Exhibit 4.13


EXECUTION VERSION


WAIVER AND AGREEMENT


NO. 1 TO INDENTURE


WAIVER AND AGREEMENT NO. 1, dated as of May 29, 2007 (this “Agreement”),
to that certain Indenture, dated as of
September 22, 2005 (as amended, restated, supplemented or otherwise modified
from time to time, the “Indenture”) among InSight Health Services Corp.,
a Delaware corporation (the “Company”), InSight Health Services Holdings
Corp., a Delaware corporation (the “Parent”), the Subsidiary Guarantors
(as defined therein) and U.S. Bank National Association, a national banking
association, as trustee (in such capacity, the “Trustee”) for the Senior
Secured Floating Rate Notes due 2011.


WHEREAS, the Company and the Parent
(collectively, the “Chapter 11 Debtors”) intend to file petitions for
relief (the “Chapter 11 Cases”) under chapter 11 of the United States
Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”);


WHEREAS, the Chapter 11 Debtors will seek the
approval of the Bankruptcy Court for a plan of reorganization, substantially in
the form set forth as Exhibit B to the prospectus and consent solicitation
statement filed by the Parent with the SEC on May 2, 2007, as amended, to,
among other things, provide for (i) the filing of the Chapter 11 Cases only by
the Chapter 11 Debtors, (ii) the elimination of the debtor-in-possession credit
facility, (iii) a release of Bank of America, N.A., in its capacity as
administrative agent, collateral agent, issuing bank and lender under the
Revolving Credit Agreement, (iv) the payment of the Consent Fee (as defined
below) and (v) the issuance of Additional Notes to certain Holders (as so
amended, as further amended in accordance with such modifications as are
described in Exhibit 1 to this Agreement and as the same may be further amended,
supplemented or modified from time to time, “Plan”);


WHEREAS, the Plan provides, among other things,
that upon the consummation thereof, the Parent will exchange all of the
outstanding Existing Notes for shares of common stock of the Parent (the “Exchange
Transaction”);


WHEREAS, Black
Diamond Capital Management, L.L.C. or certain of its affiliates signatory
hereto (“Black Diamond”) and J.P. Morgan Securities Inc. or certain of
its affiliates signatory hereto (“JPMorgan;” and, together with Black
Diamond, the “Holder Parties”) as of the date hereof beneficially hold
and have the legal right to instruct DTC, as nominal Holder, to consent on
behalf of the Holders of at least a majority in principal amount of the Notes
required to approve certain modifications to the Indenture in a supplemental
indenture and to waive compliance with certain provisions of the Indenture in
accordance with Section 9.02 of the Indenture;


WHEREAS, the Company has requested that the Holder Parties agree to waive, and
the Trustee to acknowledge such waiver of, compliance with certain provisions
of the Indenture, upon the terms and subject to the conditions set forth
herein;












WHEREAS, as a condition to the effectiveness of such waiver, the
Company has, among other things, agreed to amend certain provisions of the
Indenture, upon the terms and subject to the conditions set forth herein;


WHEREAS, the Company and the Holder Parties desire to set forth certain
other agreements by and among the Company and the Holder Parties relating to
the matters contemplated by this Agreement; and


WHEREAS, within a reasonable period of
time following the commencement of the Chapter 11 Cases, the Chapter 11 Debtors
will commence a solicitation (the “Consent Solicitation”) of the Holders
(other than the Holder Parties) to obtain, among other things, such Holders’
(x) consent to the waivers and amendments set forth herein and (y) support for,
and agreement not to interfere with, the Plan (clauses (x) and (y) collectively
referred to herein as the “Required Consent Items”).


NOW, THEREFORE, subject to satisfaction of the
conditions precedent set forth in Section IV of this Agreement, the
Company, the Guarantors and the Holder Parties hereby agree as follows:


SECTION I.                           CAPITALIZED TERMS.


Capitalized terms used herein and not defined
herein shall have the respective meanings assigned to such terms in the
Indenture.


SECTION II.                          WAIVERS TO INDENTURE.


