-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ivopn9KvvJJaH/4Ir+r+8Gv+WFfc7H/hWmfEXAy/W5LV9+YolKyV91/v4SEMDcqo QHDZ5V4DsL4trxiJDBee5A== 0000914760-96-000009.txt : 19960131 0000914760-96-000009.hdr.sgml : 19960131 ACCESSION NUMBER: 0000914760-96-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960129 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL IMAGING CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000746712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 953643045 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35751 FILM NUMBER: 96508261 BUSINESS ADDRESS: STREET 1: 9444 FARNHAM ST STE 100 CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 6195600110 MAIL ADDRESS: STREET 2: 9444 FARNHAM STREET SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Medical Imaging Centers of America, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 584578108 (CUSIP Number) Mark J. Mihanovic, Esq.; McDermott, Will & Emery 2049 Century Park East - 34th Floor; Los Angeles, CA 90067-3208 (310) 284-6110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 16, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. SCHEDULE 13D CUSIP No. 584578108 Page 2 of ___ Pages ___________________________________________________________________________ 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS General Electric Company (I.R.S. Identification No. 14-0689340) ___________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / ___________________________________________________________________________ 3 SEC USE ONLY ___________________________________________________________________________ 4 SOURCE OF FUNDS* OO ___________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS PURSUANT TO ITEMS 2(d) or 2(e) / / ___________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ___________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 220,000 shares of Common Stock (includes 60,000 shares issuable upon the exercise of a warrant) OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON 9 SOLE DISPOSITIVE POWER WITH 220,000 shares of Common Stock (includes 60,000 shares issuable upon the exercise of a warrant) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,000 shares of Common Stock (includes 60,000 shares issuable upon the exercise of a warrant) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Item 1. Security and Issuer The security to which this statement relates is the Common Stock, $0.01 par value (the "Common Shares"), of Medical Imaging Centers of America, Inc., a California corporation (the "Company") with principal executive offices located at 9444 Farnham Street -- Suite 100, San Diego, California 92123. Item 2. Identity and Background This statement is filed by General Electric Company, a New York corporation ("GE") with principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut. GE engages in providing a wide variety of industrial, commercial and consumer products and services. For information with respect to the identity and background of each director and executive officer of GE, see Schedule I attached hereto. During the last five years, neither GE nor, to its best knowledge, any person identified on Schedule I has, except as set forth on Schedule II hereto (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which GE or such person, as the case may be, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best knowledge of GE, all persons identified on Schedule I are United States citizens, except that Paolo Fresco, Vice Chairman of the Board and an executive officer of GE, is an Italian citizen and Claudio X. Gonzalez, a director of GE, is a Mexican citizen. Item 3. Source and Amount of Funds or other Consideration In connection with a restructuring of the Company, the Company issued to GE, pursuant to the terms of an Agreement, dated May 14, 1993 (the "Restructuring Agreement"), between GE and the Company, an Amended and Restated Common Stock Purchase Warrant, dated May 27, 1993 (the "Warrant), exercisable by GE, beginning two years after the consummation of such restructuring, for 2,300,000 Common Shares upon the payment of a purchase price initially equal to $1.14 per Common Share. Pursuant to a Warrant Modification Agreement entered into in August 1995 by GE and the Company, GE agreed to an amendment of the Warrant (referred to herein, as so amended, as the "Amended Warrant") to reduce from 2,300,000 to 800,000 the number of Common Shares purchasable upon exercise thereof in exchange for a cash payment of $450,000 to GE from the Company. On January 16, 1996, pursuant to an Agreement and Amendment (the "Agreement and Amendment") between GE and the Company and certain subsidiaries of the Company, GE exercised its right under the Amended Warrant to purchase 160,000 Common Shares for a purchase price of $5.70 per Common Share (taking into account the effect of a one-for-five reverse stock split). Under the Agreement and Amendment, the purchase price for such Common Shares was satisfied by cancellation of indebtedness owed by the Company to GE under a Promissory Note, dated April 30, 1993 (the "Note"), issued by the Company to GE pursuant to the Restructuring Agreement. In addition, the Company issued to GE, in accordance with the Agreement and Amendment, an additional Common Stock Purchase Warrant (the "Additional Warrant"), dated January 16, 1996, immediately exercisable by GE for 60,000 Common Shares upon the payment of a purchase price initially equal to $8.50 per Common Share. The foregoing response to this Item 3 is qualified in its entirety by reference to the Restructuring Agreement (a copy of which is attached hereto as Exhibit 1), the Amended Warrant (a copy of which is attached hereto as Exhibit 2), the Agreement and Amendment (a copy of which is attached hereto as Exhibit 3) and the Additional Warrant (a copy of which is attached hereto as Exhibit 4), each of which is hereby incorporated herein. Item 4. Purpose of Transaction GE has acquired the Common Shares owned thereby and the Additional Warrant as an investment and in the ordinary course of business and not with the purpose of changing control of the Company. GE intends to review on a continuing basis its investment in the Company, including the Company's business, financial condition and operating results and general market and industry conditions and, based upon such review, may dispose of the Common Shares owned thereby or the Additional Warrant in the open market, in privately negotiated transactions or otherwise. GE may change its current intentions, acquire additional Common Shares or warrants exercisable for Common Shares or take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law. Except as described in this Item 4, GE has no current plans which relate to or would result in any of the events described in Items (a) through (j) of the instructions to this Item 4 of Schedule 13D. Item 5. Interest in the Securities of the Issuer (a) GE beneficially owns 220,000 Common Shares (including 60,000 Common Shares for which the Additional Warrant is exercisable), representing 8.2% of the outstanding Common Shares. (b) The responses to Items 7-11 of the cover page of this Schedule 13D relating to beneficial ownership of Common Shares are incorporated herein by reference. (c) Except as set forth in Item 3 hereof, neither GE nor, to the best knowledge of GE, any person identified on Schedule I hereto has effected any transactions with respect to Common Shares within the past 60 days. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. GE has indicated to certain executive officers of the Company that its current intention is to abstain from voting in the upcoming Special Meeting of Shareholders of the Company scheduled for February 26, 1996. GE has made no commitment to so abstain, however, and may change such current intention, or take any other action with respect to the Company or any of its debt or equity securities, in any manner permitted by law. Item 7. Material to Be Filed as Exhibits. (1) Agreement, dated May 14, 1993, between GE and the Company. (2) Amended and Restated Common Stock Purchase Warrant, dated May 27, 1993, issued by the Company to GE, as subsequently amended. (3) Agreement and Amendment, dated as of January 16, 1996, among GE and the Company and certain subsidiaries of the Company. (4) Common Stock Purchase Warrant, dated January 16, 1996, issued by the Company to GE. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC COMPANY By: /s/ John M. Trani Name: John M. Trani Title: Sr. Vice Pres. GE Medical Systems Dated: January 25, 1996 SCHEDULE I BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC COMPANY The directors and executive officers of General Electric Company are identified in the table below. Directors of General Electric Company are indicated by an asterisk. Unless otherwise indicated, the business address of each person listed below is 3135 Easton Turnpike, Fairfield, Connecticut 06431. PRESENT PRINCIPAL NAME OCCUPATION CITIZENSHIP John F. Welch, Jr.* Chairman of the Board and United Chief Executive Officer States Dennis D. Dammerman* Senior Vice President- United Finance States P. Fresco* Vice Chairman of the Board Italy and Executive Officer John D. Opie* Vice Chairman of the Board United and Executive Officer States Frank P. Doyle Executive Vice President United States Philip D. Amsen Vice President and United Comptroller States James R. Bunt Vice President and United Treasurer States David L. Calhoun Vice President-GE United Transportation Systems States William J. Conaty Senior Vice President-Human United Resources States Lewis S. Edelheit Senior Vice President- United Corporate Research and States Development Dale F. Frey Chairman and President-GE United Investments Corporation States Benjamin W. Heineman, Senior Vice President, United Jr. General Counsel and States Secretary PRESENT PRINCIPAL NAME OCCUPATION CITIZENSHIP W. James McNerney, Senior Vice President-GE United Jr. Lighting States Eugene F. Murphy Senior Vice President-GE United Aircraft Engines States Robert L. Nardelli Senior Vice President-GE United Power Systems States Robert W. Nelson Vice President-Corporate United Financial Planning and States Analysis Gary M. Reiner Vice President-Corporate United Business Development States Gary L. Rogers Senior Vice President-GE United Plastics States James W. Rogers Vice President-GE Motors United States Jay R. Stonesifer Senior Vice President-GE United Appliances States John M. Trani Senior Vice President-GE United Medical Systems States Lloyd G. Trotter Vice President-GE United Electrical Distribution and States Control H. Brewster Atwater, Retired Chairman, Chief United Jr.* Executive Officer, and States former Director General Mills, Inc. David W. Calloway* Chairman of the Board, United Chief Executive Officer and States Director, PepsiCo, Inc. Silas S. Cathcart* Director and Retired United Chairman, Illinois Tool States Works Claudio X. Gonzalez* Chairman of the Board and Mexico Managing Director Kimberly- Clark de Mexico, S.A. de C.V. Robert E. Mercer* Retired Chairman of the United Board and former Director, States The Goodyear Tire & Rubber Company Gertrude G. Member of the Board of United Michelson* Directors - Federated States Department Stores Roger S. Penske* President - Penske United Corporation States Barbara S. Prieskel* Former Senior Vice United President, Motion Picture States Associations of America Frank H.T. Rhodes* President Emeritus Cornell United University States PRESENT PRINCIPAL NAME OCCUPATION CITIZENSHIP Andrew C. Sigler* Chairman of the Board, CEO and Director, Champion International Douglas A. Warner Chairman of the Board, United III* President, and Chief States Executive Officer, J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company SCHEDULE II RECENT GE CONVICTIONS 8. United States ex. rel. Taxpayers Against Fraud and Chester L. Walsh v. General Electric Company On November 15, 1990, an action under the federal False Claims Act 31 U.S.C. Sections 3729-32, was filed under seal against General Electric Company ("GE") in the United States District Court for the Southern District of Ohio. The qui tam action, brought by an organization called Taxpayers Against Fraud and an employee of GE's Aircraft Engines division ("GEAE"), alleged that GEAE, in connection with its sales of F11O aircraft engines and support equipment to Israel, made false statements to the Israeli Ministry of Defense (MoD), causing MoD to submit false claims to the United States Department of Defense under the Foreign Military Sales Program. Senior GE management became aware of possible misconduct in GEAE's Israeli F110 program in December 1990. Before learning of the sealed qui tam suit, GE immediately made a voluntary disclosure to the Departments of Defense and Justice, promised full cooperation and restitution, and began an internal investigation. In August 1991, the federal court action was unsealed, and the Department of Justice intervened and took over responsibility for the case. On July 22, 1992, after GE had completed its investigation and made a complete factual disclosure to the U.S. government as part of settlement discussions, the United States and GE executed a settlement agreement and filed a stipulation dismissing the civil action. Without admitting or denying the allegations in the complaint, GE agreed to pay $59.5 million in full settlement of the civil fraud claims. Also on July 22, 1992, in connection with the same matter, the United States filed a four count information charging GE with violations of 18 U.S.C. Section 287 (submitting false claims against the United States), 18 U.S.C. Section 1957 (engaging in monetary transactions in criminally derived property), 15 U.S.C. Sections 78m(b)(2)(A) and 78ff(a) (inaccurate books and records), and 18 U.S.C. Section 371 (conspiracy to defraud the United States and to commit offenses against the United States). The same day, GE and the United States entered a plea agreement in which GE agreed to waive indictment, plead guilty to the information, and pay a fine of $9.5 million. GE was that day sentenced by the federal court in accordance with the plea agreement. 