RADNET, INC. 2006 EQUITY INCENTIVE PLAN (Amended and Restated as of

2006 EQUITY INCENTIVE PLAN

(Amended and Restated as of March 9,

Purpose of the Plan. The purpose of this Plan is to encourage ownership in the Company by key personnel whose

long-term service the Company considers essential to its continued progress and, thereby, encourage recipients to act in the stockholders'

interest and share in the Company's success.

Definitions. As used herein, the following definitions shall apply. However, if a Participant's employment

agreement or Award Agreement (or other written agreement executed by and between Participant and the Company) expressly includes

defined terms that are different from and/or conflict with the defined terms contained in this Plan then the defined terms contained

in the employment agreement or Award Agreement (or other written agreement executed by and between Participant and the Company)

shall govern and shall supersede the definitions provided in this Plan:

Meeting" shall mean the date of the consummation of the Company's regular annual meeting of its stockholders in 2017.

mean the Securities Act of 1933, as amended.

shall mean the Board, any Committees, or such delegates as shall be administering the Plan in accordance with Section 4 of the

shall mean any entity that is directly or indirectly in control of or controlled by the Company, or any entity in which the Company

has a significant ownership interest as determined by the Administrator.

shall mean the requirements relating to the administration of stock plans under federal and state laws; any stock exchange or quotation

system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the

Company's agreement with such exchange or quotation system; and, with respect to Awards subject to the laws of any foreign

jurisdiction where Awards are, or will be, granted under the Plan, to the laws of such jurisdiction.

shall mean, individually or collectively, a grant under the Plan of an Option, Stock Award, SAR, or Cash Award.

shall mean an Option Agreement, Stock Award Agreement, SAR Agreement, or Cash Award Agreement, which may be in written or electronic

format, in such form and with such terms as may be specified by the Administrator, evidencing the terms and conditions of an individual

Award. Each Award Agreement is subject to the terms and conditions of the Plan.

shall mean a Service Provider who has been granted an Award under the Plan.

shall mean the Board of Directors of the Company.

shall mean a bonus opportunity awarded under Section 13 pursuant to which a Participant may become entitled to receive an amount

based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award

(the "Cash Award Agreement").

shall mean, to the extent that an Option Agreement so provides and as permitted by Applicable Laws and in accordance with any procedures

established by the Committee, an arrangement whereby payment of some or all of the aggregate Exercise Price may be made all or

in part by delivery of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds

to the Company. The number of Shares delivered to the Participant may be further reduced if Cashless Exercise is utilized to satisfy

applicable tax withholding obligations arising from the exercise of the Option.

shall mean, with respect to a Participant, the occurrence of any of the following: (i) Participant's personal dishonesty,

willful misconduct, or breach of fiduciary duty involving personal profit, (ii) Participant's continuing intentional or habitual

failure to perform stated duties, (iii) Participant's violation of any law (other than minor traffic violations or similar

misdemeanor offenses not involving moral turpitude), (iv) Participant's material breach of any provision of an employment

or independent contractor agreement with the Company, or (v) any other act or omission by a Participant that, in the opinion of

the Committee, could reasonably be expected to adversely affect the Company's or a Subsidiary's or an Affiliate's

business, financial condition, prospects and/or reputation. In each of the foregoing subclauses (i) through (v), whether or not

a "Cause" event has occurred will be determined by the Committee in its sole discretion or, in the case of Participants

who are Directors or Officers, the Board, each of whose determination shall be final, conclusive and binding. A Participant's

service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances

are discovered that would have justified a termination for Cause, including, without limitation, violation of material Company

policies or breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant.

shall mean any of the following, unless the Administrator provides otherwise:

any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of

another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions

as immediately before such transaction);

the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned

subsidiary of the Company);

the acquisition of beneficial ownership of a controlling interest (including power to vote) in the outstanding shares of

Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act);

the dissolution or liquidation of the Company;

a contested election of Directors, as a result of which or in connection with which the persons who were Directors before

such election or their nominees cease to constitute a majority of the Board; or

any other event specified, at the time an Award is granted or thereafter, by the Board or a Committee. Notwithstanding the

foregoing, the term "Change in Control" shall not include any underwritten public offering of Shares registered under

shall mean the Internal Revenue Code of 1986, as amended.

shall mean a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

shall mean the common stock of the Company, par value $0.0001.

shall mean RadNet, Inc., a Delaware corporation, or its successor.

shall mean any natural person (or entity), other than an Employee or Director, who performs bona fide services for the Company

or an Affiliate as a consultant or advisor.

has the meaning set forth in Section 4(b)(xii) of the Plan.

shall mean those individuals whose compensation is (or may be) subject to the deduction limitations of Code Section 162(m).

shall mean a member of the Board.

shall mean permanent and total disability as defined in Section 22(e)(3) of the Code.

shall mean an employee of the Company or any Affiliate, and may include an Officer or Director. Within the limitations of Applicable

Laws, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual's status as

an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed

by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit,

litigation or otherwise; (ii) any leave of absence approved by the Company or an Affiliate; (iii) any transfer between locations

of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates; (iv) any change

in the Awardee's status from an employee to a Consultant or Director; and (v) an employee who, at the request of the Company

or an Affiliate, becomes employed by any partnership, joint venture, or corporation not meeting the requirements of an Affiliate

in which the Company or an Affiliate is a party.

shall mean the Securities Exchange Act of 1934, as amended.

shall mean, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option, as specified

in the applicable Option Agreement. "Exercise Price," in the case of a SAR, means an amount, as specified in the applicable

SAR Agreement, which is subtracted from the Fair Market Value in determining the amount payable to a Participant upon exercise

Value" shall mean, unless the Administrator determines otherwise, as of any date, the per Share closing price for such Common

Stock as of such date (or if no sales were reported on such date, the per Share closing price on the last preceding day for which

a sale was reported), as reported in such source as the Administrator shall determine.

shall mean the Company's fiscal year.

shall mean the date upon which an Award is granted to an Awardee pursuant to this Plan.

Option" or "ISO" shall mean an Option intended to qualify as an incentive stock option within the meaning of

Section 422 of the Code.

shall mean, to the extent that an Option Agreement so provides and as permitted by Applicable Laws, an arrangement pursuant to

which the number of Shares issued to the Participant in connection with the Participant's exercise of the Option will be

reduced by the Company's retention of a portion of such Shares. Upon such a net exercise of an Option, the Participant will

receive a net number of Shares that is equal to (i) the number of Shares as to which the Option is being exercised minus (ii) the

quotient (rounded down to the nearest whole number) of the aggregate Exercise Price of the Shares being exercised divided by the

Fair Market Value of a Share on the Option exercise date. The number of Shares covered by clause (ii) will be retained by the Company

and not delivered to the Participant. No fractional Shares will be created as a result of a Net Exercise and the Participant must

contemporaneously pay for any portion of the aggregate Exercise Price that is not covered by the Shares retained by the Company

under clause (ii). The number of Shares delivered to the Participant may be further reduced if Net Exercise is utilized to satisfy

applicable tax withholding obligations arising from the exercise of the Option.

Director" shall mean a member of the Board who is not an Employee.

Stock Option" shall mean an Option not intended to qualify as an Incentive Stock Option.