1.             Pursuant to Section 9.02 of the Indenture,
and subject to the limitations set forth below, the Holder Parties hereby waive
compliance with any term or provision of the Indenture that would cause any of
the following to constitute or become a Default or Event of Default under the
Indenture:  (a) the commencement of the
Bankruptcy Cases, (b) the confirmation and consummation of the Plan,
including, without limitation, the Exchange Transaction, (c) any
cross-Defaults or cross-Events of Defaults by reason of defaults or events of
default under or with respect to the Existing Notes, the guarantees thereof
and/or the indenture governing the Existing Notes and (d) the failure to
file with SEC, and to supply to the Trustee or any Holder or any other Person,
audited financial statements of the Company or the Parent as of and for the
fiscal year ending June 30, 2007 within the time period specified in the SEC’s
rules and regulations; provided, however, that upon the earlier of the Waiver
and Agreement Expiration Date or the Waiver Termination Date, full compliance
with all of the provisions of the Indenture shall be required and the foregoing
waivers shall cease to be in effect automatically, and provided further that
nothing herein shall be deemed to waive compliance with any provision or term
of the Indenture for which the consent of the Holders of at least a majority in
principal amount outstanding of the Notes are not empowered to waive on behalf
of all Holders under the provisions of Section 9.02 of the Indenture or the
Trust Indenture Act.  As of the Waiver
and Agreement Expiration Date or the Waiver Termination Date, all Defaults and
Events of Default that would have occurred but for



 2
 








this Waiver shall constitute Defaults or Events of Default, as the case
may be, as of the Waiver and Agreement Expiration Date or the Waiver
Termination Date, as the case may be, and the Trustee and the Holders shall
have all of the rights and remedies relating thereto without any limitation by
reason of this Agreement.


2.             Notwithstanding the limitations in the
foregoing subsection II.1, the Holder Parties hereby forever waive the
provisions of Section 4.11(a) of the Indenture as they relate to (a) the
payment of the Consent Fee (as defined below) to any Persons who are Affiliates
of the Company at the time of such payment and (b) any issuance of Additional
Notes (and the payment of any fees in connection therewith) to any Persons who
are Affiliates of the Company at the time of such issuance.


3.             The Holder Parties hereby acknowledge and
agree that (i) the Company may use the proceeds of the issuance of the
Additional Notes (to the extent not used to pay the Consent Fee) for working
capital and general corporate purposes of the Company and its Subsidiaries and
(ii) such proceeds shall be excluded from the Collateral and shall not be required
to be maintained in accordance with Section 4.21 of the Indenture. The Holder
Parties hereby waive compliance with any term or provision of the Indenture
and/or the Security Documents that is inconsistent with the acknowledgment and
agreement set forth in the prior sentence.


SECTION III.                                                                          AMENDMENTS TO INDENTURE; SUPPLEMENTAL
INDENTURE.


The Holder Parties represent and warrant to
the Trustee, the Company and the Parent that, as of the date hereof, they
together beneficially hold and have the legal right to instruct DTC, as
nominal Holder, to consent on behalf of the Holders of at least a majority in
principal amount of the outstanding Notes to the waivers set forth in Section II of this Agreement and to direct
the Trustee to execute and deliver the amendment of certain provisions of the
Indenture as set forth in the Form of Supplemental Indenture attached hereto as
Exhibit 2 and hereby authorize the Trustee to execute a counterpart to a
Supplemental Indenture substantially in the form of such Form of Supplemental
Indenture attached hereto as Exhibit 2 (the “Supplemental Indenture”)
if and when the Trustee is requested to do so by the Company in accordance with
Section 9.02 of the Indenture.


SECTION
IV.                         CONDITIONS TO EFFECTIVENESS.


1.             The waivers to the Indenture set forth in Section
II of this Agreement and the other agreements set forth in clause 3
through clause 6 of Section V of this Agreement shall:


(a)           become effective on such date (the “Waiver and Agreement Effective
Date”) as (i) the commitment of the Holder Parties shall have been
accepted by the Company and the Parent and become effective under and in
accordance with that certain commitment letter of even date herewith among the



 3
 








Company, the Parent and the Holder Parties
relating to the issuance and purchase of the Additional Notes (as amended,
supplemented or otherwise modified, the “Commitment Letter”); (ii) the
Holder Parties shall have delivered to the Trustee and the Company an executed
counterpart to this Agreement;
(iii) the Company and the Guarantors shall have delivered to the Trustee
an executed counterpart to this Agreement; (iv) the Trustee shall have executed
this Agreement; (v) the Company shall have obtained the consent of the
requisite lenders under the Revolving Credit Agreement to all transactions
undertaken and agreements entered into pursuant to or in connection with this
Agreement and the Plan, including, without limitation, the issuance of the
Additional Notes to certain Holders and the payment of the Consent Fee to all
Consenting Holders; and (vi) the Board of the Company shall have approved
the execution by the Company of the Supplemental Indenture and the Company and
each of the Guarantors shall have delivered to the Trustee an executed
counterpart to the Supplemental Indenture.


