CREDIT AND GUARANTY AGREEMENT dated as of

CREDIT AND GUARANTY AGREEMENT

dated as of October 10, 2012

RADNET MANAGEMENT, INC.,

CERTAIN SUBSIDIARIES AND AFFILIATES

OF RADNET MANAGEMENT, INC.,

The Several Lenders from Time to Time

GE CAPITAL MARKETS, INC.,

RBC CAPITAL MARKETS,

DEUTSCHE BANK SECURITIES INC.,

as Joint Bookrunners and Joint Lead Arrangers,

GENERAL ELECTRIC CAPITAL CORPORATION,

as Syndication Agent,

RBC CAPITAL MARKETS,

DEUTSCHE BANK SECURITIES

as Co-Documentation Agents

as Administrative Agent and Collateral Agent

________________________________________________________

$451,250,000 Senior Secured Credit

________________________________________________________

CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY

AGREEMENT, dated as of October 10, 2012, is entered into by and among RADNET MANAGEMENT, INC., a California corporation

(the "Borrower"), RADNET, INC., a Delaware corporation ("Holdings"), CERTAIN SUBSIDIARIES

and AFFILIATES OF THE BORROWER, as Guarantors, the Lenders party hereto from time to time, General

Electric Capital Corporation ("GECC"), as syndication agent (the "Syndication Agent"),

RBC CAPITAL MARKETS 1 and Deutsche

Bank Securities Inc. ("DBSI"), as co-documentation agents (together, the "Co-Documentation

Agents") and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted

successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted

successors in such capacity, the "Collateral Agent").

WHEREAS, capitalized

terms used in these Recitals have the respective meanings set forth for such terms in Section 1.1 hereof;

Lenders have agreed to extend certain credit facilities to the Borrower in an aggregate principal amount not to exceed $451,250,000,

consisting of $350,000,000 aggregate principal amount of Tranche B Term Loans and $101,250,000 aggregate principal amount of Revolving

Commitments, the proceeds of which shall be used to repay certain existing Indebtedness of the Borrower and its Subsidiaries, pay

expenses related thereto and to provide funds for other general corporate purposes of the Borrower and its Subsidiaries;

Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties,

a First Priority Lien on substantially all of its assets, including a pledge of all of the Equity Interests of each of its Domestic

Subsidiaries, 66.0% of all of the voting Equity Interests of each of its Foreign Subsidiaries and all of the non-voting Equity

Interests of each of its Foreign Subsidiaries; and

Guarantors have agreed to guarantee the obligations of the Borrower hereunder and to secure their respective Obligations by granting

to the Collateral Agent, for the benefit of the Secured Parties, a First Priority Lien on substantially all of their respective

assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries (including the Borrower),

66.0% of all of the voting Equity Interests of each of their respective Foreign Subsidiaries and all of the non-voting Equity Interests

of each of their respective Foreign Subsidiaries.

in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions.

The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

Consideration" means the purchase consideration for any Permitted Acquisition and all other payments by any Loan

Party or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid

in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of

such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the

occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness,

"earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment of which are,

in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business.

"Adjusted Eurodollar

Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan,

the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/100 of 1.00%) (i) (a) the rate per

annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters

Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page)

for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of

approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced

in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the

rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service

which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such

period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such

Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available,

the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by the Administrative

Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to

the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar

Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on

such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement. Notwithstanding

anything herein to the contrary, in respect of Tranche B Term Loans only, the Adjusted Eurodollar Rate shall not be less than

1.25% per annum at any time.

Agent" has the meaning specified in the preamble hereto.

"Adverse Proceeding"

means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation

or arbitration (whether or not purportedly on behalf of any Loan Party or any of its Subsidiaries) at law or in equity, or before

or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge

of any Loan Party or any of its Subsidiaries, threatened against or adversely affecting any Loan Party or any of its Subsidiaries

or any property of any Loan Party or any of its Subsidiaries.

has the meaning set forth in Section 2.18(b).

has the meaning set forth in Section 2.18(b).

means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with,

that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling",

"controlled by" and "under common control with"), as applied to any Person, means the possession, directly

or indirectly, of the power (i) to vote 10.00% or more of the Securities having ordinary voting power for the election of directors

of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership

of voting securities or by contract or otherwise.

means each of the Administrative Agent, the Syndication Agent, the Collateral Agent and the Co-Documentation Agents and solely

for purposes of Article IX, the Joint Lead Arrangers.

has the meaning set forth in Section 10.01(b).

Due" has the meaning set forth in Section 2.17.

"Aggregate Payments"