SECOND AMENDMENT AGREEMENT dated as of

SECOND AMENDMENT AGREEMENT

dated as of March 25, 2014 (this "Second Amendment"), to the Credit Agreement referred to below is 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").

Borrower is party to that certain Credit and Guaranty Agreement dated as of October 10, 2012 (as amended, by the First Amendment

Agreement, dated as of April 3, 2013, the "Credit Agreement", and the Credit Agreement, as amended by this

Amendment, the "Amended Credit Agreement"), by and among the Borrower, Holdings and other Guarantors party

thereto, the Administrative Agent, the Collateral Agent and the other agents named therein;

Borrower has requested that Barclays Bank PLC, GE Capital Markets, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities

Inc. and RBC Capital Markets (collectively, the "Amendment Arrangers") solicit consents from the Lenders to

amend certain terms of the Credit Agreement as hereinafter provided to, among other things, provide for Incremental Term Loans

in an aggregate principal amount equal to $30,000,000 to be incurred on the Second Amendment Effective Date (as defined below)

(the "Incremental Term Loans").

C. The Borrower has also requested that certain amendments be made to the Credit Agreement to allow (i) the Borrower to incur

loans in the amount of $180,000,000 pursuant to a second lien credit facility (the "Second Lien Facility", together

with the Incremental Term Loans, the "Additional Borrowings") and (ii) the Credit Parties to grant second priority

liens over substantially all of their assets in connection therewith.

D. In connection with the Second Lien Facility, the parties desire to enter into the Intercreditor Agreement, dated as of the

Second Amendment Effective Date, among Holdings, the Borrower, the Subsidiaries party thereto, the Administrative Agent and the

administrative agent of the Second Lien Facility (the "Intercreditor Agreement").

E. The net cash proceeds of the Additional Borrowings will be used to redeem the Senior Notes, and to pay all transaction costs

related thereto. To the extent proceeds of the Additional Borrowings remain after payment of the foregoing, such proceeds will

be used for general corporate purposes of the Borrower as permitted under the Loan Documents;

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

in the Amended 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:

SECTION 1. Incremental Term Loans.

Person that executes and delivers a signature page to this Amendment in the capacity of "Incremental Term Lender"

(each, an "Incremental Term Lender") irrevocably (i) consents to the terms of this Amendment, (ii) commits

to provide Incremental Term Loans in a principal amount as set forth on their signature page hereto and (iii) upon the Second

Amendment Effective Date, shall make the Incremental Term Loans to the Borrower.

Incremental Term Loans shall be treated as Tranche B Term Loans, for all purposes under the Amended Credit Agreement, including

without limitation with respect to maturity, prepayments, repayments, interest rate and other economic terms. Notwithstanding

anything in the Amended Credit Agreement to the contrary (including Section 2.08 thereof), the initial Interest Period with respect

to the Incremental Term Loans shall commence on the Second Amendment Effective Date and end on the date(s) necessary (as determined

by the Administrative Agent) to enable all such Incremental Term Loans to be included in each Loan outstanding, on a pro rata

basis. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary to ensure that all such

Incremental Term Loans are included in each Loan outstanding, on a pro rata basis and the Administrative Agent shall be authorized

to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

(c) 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 Second Amendment Effective Date in the case of Base Rate Loans and (ii) three Business Days prior

to the anticipated Second Amendment Effective Date in the case of Eurodollar Loans, requesting that the Incremental Term Lenders

make the Incremental 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 Incremental Term Lender thereof. Not later than 1:00 p.m., New York City time,

on such requested funding date each applicable Incremental Term Lender 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 Incremental Term

Loans to be made by such Lender.

the Second Amendment Effective Date, the Borrower shall apply cash proceeds of the Incremental Term Loans as set forth in clause

E of the Recitals to this Second Amendment.

the avoidance of doubt, on and after the Second 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 Tranche B Term Loans,

inclusive of the Incremental Term Loans contemplated hereby.

SECTION 2. Amendment of Existing Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 6 hereof,

the Borrower and the Lenders party hereto agree that the Credit Agreement shall be amended on the Second Amendment Effective Date

to reflect the changes which are attached as Exhibit A hereto, such that on the Second Amendment Effective Date the terms

set forth in Exhibit A hereto which appear in bold and double underlined text (inserted text) shall be added to the Credit

Agreement and the terms appearing as text which is stricken (deleted text) shall be deleted from the Credit Agreement. As used

in the Amended Credit Agreement, the terms "Agreement", "this Agreement", "herein", "hereinafter",

"hereto", "hereof", and words of similar import shall, unless the context otherwise requires, mean, from

and after the Second Amendment Effective Date, the Amended Credit Agreement.

SECTION 3. Authorization

of Intercreditor Agreement.

Subject to the satisfaction

of the conditions set forth in Section 6 hereof, the Lenders party hereto agree that the Administrative Agent and the Collateral

Agent shall be authorized to enter into the Intercreditor Agreement attached hereto as Exhibit B.

SECTION 4. Representations

and Warranties. To induce the other parties hereto to enter into this Second Amendment, each of the Loan Parties represents

and warrants to the Administrative Agent that, as of the date hereof:

Loan Party has the requisite power and authority to execute and deliver this Second Amendment and to perform its obligations under

this Second Amendment and each Loan Document, as amended hereby. The execution and delivery of this Second Amendment and the performance

by each Loan Party of this Second Amendment and each Loan Document (as amended hereby) to which it is a party have been duly approved

by all necessary organizational action of each such Loan Party;

(b) This Second Amendment has been duly executed and delivered by each Loan Party that is a party hereto and this Second Amendment

is the legally valid and binding obligation of such Loan Party party thereto, enforceable against such Loan Party in accordance

with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting

creditors' rights generally or by equitable principles relating to enforceability; and

Default or Event of Default has occurred and is continuing.

SECTION 5. Reaffirmations.

(a) Each Guarantor, subject to the terms and limits contained in the Credit Agreement, reaffirms its guaranty of the Obligations

pursuant to the Credit Agreement as amended by this Second Amendment. Each Guarantor hereby acknowledges that it has reviewed the

terms and provisions of this Second Amendment and consents to this Second Amendment. Each Loan Party hereby confirms that each

Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Second

Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Second

undersigned, as Grantors under the Pledge and Security Agreement, and, as applicable, as parties to the other Security Documents

hereby consent and agree to this Second Amendment and hereby confirm and agree that (i) each of the Pledge and Security Agreement

and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in

all material respects and (ii) each of the Pledge and Security Agreement and the other Security Documents and the Collateral described

therein does, and shall continue to, secure the payment and performance of all of the Obligations of such Grantors immediately

prior to and after giving effect to this Second Amendment and the funding of the Incremental Term Loans.

SECTION 6. Amendment

Agreement Effectiveness; Conditions Precedent to Borrowing of Loans. The effectiveness of this Second Amendment and the borrowing

of the Incremental Term Loans shall be subject to the following conditions precedent and the date on which such conditions have

been satisfied is referred to herein as the "Second Amendment Effective Date":

Administrative Agent shall have received counterparts of this Second Amendment from each of the Borrower, the Guarantors, each

Incremental Term Lender and the Lenders constituting the Required Lenders (as defined in the Credit Agreement before the effectiveness