(b)           cease
to be effective at 5 p.m. on the date (the “Waiver and Agreement Expiration
Date”) that is 5 days after (i) the earlier of (x) the 2nd Business Days following the Waiver and
Agreement Effective Date and (y) May 30, 2007, unless, on or prior to such
date, the Chapter 11 Cases shall have been filed; (ii) the 10th day following the filing of the Chapter 11
Cases unless, on or prior to such 10th day, the Consent Solicitation shall have been
commenced in accordance with clause 1 of Section V; (iii) the
36th day following the filing of the Chapter 11
Cases unless, on or prior to such 36th day, the Bankruptcy Court shall have approved
the payment of the Consent Fee contemplated by Section V to the Holders
entitled thereto and the issuance of Additional Notes contemplated under the
Commitment Letter to be issued; (iv) the 41st day following the filing of the Chapter 11
Cases unless, on or prior to such 41st day, the Additional Notes contemplated under
the Commitment Letter to be issued shall have been issued or the 46th day
following the Chapter 11 Cases unless, on or prior to such 46th day the Consent
Fee shall have been paid (unless in either case the Additional Notes have not
been so issued, and the failure to issue such Additional Notes on or prior to
such 41st day is caused solely by a failure of any of the proposed purchasers
thereof to be ready, willing and able to purchase the Additional Notes
contemplated under the Commitment Letter to be issued), (v) the 41st day following the filing of the Chapter 11
Cases unless, on or prior to such 41st day, the Bankruptcy Court shall have issued a
final order, substantially in the form attached hereto as Exhibit 3
(with any modification as agreed upon by the Company, the Parent and the
Trustee), granting adequate protection to the Holders pursuant to Sections 361
and 363 of the Bankruptcy Code, or (vi) 180 days after the filing of the Chapter 11 Cases unless, on or
prior to such 180th day, the
Chapter 11 Cases shall have been concluded and a plan of reorganization
substantially in the form of the Plan, with such modifications as are described
in Exhibit 1 and such other modifications as agreed to by the Trustee
and the Company, shall have been confirmed by the Bankruptcy Court (provided
that the agreement of the Trustee shall not be required if such modification
does not materially affect the Holders).



 4
 








2.             In addition to the foregoing, the waivers to
the Indenture set forth in Section II of this Agreement and the other
agreements set forth in clause 3 through clause 6 of Section V
of this Agreement shall cease to be effective at 5 p.m. on the date (the “Waiver
Termination Date”) that is 5 days after the date that (a) the
Chapter 11 Debtors file any motion to obtain credit under section 364 of
the Bankruptcy Code or otherwise that is secured by a senior or pari passu lien
on the Holders’ collateral, (b) a trustee or examiner with enlarged powers
is appointed for service in the Chapter 11 Cases, (c) any of the Chapter 11
Cases is converted to a case under chapter 7 of the Bankruptcy Code or (d)
there is in force any order, decree or ruling by any court or governmental body
having jurisdiction, or any threatened or pending complaint of a governmental
body praying for an order, decree or ruling of a court restraining or enjoining
the consummation of or rendering illegal the transactions contemplated by this
Agreement and/or the Plan (including the issuance or purchase of the Additional
Notes) unless, on or prior to such 5th day the Trustee shall have consented in
writing to the continuance of such waivers (in the case of the waivers) or the
extension of such agreements (in the case of the agreements).


SECTION
V.                          ADDITIONAL
AGREEMENTS.


