material
respects on and as of such earlier date.


8.             Reference to Loan Agreement. 
Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to “this Agreement,” “hereunder,” or words of like import shall mean
and be a reference to the Loan Agreement, as amended by this Amendment.


9.             Expenses of Administrative Agent.  Existing Borrowers agree to pay, on demand, all  reasonable costs and expenses incurred by
Administrative Agent in connection with the preparation, negotiation and
execution of this Amendment and any other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including, without limitation, the costs and reasonable fees of Administrative
Agent’s legal counsel and any taxes or expenses associated with or incurred in
connection with any instrument or agreement referred to herein or contemplated
hereby.


10.          Governing Law. 
This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.


11.          Successors and Assigns. 
This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.



 6
 









12.          No Novation, etc.  Except as otherwise expressly provided in
this Amendment, nothing herein shall be deemed to amend or modify any provision
of the Loan Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect.  This
Amendment is not intended to be, nor shall it be construed to create, a
novation or accord and satisfaction, and the Loan Agreement as herein modified
shall continue in full force and effect.


13.          Counterparts; Signatures.  This Amendment may be executed in any number
of counterparts and by different parties to this Amendment on separate
counterparts, each  of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same agreement. 
Any signature delivered by a party by facsimile or portable document
format by electronic mail transmission shall be deemed to be an original
signature hereto.


14.          Further Assurances.  Existing Borrowers agree to take such further
actions as Administrative
Agent shall reasonably request from time to time in connection herewith to
evidence or give effect to the amendments set forth herein or any of the
transactions contemplated hereby.


15.          Section Titles.  Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto.


16.          Release of Claims.  To induce
Administrative Agent and Lenders to enter into this Amendment, each Existing
Borrower hereby releases, acquits and forever discharges Administrative Agent
and Lenders, and all officers, directors, agents, employees, successors and
assigns of Administrative Agent and Lenders, from any and all liabilities,
claims, demands, actions or causes of action of any kind or nature (if there be
any), whether absolute or contingent, disputed or undisputed, at law or in
equity, or known or unknown, that such Existing Borrower now has or ever had
against Administrative Agent or any Lender arising under or in connection with
any of the Loan Documents.  Existing
Borrowers represent and warrant to Administrative Agent and Lenders that
Existing Borrowers have not transferred or assigned to any Person any claim
that any Existing Borrower ever had or claimed to have against Lender.


17.          Waiver of Jury Trial. 
To the fullest extent permitted by
Applicable Law, the parties hereto each hereby waives the right to trial by
jury in any action, suit, counterclaim or proceeding arising out of or related
to this Amendment.



 7
 









IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective duly
authorized officers, as of the date first written above.


	
  

  	
   

  	
  EXISTING BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, 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

  
	
   

  	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive
  Vice President 

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MRI ASSOCIATES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  InSight Health Corp., as the general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Mitch C. Hill

  
	
   

  	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive
  Vice President 

  and Chief Financial Officer

  
									



 


[Signatures continued on
following page]



 8
 









 


	
  

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
  Mitch C. Hill, 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]



 9
 









 


 


	
   

  	
  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-

  
	
   

  	
  SANFRANCISCO, 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

  
	
   

  	
   

  	
  Mitch
  C. Hill, Executive Vice President and

  Chief Financial Officer

  



 



 10
 









 


	
  

  	
  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

  
	
   

  	
   

  	
   

  	
  Mitch C. Hill, 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

  
	
   

  	
   

  	
  Mitch C. Hill, Executive
  Vice President

  and Chief Financial Officer

  
						



 


[Signatures continued on
following page]



 11
 









 


	
  

  	
  MOUNTAIN VIEW MRI

  
	
   

  	
  MESA 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. Hil

  
	
   

  	
   

  	
  Mitch C. Hill, Executive
  Vice President

  and Chief Financial Officer

  



 


[Signatures continued on
following page]



 12
 









 


	
  

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Administrative

  
	
   

  	
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Benefield

  
	
   

  	
  Name:

  	
  Seth Benefield

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Benefield

  
	
   

  	
  Name:

  	
  Seth Benefield

  
	
   

  	
  Title:

  	
  Vice President

  



 



 13
 









EXHIBIT C


Form of
Notice of Borrowing


Date                           ,
2007


Bank of America, N.A.

300 Galleria Parkway

Suite 800

Atlanta, Georgia  30339


Attention:
Loan Administration Officer


Re:          Amended and Restated Loan and Security
Agreement dated September 22, 2005, by and among INSIGHT
HEALTH CORP., a Delaware corporation (hereinafter referred to as “Borrower
Agent”), and those subsidiaries of InSight Health Services Corp. listed on the
signature pages thereto (Borrower Agent and each of such subsidiaries listed on
the signature pages thereto being referred to collectively herein as “Borrowers,”
and individually as a “Borrower”), and BANK OF AMERICA, N.A.,
as administrative agent and sole lender (as at any time amended, the “Loan Agreement”)


Gentlemen:


This
Notice of Borrowing is delivered to you pursuant to Section 4.1 of the Loan Agreement.  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings attributable thereto in the Loan
Agreement.  Borrowers hereby request a
Revolver Loan in the aggregate principal amount of $                                ,
to be made on                        ,
            , and
to consist of:


Check
as applicable:            :    Base Rate Loans in the aggregate principal amount of $                             


:    LIBOR Loans in the aggregate principal amount
of $                    ,
with Interest Periods as follows:


(i)            As to $                      ,
an Interest Period of              month(s);


(ii)           As to $                      ,
an Interest Period of              months;


(iii)          As to $                      ,
an Interest Period of              months.


Borrowers
represent and warrant to Administrative Agent and Lender that all proceeds of
the Revolver Loans requested hereby will be used by Borrowers solely to pay
operating expenses of Borrowers or to make a Distribution to permit payment of
accrued interest on the Senior Notes.



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Each
Borrower hereby ratifies and reaffirms all of its liabilities and obligations
under the Loan Documents and hereby certifies that no Default or Event of
Default exists on the date hereof.


Borrowers
have caused this Notice of Borrowing to be executed and delivered by their duly
authorized representative, this                 day
of                        ,
2007.


	
   

  	
  INSIGHT HEALTH CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 



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