9. Except for the foregoing, GE has not and, to the best of GE's knowledge, none of the directors and executive officers of GE has been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 10. GE has not and, to the best of GE's knowledge, none of the directors and executive officers of GE has been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. EXHIBIT INDEX Exhibit (1) Agreement, dated May 14, 1993, between GE and the Company Exhibit (2) Amended and Restated Common Stock Purchase Warrant, dated May 27, 1993, issued by the Company to GE, as subsequently amended Exhibit (3) Agreement and Amendment, dated as of January 16, 1996 among GE and the Company and certain subsidiaries of the Company Exhibit (4) Common Stock Purchase Warrant, dated January 16, 1996, issued by the Company to GE EX-1 2 Exhibit (1) AGREEMENT THIS AGREEMENT is made this 14th day of May, 1993 by and between General Electric Company, a New York corporation, acting through GE Medical Systems ("GE") and Medical Imaging Centers of America, Inc., a California corporation ("MICA"). RECITALS A. GE is a primary supplier of equipment and services to MICA. B. MICA has requested that GE restructure the terms of its obligations and the obligations of its Subsidiaries to GE arising in connection with GE's provision of equipment and services to MICA and its Subsidiaries and GE has agreed to do so on the terms and conditions set forth herein. C. MICA acknowledges that GE is making valuable monetary and other concessions pursuant to this Agreement and the transactions contemplated hereby, including without limitation (i) GE's agreement to terminate certain equipment leases and to accept the return of the equipment subject to the leases in full satisfaction of rent(s) due under the leases without imposition of any early termination fees or penalties, (ii) reduction by $32,497.16 of current monthly finance and service payments of MICA and certain of its subsidiaries pursuant to a sale-leaseback of equipment, (iii) cancellation of MICA's November 1, 1992 promissory note to GE and acceptance of a replacement note which provides for an interest rate of 0.0% for the period May 1993 through April 1994, and (iv) deferral of March and April 1993 equipment and service payments owing for the "Fee for Service" segment of MICA's business, all as more completely described in this Agreement and the other instruments and documents to be executed in connection with closing the transactions contemplated hereby. NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions contained herein, and of any extension of credit or financial accommodation heretofore, now or hereafter made by GE to or on behalf of MICA and its Subsidiaries, GE and MICA hereby agree as follows: 1. GENERAL DEFINITIONS AND RULES OF CONSTRUCTION In addition to the defined terms appearing above or defined in subsequent sections of this Agreement, capitalized terms used in this Agreement shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings when used in this Agreement: 1.1 "Affiliate" shall mean as to any Person (i) any other Person which, directly or indirectly, controls, is controlled by or is under common control with that Person, and (ii) any Person in which, directly or indirectly, any Person described in (i) controls, is controlled by or is under common control. 1.2 "Bankruptcy Code" shall mean Title 11 of the United States Code, as from time to time amended, and the rules applicable with respect thereto. 1.3 "Bill of Sale" shall mean that certain bill of sale in the form attached hereto as Schedule 1.3 whereby MICA and certain of its Subsidiaries shall transfer the Sale-Leaseback Equipment to GE. 1.4 "Business Day" shall mean any day except Saturday, Sunday or any day in which banks in Milwaukee, Wisconsin are required or authorized by law to remain closed. 1.5 "Closing Date" shall mean May 21, 1993. 1.6 "Collateral" shall have the meaning assigned to it in Section 2(a) of the Security Agreement. 1.7 "Default" shall mean any event which, with the passage of time, the giving of notice, or both, would become an Event of Default, unless cured or unless waived as specifically provided in this Agreement. 1.8 "Disposition" shall mean the sale, transfer or other disposition in any single transaction or series of related transactions of any asset, or group of related assets, of MICA or any of its Subsidiaries, other than the sale or other disposition of inventory in the ordinary course of business. As used in this Agreement, the phrase "series of related transactions" shall mean that the transactions, taken as a whole, were conceived and are implemented on a strategically integrated basis and the phrase "related assets" shall mean that the assets are functionally related to one another. 1.9 "Distributions" shall mean, with respect to any shares of capital stock or any warrant or right to acquire shares of capital stock or any other equity security issued by MICA, (i) the retirement, redemption, purchase or other acquisition, directly or indirectly, for value by MICA of any such security, except to the extent that the consideration therefor consists of shares of Stock, (ii) the declaration or (without duplication) payment by MICA of any dividend in cash or in Property, directly or indirectly, on or with respect to any such security, (iii) any investment by MICA in the holder of 5% or more of any such security if a purpose of such investment is to avoid characterization of the transaction as a Distribution, and (iv) any other payment by MICA constituting a distribution under applicable laws with respect to such security. 1.10 "Event of Default" shall have the meaning assigned to it in Section 7.1. 1.11 "Financing Statements" shall mean the Form UCC-1 or other financing statements to be filed in the appropriate offices for the perfection of a security interest in any of the Collateral. 1.12 "GAAP" shall mean Generally Accepted Accounting Principles applied on a consistent basis as in effect from time to time and practices which are recognized as such by the American Institute of Certified Public Accountants acting through its Accounting Principles Board or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof and which are consistently applied for all periods after the date of this Agreement. 1.12A "Harris Bank" shall mean Harris Trust and Savings Bank, an Illinois banking corporation. 1.12B "Harris Documents" shall have the meaning set forth in Section 1 of the Security Agreement. 1.13 "Hazardous Materials" shall mean any substance, material, or waste that is regulated because of its hazardous, toxic, or polluting nature, by any city, county, or other local or regional government authority, any State, or the United States Government or any agency thereof having jurisdiction, including any material or substance that is (i) petroleum or petroleum distillates, including crude oil, natural gas, natural gas liquids, liquefied natural gas or synthetic gas, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to section 311 of the Clean Water Act, 33 U.S.C. 1251, et seq., 33 U.S.C. 1321, or listed pursuant to section 307 of the Clean Water Act, 33 U.S.C. 1317, (iv) defined as a "hazardous waste" pursuant to section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq., 42 U.S.C. 6903, (v) defined as a "hazardous substance" pursuant to section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601, et seq., 42 U.S.C. 9601, (vi) determined to be a chemical substance or mixture that poses an unreasonable risk of injury to human health or the environment under the Toxic Substances Control Act, 15 U.S.C. 2601, et seq., (vii) determined to be a Hazardous Air Pollutant under the Clean Air Act, 42 U.S.C. 7501, et seq., or (viii) listed, defined, or identified in the regulations adopted pursuant to any of the foregoing laws. 1.14 "Indebtedness" means, as applied to any Person, without duplication (i) all items, except items of capital stock or of surplus or of general contingency or deferred tax reserves, which in accordance with GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person on the date as of which Indebtedness is to be determined, (ii) all obligations secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien to which any Property or asset owned or held by such Person is subject, whether or not the obligation secured thereby shall have been assumed, and (iii) all obligations of other Persons which such Person has guaranteed, including, but not limited to, all obligations of such Person consisting of recourse liabilities with respect to accounts receivable sold or otherwise disposed of by such Person. 1.15 "Installment Agreements" shall have the meaning set forth in Section 2.2 hereof. 1.15A "Installment Sale Termination Agreements" shall have the meaning set forth in Section 2.2 hereof. 1.16 "IRC" shall mean the Internal Revenue Code of 1986, as heretofore or hereafter amended, and all regulations promulgated thereunder. 1.17 "Lease Termination Agreements" shall mean those certain Lease Termination Agreements to be entered into on the Closing Date by GE and MICA and its Subsidiaries, as applicable, in a form substantially as set forth in Schedule 1.17 hereto. 1.18 "Liabilities" or "Liability" shall mean all loans, advances, indebtedness, liabilities, and obligations of MICA and its Subsidiaries to GE, of any and every kind and nature, whether now or hereafter owing, arising, due or payable from MICA or its Subsidiaries to GE, whether or not evidenced by any note, agreement, or other instrument and whether primary, secondary, direct, contingent, fixed or otherwise, including obligations of performance, and including, particularly, principal, interest, loan fees, charges, expenses, attorneys' fees, and other amounts chargeable to MICA or its Subsidiaries by GE. 1.19 "Lien" shall mean (i) any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien (including tax liens, judgment liens, liens of mechanics, suppliers, and other Persons for the provision of goods or services, and all other liens arising under statute, common law or judicial interpretation), charge, claim, security interest, capitalized lease obligation, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing), (ii) any arrangement, express or implied, under which any Property is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of general, unsecured creditors; (iii) any indebtedness which is unpaid more than forty-five (45) days after the same shall have become due and payable and which if unpaid would by law (including but not limited to bankruptcy and insolvency laws), or otherwise, be given any priority whatsoever over general, unsecured creditors; and (iv) the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction. 1.20 "Material Adverse Effect" shall mean any set of circumstances or events which (i) was initiated or approved by MICA or any of its Subsidiaries and which has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other agreement between MICA or one of its Subsidiaries and GE, (ii) is or could reasonably be expected to be material and adverse to the condition (financial or otherwise), or business operations of MICA and its Subsidiaries, taken as a whole, (iii) materially impairs or could reasonably be expected to materially impair the ability of MICA to satisfy the Liabilities, or (iv) was initiated or approved by MICA or any of its Subsidiaries and which materially impairs or could reasonably be expected to materially impair the ability of GE to enforce its legal remedies pursuant to this Agreement or any of the Scheduled Documents. 