FIRST AMENDMENT AGREEMENT dated as of

FIRST AMENDMENT AGREEMENT

dated as of April 3, 2013 (this "First Amendment"), to the Credit and Guaranty Agreement dated as of October

10, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"),

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 thereto

from time to time, 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"), GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent (in such

capacity, the "Syndication Agent"), and DEUTSCHE BANK SECURITIES INC. and RBC CAPITAL MARKETS1,

as Co-Documentation Agents (in such capacity, the "Documentation Agents").

The Borrower has requested that the Credit Agreement be amended so as to, among other things, provide for a new tranche

of term loans thereunder (the "New Term Loans"), the proceeds of which would refinance any Term Loans that are

outstanding under the Credit Agreement immediately prior to the effectiveness of this First Amendment (the "Existing Term

Loans") and provide for an incremental $40,000,000 of proceeds to be used as set forth below in Recital B and which,

except as modified hereby, would have the same terms as the Existing Term Loans under the Credit Agreement;

On the First Amendment Effective Date (as defined below), the Borrower shall (a) borrow such New Term Loans and (b) use

the proceeds thereof (i) to repay in full all Existing Term Loans under the Credit Agreement (excluding any Exchanged Term Loans

(as defined below), (ii) to repay Revolving Loans, (iii) to pay premium, fees and expenses incurred in connection with the foregoing

and (iv) to the extent remaining after the application of proceeds for the foregoing, for general corporate purposes of the Borrower.

Except as otherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given them

in the Credit Agreement.

Accordingly, in consideration

of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby

acknowledged, the parties hereto agree as follows:

Subject to the terms and conditions set forth herein, each Person executing this First Amendment either as "New Term

Lender" or as an existing Lender electing a Cashless Roll Option on its signature page hereto (each a "New Term

Loan Lender") agrees, severally and not jointly, to make New Term Loans to the Borrower on the First Amendment Effective

Date in an amount specified on such signature page, in the case of a New Term Lender, or, in the case of an existing Lender electing

a Cashless Roll Option, as set forth in such Cashless Roll Option. Such New Term Loans shall be made in the manner contemplated

by paragraph (b) or (c) of this Section.

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

Each New Term Loan Lender shall make New Term Loans on the First Amendment Effective Date by either (i) exchanging its Existing

Term Loans, for New Term Loans in an equal principal amount (or such lesser amount as may be allocated to such Lender as notified

to such Lender by the Administrative Agent prior to the First Amendment Effective Date) or (ii) making its New Term Loans in accordance

with Section 1(c) below. Any portion of an Existing Term Loan exchanged for a New Term Loan as contemplated hereby is referred

to herein as an "Exchanged Term Loan". Each New Term Loan Lender that holds Existing Term Loans may elect to make its

New Term Loans in the manner set forth in clause (i) of this Section by electing the "Cashless Roll Option" on its

signature page hereto.

The Borrower shall give the Administrative Agent irrevocable notice prior to 1:00 p.m., New York City time, (i) one Business

Day prior to the anticipated First Amendment Effective Date in the case of Base Rate Loans and (ii) three Business Days prior to

the anticipated First Amendment Effective Date in the case of Eurodollar Loans) requesting that the New Term Lenders make the New

Term Loans on the requested funding date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative

Agent shall promptly notify each New Term Loan Lender thereof. Not later than 1:00 p.m., New York City time, on such requested

funding date each applicable New Term Loan Lender (other than a Lender that is exchanging its Existing Term Loans by electing the

Cashless Roll Option) shall make available to the Administrative Agent at the Principal Office designated by the Administrative

Agent an amount in immediately available funds equal to the New Term Loans to be made by such Lender. Notwithstanding anything

herein to the contrary, (i) the New Term Loans funded on the First Amendment Effective Date may, at the Borrower's request,

be funded as Eurodollar Rate Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of

the existing applicable Term Loans outstanding as of the date hereof prior to the effectiveness of this First Amendment and (ii)

the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.18(c) of the Credit Agreement in connection

with the repayment of the Term Loans on the First Amendment Effective Date.

The Required Lenders and the Administrative Agent waive the requirement for delivery of a notice of prepayment pursuant

to Section 2.13(a) of the Credit Agreement.