1.             The Company hereby agrees to pay to each Consenting Holder (as defined below) on
or prior to the 46th day
after the filing of the Chapter 11 Cases an amendment consent fee (the “Consent
Fee”) in an amount equal to 1% of the outstanding principal amount of Notes
owned by such Consenting Holder on the Record Date (as defined below).  For purposes hereof, (x) “Consenting
Holder” shall mean any Holder who either (A) executed and delivered a
counterpart of this Agreement to the Trustee and the Company on the date hereof
or (B) on or prior to the Consent Deadline Date (as defined below), has provided
its consent and agreement to the Required Consent Items in the manner described
in the Consent Solicitation and (y) “Consent Deadline Date” shall mean
the date set forth in the Consent Solicitation as the deadline for the Holders
to provide their consent and agreement to the Required Consent Items and (z) “Record
Date” shall mean the date set forth in the Consent Solicitation as the
record date for determining Holders entitled to consent to the Required Consent
Items.


2.             By its signature below, each Holder (on
behalf of itself and its successors and assigns) hereby acknowledges and agrees
that the consummation of the Plan (including, without limitation, the Exchange
Transaction) will not result in or constitute a Change of Control.  By its signature below, each Holder (on
behalf of itself and its successors and assigns) hereby further agrees that it
will not at any time challenge or contest (or support the challenge or contest
of others) in any action, suit or proceeding that seeks to establish that a Change
of Control has occurred or resulted from the consummation of the Plan
(including, without limitation, the Exchange Transaction); and



 5
 








3.             Subject
to the terms and conditions of this Agreement, and so long as this Agreement
remains in effect as between the Company and the Holder Parties and the Waiver
and Agreement Expiration Date has not occurred, and subject to the condition
that any modifications to the Plan that materially affect the Holder Parties’
rights are consented to by the Holder Parties,


(a)           The Company and such Holder Party agree to use commercially reasonable
efforts to complete the Exchange Transaction through the Plan in accordance
with the terms of the Commitment Letter and to support the Plan and to the
extent necessary support the adequacy of any post-petition disclosure statement
that may be required by the Bankruptcy Court; provided
that no Holder Party shall be barred from objecting if the disclosure statement
or other documents contain a material misstatement or omission.  The obligations of the parties hereunder are
several and not joint and no party hereto shall be responsible for the failure
of any other party hereto to perform its obligations hereunder.


(b)           Each Holder Party agrees to permit disclosure in the Plan or any
Reorganization Document (as defined below), any necessary filings by the
Company with the Securities and Exchange Commission or any press release of the
contents of this Agreement.  Without
limiting the generality of the foregoing, except to the extent such information
is required by law to be disclosed, the Company will not disclose any
information with respect to any Holder Party’s specific ownership of Notes
except to the extent that such information is required to be in any filing with
the Securities and Exchange Commission. 
If such disclosure is so required, the Company will afford the Holder
Parties a reasonable opportunity to seek appropriate protective measures.


(c)           Each Holder Party agrees that it will not object to, or otherwise
commence any proceeding to oppose or alter, the Exchange Transaction or the
Plan or any related document (the “Reorganization Documents”) and will
not take any action that is materially inconsistent with, or that would
unreasonably delay the consummation of, the Exchange Transaction, the Plan or
any of the Reorganization Documents in accordance with the terms of
hereof.  Accordingly, so long as this
Agreement is in effect and the Reorganization Documents reflect the Exchange
Transaction as set forth in the Commitment Letter, and any modifications of the
Reorganization Documents that affect in a material manner the rights of the
Holder Parties are agreed to by each Holder Party, each Holder Party agrees
that it shall not (i) object to confirmation of the Plan or otherwise
commence any action or proceeding to alter, oppose or add any other provision
to the Plan or any other documents or agreements consistent with the Plan;
(ii) object to the approval of any disclosure statement that describes the
Plan; provided that no Holder Party shall be barred from objecting if the
disclosure statement or other documents contain a material misstatement or
omission; (iii) vote for, consent to, support, intentionally induce or
participate directly or indirectly in the formation of any other plan of reorganization
or liquidation proposed or filed, or to be proposed or filed, in any chapter 11
case for the



 6
 








Chapter 11 Debtors; (iv) commence or
support any action or proceeding to shorten or terminate the period during
which only the Chapter 11 Debtors may propose and/or seek confirmation of
a plan of reorganization for the Chapter 11 Debtors; (v) directly or
indirectly seek, solicit, support or encourage any other plan, sale, proposal
or offer of winding up, liquidation, reorganization, merger, consolidation,
dissolution or restructuring of the Chapter 11 Debtors; or (vi) commence
or support any action filed by the Chapter 11 Debtors or any other party in
interest to appoint a trustee, conservator, receiver or examiner for the
Chapter 11 Debtors, or to dismiss either chapter 11 case, or to convert such
chapter 11 case to one under chapter 7.