1.21 "MaxiService Agreements" shall have the meaning set forth in Section 2.2 hereof. 1.22 "MICA Imaging" shall mean MICA Imaging, Inc., an Illinois corporation. 1.23 "1992 Note" shall have the meaning set forth in Section 2.3 hereof. 1.24 "Note" shall have the meaning set forth in Section 2.3 hereof. 1.25 "Person" shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity, party, or government (whether federal, state, county, city, municipal, or otherwise, including any instrumentality, division, agency, body, or department thereof). 1.26 "Property" shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. 1.27 "Release and Settlement Agreement" shall have the meaning set forth in Section 3.1(A) hereof. 1.28 "Reserves" shall mean reserves for returns, allowances, and the like as may be established by MICA or as may otherwise be required in accordance with GAAP. 1.29 "Sale-Leaseback Equipment" shall have the meaning set forth in Section 2.2 hereof. 1.30 "Scheduled Documents" shall mean, collectively, the Note, the Security Agreement, the Warrant, the Lease Termination Agreements, the Release and Settlement Agreement, the MaxiService Agreements and the Bill of Sale. 1.31 "Security Agreement" shall mean that certain Security Agreement in the form attached as Schedule 1.31 hereto. 1.32 "Solvent" when used with respect to MICA, shall mean that (i) the fair salable value of the total amount of MICA's assets is in excess of the total amount of its liabilities (including for purposes of this definition all liabilities, whether or not reflected on a balance sheet prepared in accordance with generally accepted accounting principles, and whether direct or indirect, fixed or contingent, secured or unsecured, and disputed or undisputed); (ii) MICA is able to pay its debts or obligations in the ordinary course as they mature; and (iii) MICA has capital sufficient to carry on its businesses and all businesses in which it is about to engage. 1.33 "Stock" shall mean all shares, options, warrants, interests, participations, or other equivalents, howsoever designated, of or in a corporation or equivalent entity, whether voting or non-voting, including common stock, preferred stock, convertible debentures, and all agreements, instruments, any other "option" (as such term is defined in temporary Treasury Regulation 1.382-2T(h)(4)(v) promulgated under the Internal Revenue Code), or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), and documents convertible, in whole or in part, into any one or more or all of the foregoing. 1.34 "Subsidiary" shall mean any corporation of which fifty percent (50%) or more of the outstanding shares of each class having voting power (other than shares having such power by reason of the happening of a contingency) is at the time owned or controlled, directly or indirectly, by MICA. 1.35 "Supplemental Documentation" shall mean agreements, instruments, documents, financing statements, warehouse receipts, bills of lading, and other written matter necessary or requested by GE to perfect and/or maintain the perfection of GE's Lien upon the Collateral and to consummate the transactions contemplated in or by this Agreement and the Scheduled Documents. 1.36 "Termination Date" shall mean the date on which all Liabilities under or in connection with the Note have been completely and finally paid and discharged, whether by prepayment or otherwise. 1.37 "UCC" shall mean the Uniform Commercial Code of the jurisdiction with respect to which such term is used, as in effect from time to time. 1.38 "Warrant" shall have the meaning set forth in Section 2.4 hereto. 1.39 Other Terms: All other terms hereinbefore or hereinafter defined, including, without limitation, all terms defined in the preamble and recitals hereto, shall have the meanings herein assigned to such terms. All terms used in the above definitions and all other terms contained in this Agreement, where the context so indicates or requires, shall have the meanings provided by the UCC as in effect in the State of California to the extent the same are used or defined therein. Any accounting terms used in this Agreement and not specifically defined herein shall have the meanings given them in accordance with GAAP, and all financial computations hereunder shall be computed, unless otherwise specifically provided herein, in accordance with GAAP, consistently applied. That certain terms or computations are explicitly modified by the phrase "in accordance with GAAP" shall in no way be construed to limit the foregoing. 1.40 Rules of Construction: Except as otherwise specifically provided in this Agreement, the singular of any term shall include the plural, and vice versa, the use of any term shall be equally applicable to any gender, "or" shall not be exclusive, and "including" shall not be limiting. The words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules hereto, as the same may from time to time be amended, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement. Any reference to a "Section," "Exhibit," or "Schedule" shall refer to the relevant Section of, or Exhibit or Schedule to, this Agreement, unless specifically indicated to the contrary. 2. RESTRUCTURING OF OBLIGATIONS 2.1 Termination or Assignment of Equipment Leases. GE and MICA (or the applicable Subsidiary of MICA) shall terminate or assign the equipment leases relating to the equipment described on Exhibit 2.1 hereto on the Closing Date by executing and delivering Lease Termination Agreements or Assignment and Assumption Agreements with respect to such leases as provided in Exhibit 2.1. The equipment shall be returned to GE in full satisfaction of rental payments due under the corresponding leases, all as more specifically set forth in the Lease Termination Agreements. 2.2 Sale-Leaseback. On the Closing Date, MICA shall sell, assign, transfer and deliver and shall cause certain of its Subsidiaries to sell, assign, transfer and deliver to GE, and GE shall purchase and receive from MICA and such Subsidiaries, all of the equipment ("Sale-Leaseback Equipment") subject to the installment sales agreements identified on Exhibit 2.2 hereto (collectively, the "Installment Agreements") including but not limited to the equipment identified on Exhibit 2.2, free and clear of any and all security interests, mortgages, pledges, liens, restrictions, charges or encumbrances of any kind or character, direct or indirect, whether accrued, absolute, contingent or otherwise, other than liens granted to GE. The aggregate purchase price, including applicable Illinois sales tax, for the Sale-Leaseback Equipment shall be equal to Five Million Seven Hundred Four Thousand One Hundred Twelve Dollars and Nine Cents ($5,704,112.09) ("Purchase Price"). MICA shall deliver an invoice to GE in the amount of the Illinois sales tax payable in connection with the sale of the Sale-Leaseback Equipment to GE. GE shall promptly deliver a check to MICA in the amount of such sales tax. The remainder of the Purchase Price shall be paid by GE by cancelling MICA or the applicable Subsidiary's remaining obligation under the Installment Agreements pursuant to the terms of the "Installment Sale Termination Agreements" (as defined below). Concurrent with the transfer of the Sale-Leaseback Equipment, GE and MICA shall (i) execute and deliver installment sale termination agreements in a form substantially as set forth in Schedule 2.2(A) hereto ("Installment Sale Termination Agreements") with respect to each of the Installment Agreements, and (ii) execute and deliver lease and service agreements in a form substantially as set forth in Schedule 2.2(B) hereto (the "MaxiService Agreements"), whereby GE shall lease to MICA or one of its Subsidiaries the Sale-Leaseback Equipment and provide service thereon, all as more specifically set forth in the MaxiService Agreements. Payment terms under the MaxiService Agreements with respect to the Sale- Leaseback Equipment shall be as set forth in Exhibit 2.2 hereto. 2.3 Note. On the Closing Date, MICA shall execute and deliver to GE its promissory note (the "Note") in the principal amount of Seven Million Four Hundred Forty-Two Thousand Six Hundred Sixteen Dollars and Thirty-Eight Cents ($7,442,616.38) in the form attached hereto as Schedule 2.3, which amount corresponds to the sum of (i) the aggregate indebtedness of MICA to GE under the November 1, 1992 promissory note (the "1992 Note") made by MICA and payable to GE in the original principal amount of Three Million Three Hundred Thirty-Four Thousand Four Hundred Eighteen and 94/100 Dollars ($3,334,418.94) and (ii) all payments due and owing to GE from MICA and its Affiliates under all service agreements and equipment leases related to the "Fee For Service" segment of MICA's business (as identified on Exhibit 2.3 hereto) for the months of March, April and May 1993 (the "Deferred Payments"). GE's acceptance of the Note shall reflect GE's deferral of the Deferred Payments and waiver of all penalties and events of default under the service agreements and equipment leases identified on Exhibit 2.3 arising from the nonpayment of such amounts in March, April and May 1993. GE shall return the 1992 Note to MICA marked "Superseded" on the face thereof concurrently with its receipt of the Note. 2.4 Warrant. On the Closing Date, MICA shall issue and deliver to GE its common stock warrant (the "Warrant"), in the form attached hereto as Schedule 2.4, to acquire 2,300,000 shares of its common stock, no par value, at an exercise price per share equal to (i) $0.45 plus (ii) the last reported sales price of MICA's common stock, no par value, on NASDAQ on the date immediately preceding the Closing Date. The Warrant shall be exercisable from time to time commencing on the second anniversary of the Closing Date and ending at 5:00 p.m., California time on the fifth anniversary of the Closing Date. 2.5 Security Interest. To secure the performance of the Liabilities by MICA and its Subsidiaries, MICA shall grant and shall cause its Subsidiaries to grant a security interest to GE in their respective accounts receivable and in all equipment purchased from and financed by GE or leased pursuant to capital leases by them from GE or one of its Affiliates, free and clear of all Liens, except the Lien of Harris Bank in the accounts receivable of MICA Imaging and any Liens granted to GE, pursuant to that certain Security Agreement in the form attached hereto as Schedule 1.31. Notwithstanding the foregoing, nothing in this Agreement or in the Security Agreement shall be construed to give GE any right to the accounts receivable of any joint venture or partnership in existence as of the Closing Date which is an Affiliate of MICA as identified in Exhibit 4.1(L). Pursuant to the Security Agreement, GE shall agree, in the exercise of its reasonable discretion, to subordinate its security interest in the accounts receivable, except those of MICA Imaging, to a new lender who provides new capital to MICA. 2.6 One Obligation. All indebtedness, obligations, and Liabilities of MICA to GE under this Agreement and the Note shall constitute one obligation secured by GE's Lien upon all Collateral and by all other Liens, security interests, claims and encumbrances heretofore, now, or at any time or times hereafter granted by MICA to GE. MICA agrees that all of the rights of GE set forth in this Agreement shall apply to any modification of or supplement to this Agreement except as otherwise specifically provided in any such modification or supplement. 2.7 Term. The provisions of this Agreement shall be in effect until the Termination Date, unless terminated sooner in accordance with the provisions of this Agreement. Notwithstanding any provision herein to the contrary, MICA and GE expressly agree that the Note shall be due and payable at any time any other Liability of MICA to GE is accelerated or terminated (except by prepayment or final payment on the due date thereof) in accordance with this Agreement or any other agreement evidencing such Liability, as the case may be. 2.8 Application of Payments and Collections. Upon the occurrence and during the continuance of any Default or Event of Default, MICA irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by GE from or on behalf of MICA, and MICA irrevocably agrees that GE shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by GE or its agents against the Liabilities in such manner as GE may deem advisable, notwithstanding any entry by GE upon any of its books and records. 