On the First Amendment Effective Date, the Borrower shall apply the cash proceeds of the New Term Loans as set forth in

clause B of the Recitals to this First Amendment.

For the avoidance of doubt, on and after the First Amendment Effective Date, each reference in the Credit Agreement to "Tranche

B Term Loans" shall, except as the context may otherwise require, be deemed to be a reference to the New Term Loans contemplated

Amendments. Effective as of the First Amendment Effective Date, the Credit Agreement is hereby amended as follows:

1.01 of the Credit Agreement is hereby amended by adding the following definition in the correct alphabetical order:

Amendment" means the First Amendment to this Agreement, among the Borrower, Holdings, the Subsidiary Guarantors, the

Administrative Agent and the Lenders party thereto, dated as of April 3, 2013."

Amendment Effective Date" has the meaning specified in the First Amendment."

1.01 of the Credit Agreement is further amended by revising the last sentence of the definition of "Adjusted Eurodollar

Rate" to read as follows:

"Notwithstanding anything

herein to the contrary, in respect of Tranche B Term Loans only, the Adjusted Eurodollar Rate shall not be less than 1.00% per

1.01 of the Credit Agreement is further amended by revising subsection (i) of the definition of "Applicable Margin"

"(i) (a) with respect to

Tranche B Term Loans that are Eurodollar Rate Loans, 3.25% per annum and (b) with respect to Tranche B Term Loans that are Base

Rate Loans, 2.25% per annum; and"

1.01 of the Credit Agreement is further amended by revising subsection (iii) of the definition of "Base Rate" to read

"(iii) solely in respect

of Tranche B Term Loans, 2.00% and"

1.01 of the Credit Agreement is further amended by amending and restating the definition "Tranche B Term Loan Commitment"

B Term Loan Commitment" means the commitment of a Lender to make or otherwise fund a Tranche B Term Loan and "Tranche

B Term Loan Commitments" means such commitments of all Lenders in the aggregate. The amount of each Lender's Tranche

B Term Loan Commitment, if any, is set forth on such Lender's signature page to the First Amendment or in the applicable

Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount

of the Tranche B Term Loan Commitments as of the First Amendment Effective Date is $388,250,000.

(f) Section 2.12 of the Credit Agreement is hereby amended and restated as follows:

principal amounts of the Tranche B Term Loans shall be repaid in consecutive quarterly installments (each, an "Installment"

in the aggregate amounts set forth below on the dates set forth below (each, an "Installment Date") commencing

amounts of any Incremental Term Loans shall be repaid as set forth in the applicable Joinder Agreement.

the foregoing, (x) such Installments shall be reduced on a pro rata basis in connection with any voluntary or mandatory prepayments

in accordance with Sections 2.13, 2.14 and 2.15 and the applicable Joinder Agreement, as applicable; (y) the Tranche

B Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later

than the Tranche B Term Loan Maturity Date; and (z) the Incremental Term Loans, together with all other amounts owed hereunder

with respect thereto, shall, in any event, be paid in full no later than the Incremental Term Loan Maturity Date."

Section 2.13(d) of the Credit Agreement is hereby amended by deleting the text "prior to the first anniversary of

the Closing Date" and replacing it with the following text "prior to the first anniversary of the First Amendment Effective

Section 5.01(g) of the Credit Agreement is hereby amended and restated as follows:

Plan. No later than March 31 of each Fiscal Year, a consolidated plan and financial forecast for such Fiscal Year (a

"Financial Plan"), including (1) a forecasted consolidated balance sheet and forecasted consolidated statements

of income and cash flows of Holdings and its Subsidiaries for such Fiscal Year, and an explanation of the assumptions on which

such forecasts are based and (2) forecasted consolidated statements of income and cash flows of Holdings and its Subsidiaries

for each quarter of such Fiscal Year;"

Waiver. On the terms and subject to the conditions set forth herein and in reliance on the representations and warranties

set forth herein, the Required Lenders hereby waive (i) any Default that may have arisen in connection with the covenant in Section

5.01(g) of the Credit Agreement prior to the First Amendment Effective Date, (ii) any Default that may have arisen in connection