EXHIBIT 99.5

                        INSTRUCTION TO REGISTERED HOLDER
                              FROM BENEFICIAL OWNER
                                       OF
                     10 1/2% SERIES A SENIOR NOTES DUE 2008
                                       OF
                                RADIOLOGIX, INC.

To Registered Holder:

         The undersigned hereby acknowledges receipt of the Prospectus dated
____________, 2002 (the "Prospectus") of Radiologix, Inc. (the "Company"), and
accompanying Letter of Transmittal (the "Letter of Transmittal") that together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of 10 1/2% Series B Senior Notes due 2008 (the "New Notes") of
the Company for each $1,000 principal amount of outstanding 10 1/2% Series A
Senior Notes due 2008 (the "Old Notes") of the Company. Capitalized terms used
but not defined have the meanings ascribed to them in the Prospectus.

         This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Old Notes held
by you for the account of the undersigned.

         The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in amount): $__________________

         With respect to the Exchange Offer, the undersigned hereby instructs
you (check one of the following boxes):

         [ ] To TENDER the following Old Notes held by you for the account of
the undersigned (insert principal amount of Old Notes to be tendered (if any)):

         $_________________ of Old Notes.*

                                       or

         [ ] NOT to TENDER any Old Notes held by you for the account of the
undersigned.

         * New Notes and the untendered portion of Old Notes must be in minimum
denominations of integral multiples of $1,000.


                                       1




         If the undersigned instructs you to tender Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to make
on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
New Notes to be acquired pursuant to the Exchange Offer will be acquired in the
ordinary course of business of the person acquiring the New Notes, whether or
not such person is the undersigned, (ii) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned pursuant to
the Exchange Offer (if not a broker-dealer referred to in the last sentence of
this paragraph) is engaging or intends to engage in the distribution of the New
Notes and none of them have any arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the New
Notes (x) must comply with the registration and prospectus delivery requirements
of the Securities Act, in connection with a secondary resale transaction of the
New Notes acquired by such person and (y) cannot rely on the position of the
staff of the Securities and Exchange Commission (the "Commission") set forth in
the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988)
or similar letters, (iv) the undersigned and each person receiving any New Notes
directly or indirectly from the undersigned pursuant to the Exchange Offer
understand that a secondary resale transaction described in clause (iii) above
should be covered by an effective registration statement containing the selling
security holder information required by Item 507 of Regulation S-K of the
Commission and (v) neither the undersigned nor any person receiving any New
Notes directly or indirectly from the undersigned pursuant to the Exchange Offer
is an "affiliate" of the Company, as defined under Rule 405 under the Securities
Act or, if the undersigned is an "affiliate" of the Company, that the
undersigned will comply with the registration and prospectus delivery
requirements of the Securities Act applicable to the undersigned. If the
undersigned is a broker-dealer that will receive New Notes for its own account
in exchange for Old Notes that were acquired as a result of market making or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes received in respect of such Old Notes pursuant to the Exchange
Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.


                                    SIGN HERE

Name of beneficial owner(s) (please print)
                                           -------------------------------------

Signature(s):
              ------------------------------------------------------------------

Address:
         -----------------------------------------------------------------------

Telephone Number:
                  --------------------------------------------------------------

Taxpayer identification or Social Security Number:
                                                   -----------------------------

Date:
      --------------------------------------------------------------------------

                                       2