3. CONDITIONS PRECEDENT 3.1 Conditions Precedent of GE to Closing. GE's obligation to close the transactions contemplated hereby and to perform its obligations as of the Closing Date shall be, at the option of GE, subject to satisfaction of each of the following conditions (which may be waived specifically in writing by GE in whole or in part) at or prior to the Closing Date: (A) Release and Settlement Agreement. GE, MICA and MICA's Subsidiaries shall have executed and delivered a Release and Settlement Agreement in the form attached as Schedule 3.1(A) ("Release and Settlement Agreement") hereto whereby MICA and its Subsidiaries shall release any and all claims against GE except those involving equipment and maintenance problems not within their knowledge as of the Closing Date. (B) Obligations. All obligations of MICA and its Affiliates under all leases, agreements and instruments with or payable to GE that have accrued as of the Closing Date shall have been satisfied in full by MICA or its Affiliates, except as otherwise specifically provided in this Agreement or the Lease Termination Agreements. (C) Warranties True; Covenants Performed. Each of the representations and warranties made by MICA and set forth in this Agreement and the Exhibits attached hereto or otherwise made in writing in connection herewith shall be true and correct in all material respects at and as of the Closing Date, and the covenants required by this Agreement to be performed and complied with by MICA as of the Closing Date shall have all been performed and complied with in all material respects. (D) MICA Consents, Approvals and Authorizations. MICA shall have obtained all consents, approvals and authorizations of third parties necessary in connection with the valid execution, delivery and performance of this Agreement and the Scheduled Documents. (E) Signing of Instruments. MICA and its Subsidiaries shall have executed and delivered all documents and instruments required to be executed by them pursuant to the provisions of this Agreement, including, without limitation, all of the Scheduled Documents. (F) Unfavorable Action or Proceeding. On the Closing Date no action or proceeding shall be pending or threatened against MICA wherein an unfavorable judgment, decree or order would, in GE's reasonable opinion, prevent or make unfavorable the carrying out of this Agreement, would cause the transactions contemplated by this Agreement to be rescinded, or would have a Material Adverse Effect on MICA. In the event of the receipt of any communication from any Person or any other notice (a copy of which communication or notice shall be promptly delivered to GE) prior to the Closing Date, which communication or notice shall in the reasonable opinion of GE threaten such action or proceeding, GE may cancel this Agreement by giving written notice to MICA and shall thereupon be released from any and all liability related to this Agreement. (G) Officer's Certificate. GE shall have received a certificate of the President of MICA, dated as of the Closing Date, in the form attached hereto as Schedule 3.1(G) and certifying to GE the accuracy of the representations and warranties set forth in this Agreement and compliance with MICA's covenants set forth in this Agreement that are required to be performed as of the Closing Date. (H) Certificate of Incumbency. GE shall have received a certificate of the corporate Secretary of MICA dated as of the Closing Date and certifying to GE (i) that attached thereto is a true and complete copy of the Articles of Incorporation and the Bylaws of MICA, as in effect on the date of such certification, (ii) as to the incumbency and genuineness of the signature of the officers of MICA from the date hereof to the Closing Date and bearing the authentic signatures of all such officers who shall execute this Agreement and the Scheduled Documents, (iii) as to the resolutions of the Board of Directors of MICA authorizing the execution, delivery and performance of this Agreement and the Scheduled Documents, and (iv) that such resolutions have not been amended or rescinded and remain in full force and effect. (I) Good Standing Certificates. GE shall have received a copy of the Articles of Incorporation of MICA and MICA Imaging, Inc., an Illinois corporation ("MICA Imaging"), and all amendments thereto, certified by the Secretaries of State of their respective States of incorporation, and good standing certificates for each such corporation, issued by the Secretaries of State of the States where they are qualified to do business, as set forth in Exhibit 4.1(A). (J) Default. There shall exist no Default or Event of Default on the Closing Date under this Agreement. (K) Debt Holder Concessions. Holders of not less than seventy-five percent (75%) of MICA's $11 million convertible subordinated debentures due in 1999 shall have agreed to the concessions set forth in Exhibit 3.1(K). (L) Automatic Drafting. MICA and each of its Subsidiaries shall have executed and delivered to GE an Authorization Agreement for Pre-Arranged Payments (Debits) in the form attached as Schedule 3.1(L) hereto whereby GE shall be authorized to debit the account or accounts of MICA and its Subsidiaries that are identified in Exhibit 3.1(L) for payments due each month under all leaseline, maxiservice, lease agreements, installment and/or service contracts with GE. (M) Exhibits and Schedules. The provisions of all Exhibits and Schedules attached to this Agreement that have not been completed as of the date of this Agreement shall be acceptable to GE in its reasonable discretion. Further, GE shall have been given the opportunity through and including the Closing Date to update and amend the Exhibits attached to this Agreement; provided, however, that any amendments to such Exhibits made by GE shall be acceptable to MICA in its sole discretion. (N) Harris Bank Consent. Harris Bank shall have provided its written consent to the terms of the Security Agreement. 3.2 Conditions Precedent of MICA to Closing. MICA's obligation to close the transactions contemplated hereby and to perform its obligations as of the Closing Date shall be, at the option of MICA, subject to satisfaction of the condition (which may be waived specifically in writing by GE in whole or in part) at or prior to the Closing Date, that the provisions of all Exhibits and Schedules attached to this Agreement that have not been completed as of the date of this Agreement are acceptable to MICA in its reasonable discretion. Further, MICA shall have been given the opportunity through and including the Closing Date to update and amend the Exhibits attached to this Agreement; provided, however, that any amendments to such Exhibits made by MICA shall be acceptable to GE in its sole discretion. 4. WARRANTIES AND REPRESENTATIONS OF MICA 4.1 Warranties and Representations. MICA warrants and represents to GE that: (A) Existence and Qualification; Power; Good Standing. MICA and each of its Subsidiaries are corporations duly organized and validly existing under the laws of the States of their incorporation. MICA and MICA Imaging are in good standing under the laws of the States of their incorporation. MICA and MICA Imaging have the full corporate power and authority to own, lease and operate their respective properties and assets as presently owned, leased and operated, and to carry on their business as it is now being conducted. MICA and MICA Imaging are duly qualified and in good standing to do business in each jurisdiction in which the character of their properties or the character of their business requires such qualification, license or good standing. Exhibit 4.1(A) sets forth MICA's chief executive office, (ii) principal place of business, and (iii) a complete list of all jurisdictions in which MICA and MICA Imaging are qualified to do business. (B) Authority; Binding Obligations. MICA and each of its Subsidiaries have the requisite corporate power and authority, and have taken all necessary corporate and other actions, necessary to enter into, execute, deliver and perform this Agreement and all the Scheduled Documents, as applicable. This Agreement has been, and the Scheduled Documents at Closing will have been, duly executed and delivered by MICA and its Subsidiaries, as applicable, and are the legal, valid and binding obligations of MICA and such Subsidiaries enforceable against MICA and the Subsidiaries, as applicable, in accordance with their respective terms, subject as to the enforcement of remedies only, to limitations imposed by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting creditors' rights generally. To the best knowledge of MICA, the Security Agreement, along with all action required to fully perfect GE's security interest thereunder as of the Closing Date, creates and constitutes a valid and perfected security interest in and Lien on the now owned or existing Collateral in accordance with the priorities set forth in the Security Agreement, enforceable against all third parties, and, to the best knowledge of MICA, will create a valid and perfected security interest in and Lien on all remaining Collateral when acquired by MICA or any of its Subsidiaries, in accordance with the priorities set forth in the Security Agreement, enforceable against all third parties. All filings and other actions necessary or desirable to protect and perfect such Lien and security interest in each item of the Collateral have been duly made or taken or will be duly made or taken when such Collateral is acquired by MICA or any of its Subsidiaries. (C) Compliance with Laws/Agreements. The execution, delivery and performance by MICA of this Agreement shall not, by the lapse of time, the giving of notice, or otherwise, directly or indirectly (i) constitute a violation of any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to MICA, (ii) result in a default under or a breach of any provision contained in MICA's Articles of Incorporation or By-Laws or, any indenture, loan, mortgage, lease, or deed of trust, agreement relating to the borrowing of monies, instrument, document or, to MICA's knowledge, any agreement to which MICA is now a party or by which it is bound, the violation or breach of which would in any of such cases have a Material Adverse Effect on MICA or result in the creation or imposition of any material Lien, charge or encumbrance upon any of the Collateral. MICA is not a party to, or otherwise subject to, any provision contained in any instrument evidencing Indebtedness of MICA, any agreement relating thereto, or any other contract or agreement (including its charter) that limits the amount of, or otherwise imposes restrictions on, the incurring of obligations by MICA or any of its Subsidiaries that would have a Material Adverse Effect on the ability of MICA or any of its Subsidiaries to perform its obligations hereunder or under any Scheduled Document. (D) Absence of Defaults. Neither MICA nor any of its Subsidiaries has breached any material provisions of, or is in default in any material respect under the terms of, or has engaged in any activity which would cause revocation or suspension of, any governmental license, franchise, permit, authorization, and, to MICA's knowledge, no action or proceeding seeking or contemplating the revocation or suspension of any thereof is pending or threatened. (E) Licenses and Permits. MICA and its Subsidiaries possess and are in good standing with respect to all licenses (including without limitation lending licenses), franchises, permits and other authorizations materially necessary to continue to conduct their business as heretofore conducted. (F) Consents and Approvals. Except as set forth in Exhibit 4.1(F) attached hereto, no consent, approval, permit, waiver, authorization or other action of or by any court, governmental or nongovernmental Person or entity, is required or will be necessary in connection with the execution, delivery or performance of this Agreement or any other document contemplated hereby by MICA or any of its Subsidiaries. MICA shall be responsible for and shall take any and all steps necessary, at its sole expense, to obtain all such consents, approvals and authorizations prior to the Closing Date and shall keep GE informed as to the status of obtaining such consents. All such consents, approvals and authorizations shall be approved as to form by GE in writing. (G) Liabilities. MICA has no Indebtedness and has not guaranteed the obligations of any Person, except (i) as shown in the financial statements delivered to GE by MICA, including all footnotes thereto, (ii) for trade payables arising in the ordinary course of its business since the date of the financial statements delivered to GE, and (iii) for money borrowed and other financial accommodations from GE. (H) Title to Collateral; Location of Equipment. On the Closing Date (or with respect to after-acquired property, on the date acquired), MICA and its Subsidiaries will have