4.             Notwithstanding
the foregoing, nothing in this Agreement shall be deemed to prevent any Holder
Party from taking, or failing to take, any action that it is obligated to take
(or fail to take) in the performance of any fiduciary or similar duty which the
Holder Party owes to any other person, including any duties that may arise
as a result of any Holder Party’s appointment to any committee in the Chapter
11 Cases or any other bankruptcy or insolvency proceeding.


5.             Each
Holder Party may sell, transfer, or dispose of any of the Notes held by it, so
long as the transferee agrees in writing to be bound by the terms of this
Agreement.  In the event that any Holder
Party sells, transfers or disposes of any of the Notes, as a condition
precedent to such sale, transfer or disposition, such Holder Party agrees to
cause the transferee to execute and deliver a joinder agreement in customary
form confirming the agreement of such transferee to be bound by the terms of
this Agreement for so long as this Agreement shall remain in effect; provided,
however, that any Notes held by the transferee prior to the acquisition
by it of any such Notes of a Holder Party shall not be subject to the terms and
conditions of this Agreement.  In the
event that the Company’s consent is required for any sale, transfer or
disposition of the Notes, the Company hereby agrees to grant such consent
promptly in accordance with the requirements of this Agreement.   Any sale, transfer or disposition of the
Notes in violation of the foregoing shall be deemed ineffective to transfer any
right to contest the Plan, which right shall remain with and be exercised only
by the purported transferor.


6.             Each
Holder Party agrees that any Notes acquired by a Holder Party following the
date of this Agreement shall be subject to the terms and conditions of this
Agreement.  For the avoidance of doubt,
this shall not include any acquired Notes beneficially owned by non-affiliated
customers of the undersigned Holder Parties.


SECTION
VI.                         MISCELLANEOUS.


1.             THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



 7
 








2.             This Agreement may be executed by the parties
hereto individually or in combination, in one or more counterparts, each of
which shall be an original and all of which shall constitute one and the same
agreement.


3.             Delivery of an executed counterpart of a
signature page by telecopier shall be effective as delivery of a manually
executed counterpart.


[Remainder of page intentionally left blank]



 8















IN WITNESS WHEREOF, the
parties hereto have caused this Waiver and Agreement No. 1 to Indenture to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


	
  

  	
  COMPANY AND GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
  INSIGHT HEALTH SERVICES CORP.

  
	
   

  	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
  

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  

  	
  INSIGHT HEALTH SERVICES HOLDINGS 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]



 9
 









 


	
  

  	
  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

  
	
  

  	
   

  	
  Mitch
  C. Hill, Manager

  



 


[Signatures
continued on following page]



 10
 









 


	
  

  	
  INSIGHT HEALTH CORP.

  
	
  

  	
  OPEN MRI, INC.

  
	
  

  	
  MAXUM HEALTH CORP.

  
	
  

  	
  RADIOSURGERY CENTERS, INC.

  
	
  

  	
  DIAGNOSTIC SOLUTIONS CORP.

  
	
  

  	
  MAXUM
  HEALTH SERVICES OF NORTH

  TEXAS, INC.

  
	
  

  	
  MAXUM
  HEALTH SERVICES OF DALLAS,

  INC.

  
	
  

  	
  NDDC, INC.

  
	
  

  	
  SIGNAL MEDICAL SERVICES, INC.

  
	
  

  	
  INSIGHT IMAGING SERVICES CORP.

  
	
  

  	
  COMPREHENSIVE
  MEDICAL IMAGING,

  INC.

  
	
  

  	
  COMPREHENSIVE
  MEDICAL IMAGING

  CENTERS, INC.

  	 

	
  

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  BILTMORE, INC.

  	 

	
  

  	
  COMPREHENSIVE
  OPEN MRI-EAST MESA,

  INC.

  	 

	
  

  	
  TME ARIZONA, INC.

  	 

	
  

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  FREMONT, INC.

  	 

	
  

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  SAN FRANCISCO, INC.

