<PAGE>
                                                                     Exhibit 4.3



                                  $225,000,000

                    9-7/8% SENIOR SUBORDINATED NOTES DUE 2011


                          REGISTRATION RIGHTS AGREEMENT

                          DATED AS OF OCTOBER 30, 2001
                                  BY AND AMONG



                         INSIGHT HEALTH SERVICES CORP.,



                     INSIGHT HEALTH SERVICES HOLDINGS CORP.,



                     THE SUBSIDIARIES LISTED IN SCHEDULE A,
                                  AS GUARANTORS


                                      -AND-

                         BANC OF AMERICA SECURITIES LLC

                          FIRST UNION SECURITIES, INC.
<PAGE>
            This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of October 30, 2001, 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 First Union Securities,
Inc. (together, the "PURCHASERS"). The Purchasers are offering and selling the
Company's 9-7/8% Senior Subordinated Notes due 2011 (the "NOTES") pursuant to
the Purchase Agreement (as defined below).

            This Agreement is made pursuant to the Purchase Agreement, dated
October 25, 2001 (the "PURCHASE AGREEMENT"), by and among the Company, the
Guarantors and the Purchasers and pursuant to a Note Purchase Agreement, dated
as of October 17, 2001, by and among InSight Health Services Acquisition Corp.,
the Company, the Guarantors, Banc of America Securities LLC and Banc of America
Bridge LLC (the "NOTE PURCHASE Agreement"). In order to induce Banc of America
Bridge LLC to purchase the Notes under the Note Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement.

            Capitalized terms used herein and not otherwise defined herein shall
have the meaning assigned to them under the Indenture, dated as of October 30,
2001 (the "INDENTURE"), entered into by and among the Company, each Guarantor
and State Street Bank and Trust Company, N.A., as Trustee, relating to the Notes
and the Exchange Notes (as defined below).

            The parties hereby agree as follows:

            Section 1. Definitions. As used in this Agreement, the following
capitalized terms shall 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



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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 Sections 3(a) and 4(a) hereof.

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

            EXCHANGE NOTES: The Company's 9-7/8% Senior Subordinated 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 Sections 3(a) and 4(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.



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<PAGE>
            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.

            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,


                                       4
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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 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


                                       5
<PAGE>
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 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 "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 Filing Deadline for the Shelf
Registration Statement (such 90th day the "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
Effectiveness Deadline set forth in clause (y).

            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


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<PAGE>
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 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
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.

            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


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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 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


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      selling security holder information required by Item 507 or 508, as
      applicable, of Regulation S-K.

            (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:



                                       9
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            (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 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


                                       10
<PAGE>
      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 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


                                       11
<PAGE>
      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 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
      Transferred 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


                                       12
<PAGE>
                  matters similar to those set forth in paragraphs (b), (c) and
                  (d) of Section 5 of the Purchase Agreement and Exhibits A-1,
                  A-2, 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 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)   a customary comfort letter, dated the date of
                  Consummation of the Exchange Offer, or as of the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, from the Company's independent accountants specified
                  in the Purchase Agreement, in the customary form and covering
                  matters of the type customarily covered in comfort letters to
                  underwriters in connection with underwritten public offerings,
                  and covering the matters set forth in the comfort letters
                  delivered pursuant to Section 5(a) of the Purchase Agreement
                  subject to the same conditions with respect thereto and to the
                  delivery thereof; and



                                       13
<PAGE>
                  (B)   deliver such other documents and certificates as may be
            reasonably requested by the selling Holders to evidence compliance
            with the matters covered 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);



                                       14
<PAGE>
            (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 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


                                       15
<PAGE>
including the date of delivery of the Suspension Notice to the date of delivery
of the Recommencement Date.

            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 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


                                       16
<PAGE>
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 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 the Purchasers, 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 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


                                       17
<PAGE>
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 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


                                       18
<PAGE>
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 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


                                       19
<PAGE>
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 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


                                       20
<PAGE>
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.

            (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.
                        4400 MacArthur Blvd.
                        Suite 800
                        Newport Beach, CA  92660
                        Facsimile: 949-476-8006
                        Attention: Chief Financial Officer

                        with copies to:

                        InSight Health Services Corp.
                        4400 MacArthur Blvd.
                        Suite 800
                        Newport Beach, CA  92660
                        Facsimile: 949-476-0137
                        Attention: General Counsel

                        and to:

                        J.W. Childs Associates, L.P.
                        One Federal Street
                        21st Floor
                        Boston, MA  02110
                        Facsimile: 617-753-1101
                        Attention: Edward D. Yun

                        and to:



                                       21
<PAGE>
                        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
                        245 Park Avenue
                        New York, NY 10022
                        Facsimile: 212-836-8689
                        Attention: Stephen C. Koval, Esq.

            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.


                                       22
<PAGE>
            (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.








                                       23
<PAGE>
                                      OPEN MRI, INC.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      MAXUM HEALTH CORP.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      RADIOSURGERY CENTERS, INC.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      MAXUM HEALTH SERVICES CORP.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      MRI ASSOCIATES, L.P.

                                      By: InSight Health Corp.,
                                          its General Partner


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person




                                       25
<PAGE>
                                      MAXUM HEALTH SERVICES OF NORTH
                                      TEXAS, INC.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      MAXUM HEALTH SERVICES OF DALLAS,
                                      INC.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      NDDC, INC.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      DIAGNOSTIC SOLUTIONS CORP.


                                      By: /s/ Mark J. Tricolli
                                          ----------------------------
                                          Name: Mark J. Tricolli
                                          Title: Authorized Person



                                      BANC OF AMERICA SECURITIES LLC


                                      By: /s/ Raymond Cubero
                                          ----------------------------
                                          Name: Raymond Cubero
                                          Title: Managing Director



                                      FIRST UNION SECURITIES, INC.


                                      By: /s/ Jeff Gore
                                          ----------------------------
                                          Name: Jeff Gore
                                          Title: Vice President



                                       26
<PAGE>
                                                                      SCHEDULE A

                              SUBSIDIARY GUARANTORS

                                   GUARANTORS

<TABLE>
<CAPTION>
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

MRI Associates, L.P.                                    Indiana

Maxum Health Services of North Texas, Inc.              Texas

Maxum Health Services of Dallas, Inc.                   Texas

NDDC, Inc.                                              Texas

Diagnostic Solutions Corp.                              Delaware
</TABLE>







                                       27