good, indefeasible, and merchantable title to and ownership of the Collateral (except Collateral that is leased and not owned by MICA and/or its Subsidiaries), free and clear of all Liens except those of GE and those set forth in Exhibit 4.1(H) attached hereto, which Liens and GE's Lien will be in the priority set forth in the Security Agreement. As of the date of this Agreement and the Closing Date, the Collateral and all related books and records, including computer programs, printouts, and other computer materials are located only at the locations set forth in Exhibit 4.1(H). (I) Compliance with Laws. Except as set forth in Exhibit 4.1(I) attached hereto, MICA and its Subsidiaries have materially complied with and are not in default in any material respect under any law, ordinance, requirement, regulation or order applicable to their business, operations or properties, and MICA has received no notice and is unaware of any claimed default with respect to the foregoing. (J) Environmental Matters. (i) To MICA's knowledge, neither MICA, nor any of its Subsidiaries, nor any previous owner, tenant, occupant, or user of any real property now or previously owned or leased by MICA or any of its Subsidiaries has used, generated, manufactured, installed, released, discharged, stored, handled, transported, or disposed of any Hazardous Materials, on, under, in or about the site of any such real property; and (ii) To MICA's knowledge, MICA's and its Subsidiaries' use of such real property complies with all applicable environmental laws and governmental regulations, including all applicable federal, state, and local laws, ordinances, and regulations pertaining to air and water quality, Hazardous Materials, waste disposal, or other environmental matters, including the Clean Water Act, the Clean Air Act, the Federal Water Pollution Control Act, the Solid Waste Disposal Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, and the rules, regulations, and ordinances of the city and county in which such property is located, the Environmental Protection Agency, and all other applicable federal, state, regional, and local agencies and bureaus, where the failure to so comply would have a Material Adverse Effect either as to the value of such real property, as to MICA's or its Subsidiaries' occupancy or use of such real property, or as to MICA or its Subsidiaries. (K) Insurance. Set forth in Exhibit 4.1(K) attached hereto is a list of all insurance of any nature maintained by MICA including descriptions of the coverage, policy limits, and deductibles with respect thereto. All such policies, unless otherwise specified, are in full force and effect and provide coverage of such risks and for such amounts as is required by this Agreement. There has not occurred any accident or loss or any other event known to MICA, other than those listed in Exhibit 4.1(K), that might reasonably be expected to result in (a) the cancellation or reduction of any insurance policies in effect, which cancellation would, individually or in the aggregate, materially diminish such insurance coverage, or (b) any material premium adjustment with respect to any insurance policies identified in Exhibit 4.1(K). (L) Joint Ventures. Except as set forth in Exhibit 4.1(L) attached hereto, neither MICA nor any of its Subsidiaries is engaged in any joint venture or partnership with any Person. (M) Subsidiaries and Affiliates. MICA has no Subsidiaries and Affiliates except as set forth in Exhibit 4.1(M) attached hereto. (N) Financial Statements. The financial statements, interim financial statements and balance sheets of MICA as of December 31, 1992 previously delivered by MICA to GE and required to be delivered by MICA to GE during the term of this Agreement under Section 6.1: (i) are and will be true, complete and correct in all material respects, (ii) present and will present fairly and accurately the financial condition of MICA and its Subsidiaries, respectively, and the results of their respective operations at the dates and for the periods indicated, and (iii) have and will have been prepared in conformity with GAAP, applied consistently for the periods specified, except that the interim financial statements need not contain any of the footnotes required to comply with GAAP. From and after December 31, 1992, MICA has not made any changes in its accounting methods or practices. (O) Litigation or Claims. Except as set forth in Exhibit 4.1(O) attached hereto (said matters set forth in Exhibit 4.1(O) being collectively referred to herein as "Pending Litigation"), neither MICA nor MICA's Subsidiaries, properties, businesses or assets is engaged in or a party to or threatened with any suit, action, proceeding, inquiry, enforcement action, investigation, claim or demand or legal, administrative, arbitration or other method of settling disputes or disagreements, and MICA, to the best of its knowledge after due investigation, does not know, anticipate or have notice of any basis for any such action. MICA has not received notice of any investigation, threatened or contemplated, by any federal or state governmental authority or agency, that remains unresolved. None of the Pending Litigation has created a Lien or a claim therefor against any of MICA's Property, including, without limitation, the Collateral. (P) Taxes. Except as set forth in Exhibit 4.1(P) attached hereto, all federal, state, county and other tax returns, reports and declarations of every nature (including, without limitation, income, employment, payroll, excise, Property, sales and use taxes, unemployment contributions) required to be filed by or on behalf of, or with respect to MICA and its assets, including, without limitation, the Collateral have been duly and timely filed, and will continue to be duly and timely filed (within the time periods required by law) by MICA, all such returns or reports are, or will be at the time of filing, complete and accurate and in accordance with the tax laws applicable thereto and accurately reflect all such taxes, charges and assessments required to be paid by MICA for the periods covered thereby. No extension of time or requests therefor or waiver thereof, have been made or are presently pending or effective with respect to such reports, returns or taxes that will have a Material Adverse Effect on MICA. All taxes shown to be due and payable on such returns and reports and any deficiency, assessments, penalties and interest thereon have been paid. All required tax estimates, deposits, prepayments and the like for current periods have been properly made. There are no tax liens on any of the Collateral and, to MICA's knowledge, no basis exists for the imposition of any such liens. The accrual for taxes reflected in the balance sheets of MICA is in the aggregate adequate to cover any and all federal, state, local or foreign tax liabilities (whether or not disputed) of MICA for the period ended on the date thereof and all prior periods. MICA has no dispute with any taxing authority as to taxes of any nature which affects the subject matter of this Agreement. There is no unassessed tax deficiency proposed or, to the best of MICA's knowledge, threatened against MICA, and no action, proceeding or audit of any of MICA's returns or reports by any governmental authority is pending or, to MICA's knowledge, threatened by any governmental authority for assessment, reassessment or collection of any taxes or assessments affecting MICA that will have a Material Adverse Effect on MICA. (Q) Brokers. Except as set forth in Exhibit 4.1(Q), all negotiations relating to this Agreement and the transactions contemplated hereby have been carried out without the intervention of any person on behalf of MICA in such manner as to give rise to any claim against GE, its Affiliates or MICA for any brokerage or finder's fee commission, fee or similar compensation. (R) Transfer for Value. Section 3440.1(k) of the California Civil Code applies to the transfer of the Sale-Leaseback Equipment contemplated hereby. MICA acknowledges that the concessions granted by GE pursuant to this Agreement and the Scheduled Documents constitute reasonably equivalent value for the transfer of the Sale-Leaseback Equipment and the other consideration delivered by MICA and its Subsidiaries hereunder and under the Scheduled Documents. (S) No Untrue or Inaccurate Representations or Warranties. All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of MICA pursuant to or in connection with this Agreement or the other documents contemplated by this Agreement (including but not limited to any such statements made in or in connection with any amendment hereto) shall constitute representations and warranties made by MICA under this Agreement. The representations and warranties of MICA contained in each Scheduled Document and each Exhibit or other written statement delivered pursuant to this Agreement, or in connection with the transactions contemplated hereby, are, as of the date when given, accurate, correct and complete, and do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements and information contained therein not misleading. 4.2 Survival of Warranties and Representations. All representations and warranties of MICA contained in this Agreement shall survive the execution, delivery, and acceptance of this Agreement by the parties hereto and the consummation of the transactions described herein or related hereto and shall expire on the Termination Date. 5. COVENANTS AND CONTINUING AGREEMENTS 5.1 Affirmative Covenants of MICA. MICA covenants that at all times during the Term: (A) Automatic Drafting. MICA shall maintain the automatic drafting arrangement described in Section 3.1(L) hereof and shall adequately fund the accounts utilized in connection therewith as necessary to pay the Liabilities when due and owing. (B) Maintenance of Property. MICA shall, at its sole cost and expense, keep and maintain, insure, preserve and protect its Property at any time owned by it and useful or necessary for its business in good working order and condition, ordinary wear and tear excepted, and shall use reasonable efforts to not permit any waste of its Property. MICA shall notify Lender promptly of any event or occurrence causing a material loss or decline in value of its Property and the estimated (or actual, if available) amount of such loss or decline. (C) Audit Rights. MICA shall permit Lender and its agents and representatives to enter upon MICA's premises at any time during usual business hours (or at such other times as may be reasonably requested by Lender) upon at least three (3) Business Days prior written notice to MICA, exercisable as frequently as Lender or any designated representative of Lender may reasonably request, for the purpose of inspecting all records, files and books of account of MICA (and to make extracts from such records, files and books of account at Lender's expense). All executive officers and other officers of MICA charged with knowledge of the financial condition of MICA shall make themselves available at all reasonable times to discuss, and provide all reasonable information requested by Lender with respect to MICA's business. (D) Compliance with Agreements. MICA and its Subsidiaries shall perform, within all required time periods (after giving effect to any applicable grace periods), all of their obligations and enforce all of its rights under each agreement to which they are a party, including any leases to which they are a party, where the failure to so perform and enforce would have a Material Adverse Effect upon MICA. Neither MICA nor any of its Subsidiaries shall terminate or modify in any manner adverse to MICA any provision of any agreement or lease to which it is a party which termination or modification could reasonably be expected to have a Material Adverse Effect upon MICA or the Collateral. (E) Payment of Taxes. MICA shall use its best efforts to prepare and file all tax returns and pay and discharge at or before their due date, all taxes, assessments and other similar governmental levies, charges, fees and imposts, all liabilities for judgments, assessments and other governmental charges and all other obligations for the payment of money, which, if unpaid might become a Lien on Property of MICA or its Subsidiaries, except those being contested in good faith by appropriate proceedings if by reason of such nonpayment and contest no material item or portion of Property of MICA or its Subsidiaries, including the Collateral, taken as a whole, is in jeopardy of being seized, levied upon or forfeited prior to judgment. MICA shall maintain, in accordance with GAAP, appropriate reserves for the accrual of any of the foregoing obligations and liabilities. (F) Insurance; Payment of Premiums. MICA shall, at its sole cost and expense, maintain in full force and effect the insurance coverages set forth on Exhibit 4.1(K). 