  	 

	
  

  	
  COMPREHENSIVE
  OPEN MRI- GARLAND,

  INC.

  	 

	
  

  	
  IMI OF ARLINGTON, INC.

  	 

	
  

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  FAIRFAX, INC.

  	 

	
  

  	
  IMI OF KANSAS CITY, INC.

  	 

	
  

  	
  COMPREHENSIVE
  MEDICAL IMAGING-

  BAKERSFIELD, INC.

  	 

	
  

  	
  MAXUM HEALTH SERVICES CORP.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  

  	
  By:

  	
  /s/ Mitch C. Hill

  	 

	
  

  	
   

  	
  Mitch C. Hill, Executive Vice
  President and

  Chief Financial Officer

  	 

	
  

  	
   

  	
   

  	
   

  	
   

  	 

							



 


[Signatures continued
on following page]



 11
 









 


	
  

  	
  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]



 12
 









 


	
  

  	
  MESA MRI

  
	
  

  	
  MOUNTAIN VIEW MRI

  
	
  

  	
  LOS GATOS IMAGING CENTER

  
	
  

  	
  WOODBRIDGE MRI

  
	
  

  	
  JEFFERSON MRI-BALA

  
	
  

  	
  JEFFERSON MRI

  
	
   

  	
   

  
	
  

  	
  By:

  	
   

  	
  Comprehensive Medical Imaging, Inc.

  and Comprehensive Medical Imaging

  Centers, Inc., as the members

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  By:

  	
  /s/ Mitch C. Hill

  
	
  

  	
   

  	
   

  	
   

  	
  Mitch C. Hill, Executive Vice
  President

  and Chief Financial Officer

  



 


[Signatures
continued on following page]



 13
 









 


	
  

  	
  HOLDER PARTIES:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BDCM OPPORTUNITY FUND II, L.P.

  
	
   

  	
    By:

  	
  BDCM Opportunity Fund II Adviser,

  L.L.C., its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen H. Deckoff

  
	
   

  	
   

  	
  Name:

  	
  Stephen H. Deckoff

  
	
   

  	
   

  	
  Title:

  	
  Managing Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACK DIAMOND CLO 2005-1 LTD.

  
	
   

  	
    By:

  	
  Black Diamond CLO 2005-1 Adviser,

  L.L.C., its Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen H. Deckoff

  
	
   

  	
   

  	
  Name:

  	
  Stephen H. Deckoff

  
	
   

  	
   

  	
  Title:

  	
  Managing Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLACK DIAMOND CLO 2005-2 LTD.

  
	
   

  	
    By:

  	
  Black Diamond CLO 2005-2 Adviser,

  L.L.C., its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen H. Deckoff

  
	
   

  	
   

  	
  Name:

  	
  Stephen H. Deckoff

  
	
   

  	
   

  	
  Title:

  	
  Managing Principal

  
					



 


[Signatures
continued on following page]



 14
 









 


	
  

  	
  HOLDER PARTIES:

  
	
   

  	
   

  
	
   

  	
   

  	
  J.P. MORGAN SECURITIES INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Milam

  
	
   

  	
   

  	
  Name:

  	
  Robert Milam

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.P. MORGAN VENTURES CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter Weiland

  
	
   

  	
   

  	
  Name:

  	
  Peter Weiland

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


[Signatures
continued on following page]



 15
 









 


	
  

  	
   

  	
  ACKNOWLEDGED BY TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  SOLELY IN ITS CAPACITY AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James E. Murphy

  
	
   

  	
   

  	
  Name:

  	
  James E. Murphy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



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EXHIBIT 1


MODIFICATIONS TO PLAN


·      Addition of Holder Parties to release, good
faith and exculpation provisions of the Plan.


·      Addition of Holder Parties to sections X.A.1
and X.B.1 of the Plan so that the confirmation order must be in form and
substance satisfactory to the Holder Parties.


·      Addition of Holder Parties to the first parenthetical
in section X.D of the Plan.


·      Addition of the phrase “FRN Indenture” to
section XIV.O of the Plan so that any prepayments may only be made as provided
in the Indenture.



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EXHIBIT
2


FORM
OF SUPPLEMENTAL INDENTURE



 18
 









EXHIBIT
3


FORM
OF ADEQUATE PROTECTION ORDER



 19