5.2 Negative Covenants of MICA. Without GE's prior written consent, which GE may or may not give, in its sole discretion (except as otherwise expressly provided in Section 5.4 hereof to the contrary), MICA covenants as follows: (A) Future Subsidiaries. Except as set forth in Exhibit 5.2(A) attached hereto, MICA shall not create, form or otherwise acquire any Subsidiary unless such Subsidiary is separate and separately funded. MICA shall not make, nor shall it permit any Subsidiary to make, any loan or advances of money to any Person or any investment, directly or indirectly (by way of transfer of Property, contributions to capital, purchase of stock or securities or evidences of Indebtedness, acquisition of the business or assets, or otherwise), in any Person in amounts exceeding Three Hundred Thousand Dollars ($300,000) in any single transaction or series of related transactions or One Million Dollars ($1,000,000) in the aggregate. Requests by MICA to take any action that is not permitted by this Section 5.2(A) shall comply with Section 5.4 hereof and shall be approved or disapproved by GE in accordance with Section 5.4 hereof within ten (10) Business Days following GE's receipt of MICA's request for consent. (B) Distributions. MICA shall not make any Distributions. Requests by MICA to take any action that is not permitted by this Section 5.2(B) shall comply with Section 5.4 hereof and shall be approved or disapproved by GE in accordance with Section 5.4 hereof within ten (10) Business Days following GE's receipt of MICA's request for consent. (C) Capital Expenditures. Neither MICA nor any of its Subsidiaries shall make capital expenditures (including expenditures for capitalized leases but excluding expenditures for routine repairs and replacements) in excess of Three Hundred Thousand Dollars ($300,000) in any single transaction or series of related transactions or One Million Dollars ($1,000,000) in the aggregate during any fiscal year. Requests by MICA to take any action that is not permitted by this Section 5.2(C) shall comply with Section 5.4 hereof and shall be approved or disapproved by GE in accordance with Section 5.4 hereof within ten (10) Business Days following GE's receipt of MICA's request for consent. (D) Operating Leases. Neither MICA nor any of its Subsidiaries shall become the lessee under any operating lease if the aggregate payments thereunder during any one fiscal year exceed Three Hundred Thousand Dollars ($300,000). Requests by MICA to take any action that is not permitted by this Section 5.2(D) shall comply with Section 5.4 hereof and shall be approved or disapproved by GE in accordance with Section 5.4 hereof within ten (10) Business Days following GE's receipt of MICA's request for consent. (E) Indebtedness. Except for Indebtedness outstanding on the Closing Date, MICA shall not create, incur, assume, permit to exist or guarantee, and will not permit any of its Subsidiaries to create, incur, assume, permit to exist or guarantee, more than Three Hundred Thousand Dollars ($300,000) of Indebtedness in connection with any single transaction or series of related transactions or One Million Dollars ($1,000,000) in the aggregate in any one fiscal year. Requests by MICA to take any action that is not permitted by this Section 5.2(E) shall comply with Section 5.4 hereof and shall be approved or disapproved by GE in accordance with Section 5.4 hereof within ten (10) Business Days following GE's receipt of MICA's request for consent. (F) Disposition of Property. Neither MICA nor any of its Subsidiaries shall make any Disposition of its Property, whether now owned or hereafter acquired, which exceeds One Hundred Fifty Thousand Dollars ($150,000) in any single transaction or series of related transactions; provided that (i) no Disposition of Property by MICA or one of its Subsidiaries in excess of Fifty Thousand Dollars ($50,000) shall be made if the aggregate amount of all Dispositions of Property by MICA and its Subsidiaries during that fiscal year exceeds One Million Dollars ($1,000,000), and (ii) no Disposition of Receivables (as that term is defined in the Security Agreement) constituting part of the Collateral may be made. Requests by MICA to take any action that is not permitted by this Section 5.2(F) shall comply with Section 5.4 hereof and shall be approved or disapproved by GE in accordance with Section 5.4 hereof within ten (10) Business Days following GE's receipt of MICA's request for consent. 5.3 Survival of Liabilities Upon Termination of Agreement. Except as otherwise expressly provided in this Agreement, no termination or cancellation (regardless of cause or procedure) of this Agreement shall in any way affect or impair the powers, obligations, duties, rights, and Liabilities of MICA or GE that accrued and remain unperformed as of the Termination Date. 5.4 Requests for GE's Consent. Any request by MICA for GE's written consent prior to taking any action prohibited by Subsections 5.2(A), 5.2(B), 5.2(C), 5.2(D), 5.2(E), and 5.2(F) hereof as described in such Subsections, shall be in writing and shall include a detailed description that is reasonably acceptable to GE of the proposed action to be taken by MICA. GE shall approve or disapprove of such request within the number of Business Days provided in the respective Subsections identified in Section 5.2 hereof, which approval shall not be unreasonably denied; provided, however, that GE may reasonably request additional information regarding the proposed action to be taken by MICA and shall have an additional period of ten (10) Business Days following GE's receipt of all such information to consider such information. 6. INFORMATION AND REPORTING REQUIREMENTS Until the Termination Date, unless GE shall otherwise consent in writing, MICA shall furnish to GE at GE's address provided in Section 8.11, the following: 6.1 Financial Statements. MICA shall prepare, or cause the preparation of, and deliver to GE the following financial statements that have been prepared in accordance with GAAP: (A) Audited Year-End Financial Statements. For each fiscal year of MICA, as soon as available, but not later than one hundred five (105) days after the end of MICA's fiscal year, MICA shall deliver the audited consolidated balance sheet of MICA as at the end of such fiscal year together with related consolidated statements of operations, stockholders' equity and cash flows for the twelve (12) month period then ended, setting forth in comparative form the figures as at the end of and for the previous fiscal year, in each case accompanied by an auditor's report thereon that is certified by a firm of independent certified public accountants of recognized national standing which report shall be in scope and substance reasonably satisfactory to GE, and, as soon as available, but not later than seventy-five (75) days after the close of MICA's fiscal year, an unaudited preliminary draft of the balance sheet of MICA as at the end of such fiscal year together with preliminary drafts of such related statements of income and retained earnings and cash flows. In case any Affiliate shall be consolidated in the financial statements of MICA, the statements referred to in this Section 6.1 shall be on a consolidated and consolidating basis, in accordance with GAAP. (B) Quarterly Financial Statements. As soon as available, but not later than sixty (60) days after the end of each calendar quarter of MICA's fiscal year, MICA shall deliver the unaudited balance sheet of MICA as at the end of such quarterly period and the related statements of income and retained earnings, cash flows and changes in financial position of MICA for the elapsed portion of the fiscal year ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for the corresponding periods of the previous fiscal year, prepared in accordance with GAAP, subject only to normal year-end auditing adjustments, and in form and substance as GE may reasonably request. (C) Monthly Financial Statements. As soon as available, but not later than fifteen (15) business days after the end of each calendar month, MICA shall deliver detailed statements of cash flow and volume reports of scans by unit as at the end of such month. (D) Officer's Certificate. Concurrently with each delivery of said annual audited financial statements and of the interim financial statements referred to in subsections 6.1(B) and (C) hereof, MICA shall deliver a certificate of MICA's chief financial officer stating that (1) in his opinion, such financial statements are complete and correct and present fairly, in accordance with GAAP (except for changes that have been approved in writing by MICA's accountants or that do not have a Material Adverse Effect on MICA) applied consistently with those followed in the preparation of the audited consolidated financial statements of MICA and that have been consistently applied throughout the period involved, the financial position of MICA as at the end of such period and the results of operations and the changes in the financial position of MICA for such period and for the elapsed portion of the fiscal year ended with the last day of such period, in each case on the basis presented and subject only to normal year-end auditing adjustments specified in such financial statements (2) a review of the activities of MICA and its Subsidiaries during the fiscal year or interim period covered by such financial statements, as the case may be, has been made under his supervision with a view to determining whether MICA has observed, performed and fulfilled each and every covenant, obligation and agreement contained in this Agreement and that he is not aware of the occurrence or existence of any condition or event that constitutes a Default or an Event of Default, or, if he is aware of such condition or event, the nature thereof, when it occurred, whether it is continuing and the steps being taken by MICA with respect to such event or failure. 6.2 Public Documents. Promptly after the sending or filing thereof, as the case may be, copies of any definitive proxy statements, financial statements or reports which MICA sends to its shareholders; and copies of any regular, periodic and special reports or registration statements which MICA files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange. 6.3 Other Reports. From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the Collateral or the business, assets, financial condition or results of operation of MICA and its Affiliates as GE may reasonably request. 6.4 Certain Notices. MICA shall notify GE in writing promptly, but in no event later than five (5) Business Days upon learning of (i) any litigation commenced against MICA, its officers, directors, shareholders, or an Affiliate of MICA, that may have a Material Adverse Effect upon MICA, the Collateral or GE's Lien on the Collateral, whether or not the claim is considered by MICA to be covered by insurance, and MICA shall also notify GE in writing promptly upon learning of any threatened litigation against MICA, or an Affiliate of MICA, in which the claim might have a Material Adverse Effect on MICA, the Collateral or GE's Lien on the Collateral; (ii) any Default or Event of Default known to MICA, or any event which with the passage of time or giving of notice or both would constitute a Default or Event of Default by MICA; (iii) any default by MICA or an Affiliate under any material agreement other than this Agreement or the Scheduled Documents to which any of them is a party or by which any of them or any of their properties may be bound that is reasonably likely to have a Material Adverse Effect on MICA and the Affiliates as a whole; (iv) any penalty assessed against MICA, or an Affiliate of MICA, by any federal, state, or local government agency; (v) any notice received from any federal, state, or local government agency of any violation by MICA, or an Affiliate of MICA, of any federal, state, or local law or regulation, the commencement of any proceedings or investigations by or before any governmental on nongovernmental body affecting MICA, or an Affiliate of MICA, or any of their respective properties, assets or businesses, in which the damages claimed or the potential liability would be reasonably likely to exceed Fifty Thousand Dollars ($50,000) or which would be reasonably likely individually or in the aggregate with other actions, suits and proceedings, to have a Material Adverse Effect on MICA or its Affiliates; (vi) any violation by MICA, or an Affiliate of MICA, of any such law or regulation of which MICA becomes aware, which violation could result in the assessment of a penalty or the revocation of a registration or license of MICA, or an Affiliate of MICA, by any federal, state, or local government agency; and (vii) any other event or condition having a Material Adverse Effect on (a) MICA, (b) the aggregate value of the Collateral, or (c) the security interests created hereunder. 7. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT 7.1 Event of Default. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an "Event of Default": (A) MICA shall fail to make any payment of principal of, or interest on, or any other amount owing in respect of the Note, or any of the other Liabilities within ten (10) days of the date such payment is due and payable and such Default continues for a period of five (5) days after notice of nonpayment is received by MICA from GE; (B) Except as provided in Section 7.1(A) above, MICA or one of its Subsidiaries shall fail or neglect to perform, keep or observe, in any material respect, any other term, provision, condition, covenant, duty or obligation contained in this Agreement or in any of the other Scheduled Documents which is required to be performed, kept, or observed by MICA or one of its Subsidiaries and, with respect to any breach of any condition, covenant, duty or obligation, and such breach shall not have been remedied to GE's satisfaction within ten (10) days after GE has delivered notice of such breach to MICA; (C) Any event under any agreement to which MICA or one of its Subsidiaries is a party shall occur, which event (i) if based on the failure to pay any amount (whether of principal, interest, or otherwise) as and when due, (x) has caused any Person to demand payment of any part of MICA's Indebtedness in excess of One Hundred Thousand Dollars ($100,000) before such Indebtedness would otherwise be due, or (y) would deprive MICA or any of its Subsidiaries of any rights to the Collateral, or (ii) if based on any other failure, event or condition, is the basis of any notice to MICA accelerating payment of such Indebtedness or enforcing rights in such Collateral, in any case, resulting in a Material Adverse Effect; (D) Any representation or warranty contained in this Agreement, any Scheduled Document or any statement, report, financial statement, or certificate made or delivered by MICA or any of its officers, employees, or agents to GE shall be untrue, incorrect, or incomplete in any material respect, or shall be misleading in any material respect, in each case, as of the time when made; (E) The Security Agreement after delivery thereof shall for any reason, other than any action taken by GE and except to the extent permitted by the terms thereof, cease to create a valid and perfected Lien on, or security interest in, any of the Collateral purported to be covered thereby as required by the Security Agreement; (F) The Collateral, or any portion of it, shall be attached, seized, levied upon, or subjected to a judgment Lien, execution Lien, writ or distress warrant which exceeds Fifty Thousand Dollars ($50,000) in value and which is not released or bonded off by MICA before it may be executed upon, or the Collateral, or any portion of it, shall come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors of MICA or any of its Subsidiaries for a continuous period of forty-five (45) consecutive days, and the same shall not be released or otherwise cured to the satisfaction of GE within ten (10) days thereafter; (G) (i) MICA or any of its Subsidiaries shall (a) commence a voluntary case or involuntary case under the Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, or similar law; (b) apply for or consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, agent, or other similar official for MICA or any of its Subsidiaries for any material part of MICA's or any of its Subsidiaries' respective assets, and any such application or proceeding shall not be dismissed or stayed within the next sixty (60) consecutive days; (c) make any assignment for the benefit of creditors; (d) commence any case or proceeding for dissolution, liquidation, or termination; (e) have concealed, removed, or permitted to be concealed or removed, any part of its Property, with intent to hinder, delay, or defraud its creditors or any of them, or made or suffered a transfer of any of its Property or the incurring of an obligation which may be fraudulent under any bankruptcy, fraudulent conveyance or other similar law; (f) admit in writing it inability to pay, or generally not be paying, its debts as they become due; or (g) take any corporate action for the purposes of effecting any of the foregoing; or (ii) A case or other proceedings shall be commenced involuntarily against any of MICA or any of its Subsidiaries in any court of competent jurisdiction seeking (a) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (b) the appointment of a trustee, receiver, custodian, liquidator or the like of any of MICA, or any of its Subsidiaries, or of all or any substantial part of the assets, domestic or foreign, of any of MICA or any of its Subsidiaries and such case or proceeding shall continue undismissed or unstayed for a period of forty-five (45) consecutive calendar days, or an order granting the relief requested in such case or proceeding against any of MICA or any of its Subsidiaries (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered. (H) A notice of Lien, levy, or assessment with respect to all or any material portion of assets of MICA and its Subsidiaries, taken as a whole, shall be filed of record by the United States, or any department, agency, or instrumentality thereof, or by the Pension Benefit Guaranty Corporation or any Person succeeding to its functions under ERISA or by any state, county, municipal, or other governmental agency; and (I) MICA shall not be Solvent or shall cease to conduct its business substantially as now conducted, or shall be enjoined, restrained, or in any way prevented by court order from conducting all or any material part of its business affairs for a period of time in excess of thirty (30) consecutive days. 7.2 Remedies. Upon the occurrence of an Event of Default, GE shall have the following rights and remedies: (A) GE shall have the right to declare all or any portion of the Liabilities immediately due and payable, whereupon all or any portion of the Liabilities, as appropriate, shall become due and payable without presentment, demand, protest or further notice of any kind, all of which are expressly waived by MICA and its Subsidiaries. (B) GE and its agents and representatives shall have the right to enter upon the premises of MICA, and MICA shall use reasonable efforts to cause GE and its agents and representatives to have the right to enter upon the premises of any other place or places where Collateral is located and kept through self-help and without judicial process without first obtaining a final judgment or giving MICA notice and opportunity for a hearing on the validity of GE's claim and without any obligation to pay rent to MICA or MICA's lessee. (C) GE and its agents and representatives shall have the right to remove the Collateral to the premises of GE or any agent of GE, for such time as GE may desire, in order to collect or dispose of Collateral. (D) In addition to all of its other rights and remedies under this Agreement and applicable law, GE shall have all of the rights and remedies of a secured party under the UCC of the state in which such rights and remedies are asserted, all of which rights and remedies shall be cumulative and none exclusive, to the fullest extent permitted by law. (E) Until GE is able to effect a sale, lease, or other disposition of the Collateral, GE and its Affiliates shall have the right to use or operate the Collateral, or any part thereof, to the extent that GE deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by GE. GE shall have no obligation to MICA to maintain or preserve the rights of MICA as against third parties with respect to the Collateral while the Collateral is in the possession of GE. GE may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Collateral and to enforce any of GE's remedies with respect to such appointment without prior notice or hearing. GE and its Affiliates and agents shall act in a commercially reasonable manner in enforcing their respective remedies pursuant to this Section 7.2(E). The foregoing remedy set forth in this Section 7.2(E) is subject to the rights of Harris Bank pursuant to the Harris Documents. Accordingly, GE shall take no action pursuant to this Section 7.2(E) in a manner inconsistent with Harris Bank's rights pursuant to the Harris Documents as in effect on the date hereof without Harris Bank's prior written consent. (F) GE shall have the right to sell, lease, or otherwise dispose of all or any Collateral in its then existing condition, or after any further assembly, manufacturing, or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, all as GE, acting in a commercially reasonable manner, may deem advisable and as permitted by applicable law. Such sales may be adjourned and continued from time to time with or without notice. GE and its agents and representatives shall have the right to conduct such sales on MICA's premises or elsewhere and shall have the right to use MICA's premises, and MICA shall use reasonable efforts to cause any lessee of the Collateral to permit GE and its agents and representatives to conduct sales on lessee's premises and use such lessee's premises, without charge for such sales for such time as GE deems necessary or advisable. The rights of MICA and its Subsidiaries under all licenses and certificates of need, to the extent transferable, and all franchise agreements shall inure to GE's benefit. GE may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Liabilities. Except as otherwise provided by law, the proceeds realized from the sale of any Collateral may be applied by GE first to the reasonable costs, expenses, and attorneys' fees and expenses incurred by GE for collection and for acquisition, completion, protection, removal, storage, sale, and delivery of Collateral, and then to any principal and interest due on the Liabilities, as GE, in its sole discretion, may elect. If any deficiency shall exist after the application of such proceeds, MICA shall remain liable to GE therefor. GE and its Subsidiaries and agents shall act in a commercially reasonable manner in enforcing its remedies pursuant to this Section 7.2(F). 7.3 Right of Set-Off. Upon the occurrence and during the continuance of any Event of Default, GE is hereby authorized at any time and from time to time, to the fullest extent permitted by law, upon three (3) Business Days prior written notice to MICA, to set-off, appropriate and apply any and all funds in the possession of GE and other Indebtedness at any time owing by GE to or for the credit or the account of MICA, against any and all of the Liabilities of MICA now or hereafter existing that are then due and payable, whether by maturity or acceleration. The rights of GE under this Section 7.3 are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which GE may have. 7.4 Appointment of GE as MICA's Lawful Attorney. MICA hereby irrevocably designates, makes, constitutes, and appoints GE and all Persons designated by GE as its true and lawful agent and attorney-in-fact upon and after the occurrence of an Event of Default for the purposes set forth in this Section 7.4. Accordingly, upon and after the occurrence of an Event of Default, GE or GE's agent designated by GE for purposes of this Section 7.4 may, without notice to MICA, and at such time or times as GE or said agent in its sole discretion may determine, in the name of MICA, any of its Subsidiaries or GE: (i) take control, in any manner, of any item of payment or proceeds of Collateral; (ii) prepare, file, and sign MICA's or any its Subsidiaries name on any proof of claim or similar document in any bankruptcy, insolvency, reorganization, or similar case against any Person indebted to MICA or any of its Subsidiaries; (iii) do all acts and things necessary, in GE's sole discretion, to fulfill MICA's obligations under this Agreement; (iv) endorse the name of MICA or any of its Subsidiaries upon any of the items of payment or proceeds and deposit the same to the account of GE on account of Liabilities; (v) endorse the name of MICA or any of its Subsidiaries upon any chattel paper, document, instrument, invoice, freight bill, bill of lading, or similar document or agreement relating to Collateral; and (vi) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to Collateral to which MICA or any of its Subsidiaries has access. GE shall act (i) in a commercially reasonable manner when exercising its rights pursuant to this Section 7.4, and (ii) only as necessary in the reasonable judgment of GE to protect its rights under the Scheduled Documents and to the Collateral. GE's rights pursuant to this Section 7.4 are subject to the rights of Harris Bank pursuant to the Harris Documents. Accordingly, GE shall not take any action pursuant to this Section 7.4 in a manner inconsistent with Harris Bank's rights pursuant to the Harris Documents as in effect on the date hereof without Harris Bank's prior written consent. 8. MISCELLANEOUS. 8.1 Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered, or amended except by an agreement in writing signed by MICA and GE. MICA may not sell, assign, or transfer, by operation of law or otherwise, this Agreement or any of MICA's rights, title, interests, remedies, powers, or duties hereunder or thereunder without the prior written consent of GE, which shall not be unreasonably withheld. Any sale, assignment, or transfer not consented to by GE shall be void and of no effect. MICA hereby consents to GE's participation, sale, assignment, transfer, or other disposition of this Agreement or of any of GE's rights, title, interests, remedies, powers, or duties hereunder. 8.2 Expenses. Notwithstanding the provisions of this Section 8.2 set forth below, each party to this Agreement shall pay its own costs and expenses, including the disbursements and fees of their respective attorneys, accountants and advisors, incidental to (i) the preparation and negotiation of this Agreement and the Scheduled Documents and (ii) the closing of the transactions contemplated by this Agreement. Except as specifically set forth above, if, upon or after the occurrence or existence of an Event of Default, GE employs counsel for advice or other representation or incurs other professional costs and expenses in connection with: (A) any litigation, contest, dispute, suit, case, proceeding, or action (whether instituted by GE, MICA, or any other Person) in any way relating to Collateral, this Agreement, or MICA's affairs, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against MICA or one of its Subsidiaries under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, or similar law; (B) any attempt to enforce any rights of GE against MICA, any other Person that may be or become obligated to GE by virtue of this Agreement, including any attempt to enforce such rights in connection with a case commenced by or against any of the foregoing under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law; and/or (C) the protection, collection, sale, liquidation, or other disposition of Collateral; then, in any such event, the professional fees arising from such services, and all expenses, costs, charges, and other fees incurred by GE arising in connection with or relating to any of the events or actions described in this Section 8.2 shall be payable by MICA to GE on demand and shall constitute Liabilities secured by the Collateral. Without limiting the generality of the foregoing, the expenses, costs, charges, and fees described above in this Section 8.2 may include attorneys' fees, accountants' fees, appraisers' fees and any other professional costs and expenses; stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of the Scheduled Documents; costs and expenses of UCC and Lien searches and reports; court costs and expenses, photocopying and duplicating expenses; court reporter fees, costs, and expenses; long distance telephone charges; air express and other delivery charges; telegram and telex charges; secretarial overtime charges; expenses for travel, lodging and food paid or incurred in connection with the performance of such professional services; sales tax in connection with the sale of equipment by MICA and its Subsidiaries to GE as provided in Subsection 2.2 hereof. MICA agrees to save GE harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay any such professional costs, expenses, fees and taxes. 8.3 Waivers by GE; Cumulative Remedies. GE's failure, at any time or times hereafter, to require strict performance by MICA of any provision of this Agreement, shall not waive, affect, or diminish any right of GE thereafter to demand strict compliance and performance therewith. Any suspension or waiver by GE of an Event of Default under this Agreement shall not suspend, waive, or affect any other Event of Default by MICA under this Agreement whether the same is prior or subsequent thereto and whether of the same or of a different type. None of the undertakings, agreements, warranties, covenants, and representations of MICA contained in this Agreement nor any Event of Default by MICA under this Agreement shall be deemed to have been suspended or waived by GE unless such suspension or waiver is in a writing signed by GE which designates the specific suspension or waiver. The rights and remedies hereunder are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law or which GE would otherwise have. 8.4 Waivers by MICA. Except as otherwise provided in this Agreement, MICA waives: (i) presentment, demand, and protest and notice of presentment, protest, default, non-payment, maturity, release, compromise, settlement, extension, or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper, and guaranties at any time held by GE under or pursuant to which MICA may in any way be liable, and MICA hereby ratifies and confirms whatever GE may do in this regard; (ii) notice prior to taking possession or control of the Collateral or, so long as GE remains a party to this Agreement, any bond or security that might be required by any court prior to allowing GE to exercise any of GE's remedies; and (iii) the benefit of all valuation, appraisement, and exemption laws. If and to the extent that any obligation of MICA to GE shall be considered an obligation of guaranty or suretyship, then the following waivers shall apply: (A) MICA agrees that no election to proceed in one form of action or against any party or on any obligation shall constitute a waiver of GE's right to proceed in any other form of action for a deficiency, except to the extent GE realizes payment by such action, notwithstanding the effect of such action upon MICA's rights of subrogation, reimbursement, or indemnity, if any, against any Person; and (B) MICA agrees that GE shall be under no obligation and expressly waives the right to require GE: (i) to marshall any assets in favor of MICA, (ii) to proceed first against any guarantor or any Property of guarantor or against any collateral, (iii) to enforce first any other guaranty obligations with respect to, or security for, the Liabilities, or (iv) to pursue any other remedy in GE's power that MICA may or may not be able to pursue itself and that may lighten MICA's burden, any right to which MICA hereby expressly waives. 8.5 Further Assurances. In addition to the acts recited herein and contemplated to be performed, executed and/or delivered by MICA, MICA hereby agrees, at any time, and from time to time, to perform, execute and/or deliver to GE upon request, in form and substance acceptable to GE, any and all such further acts, additional instruments, or further assurances as may be reasonably necessary or proper to (a) promptly implement the intent of the parties under this Agreement, (b) promptly correct any defect, error or omission which may be discovered in this Agreement or any Scheduled Document, and execute any and all additional documents as may be requested by GE to correct such defect, error or omission, (c) assure GE a valid Lien and security interest under the Security Agreement on the Collateral referenced in the Security Agreement in accordance with the priorities set forth therein, (d) create, perfect, preserve, maintain and protect the Liens and security interests created or intended to be created pursuant to the Security Agreement, and (e) provide the rights and remedies to GE granted or provided for by this Agreement. MICA shall pay the costs of any recording or filing of any such documents if required. 8.6 Severability. Wherever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be held to be prohibited by or invalid under applicable law in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective only to the extent of such provision and the remaining provisions of this Agreement shall remain unaffected and in full force and effect, and such prohibition and invalidity in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 8.7 Parties. This Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of MICA and GE including any trustee or interim trustee of MICA appointed pursuant to Bankruptcy Code section 1104 or sections 701 and 702. This provision, however, shall not be deemed to modify Section 8.1. 8.8 Conflict of Terms. The provisions of any other related agreement and any schedule or exhibit thereto or to this Agreement are incorporated in this Agreement as if set forth in full by this reference. Except as otherwise provided in this Agreement by specific reference to the applicable provision of this Agreement, if any provision contained in this Agreement conflicts or is inconsistent with any provision in any other related agreement, the provision contained in this Agreement shall govern and control. 8.9 Governing Law; Consent to Jurisdiction and Venue. Except as otherwise expressly provided in any other related agreements in all respects, including all matters of construction, validity and performance, this Agreement and the Liabilities arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws and any applicable laws of the United States of America. MICA CONSENTS TO PERSONAL JURISDICTION, WAIVES ANY OBJECTION AS TO JURISDICTION OR VENUE, AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. Service of process on MICA or GE in any action arising out of or relating to any Agreement contemplated herein shall be effective if mailed to such party at the address listed in Section 8.11. Nothing herein shall preclude GE or MICA from bringing suit or taking other legal action in any other jurisdiction. 8.10 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT. 8.11 Notice. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by another, or whenever any of the parties desires to give or serve upon another any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be delivered (i) in person with receipt acknowledged, or (ii) by facsimile transmission, with receipt electronically confirmed during normal business hours of recipient, and with confirmation by mailing of, no later than one (1) Business Day following such transmission, of a copy of such facsimile, by registered or certified mail, return receipt requested, postage prepaid or by overnight courier, (iii) by registered or certified mail, return receipt requested, postage prepaid or by overnight courier, or (iv) by Federal Express or similar reliable overnight delivery service, addressed as follows: (A) If to GE, at: General Electric Company, acting through GE Medical Systems North 14, West 23833 Stone Ridge Drive, Suite 300 Waukesha, Wisconsin 53188 Attention: Investment Manager Facsimile: (414) 548-5058 and General Electric Company, acting through GE Medical Systems North 14, West 23833 Stone Ridge Drive, Suite 300 Waukesha, Wisconsin 53188 Attention: Finance Manager Facsimile: (414) 548-5058 with a copy to: McDermott, Will & Emery 2049 Century Park East, 34th Floor Los Angeles, California 90067 Attention: Ira J. Rappeport, Esq. Facsimile: (310) 277-4730 (B) If to MICA, at: Medical Imaging Centers of America, Inc. 9444 Farnham, Suite 100 San Diego, California 92123 Attention: Chief Executive Officer Facsimile: (619) 560-4575 or to such other addresses or facsimile transmission number as any party may designate for itself by like notice. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered with receipt acknowledged or sent by facsimile with receipt electronically confirmed during normal business hours of recipient, the next Business Day after deposit with Federal Express or three (3) Business Days after deposit in the United States mail. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the Persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication. 8.12 Indemnification. (A) MICA. In addition to any other amounts payable by MICA under this Agreement and the Note, MICA hereby agrees to protect, indemnify, pay and hold harmless GE and its directors, officers and employees from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees and expenses of counsel) (i) that GE may incur or be subject to as a consequence, directly or indirectly, of (a) issuance of the financial accommodations described in this Agreement, (b) any breach by MICA of any warranty, covenant, term or condition in, or the occurrence of any Event of Default under, this Agreement or any Scheduled Document, including all reasonable fees or expenses resulting from the settlement or defense of any claims or liabilities arising as a result of any such breach or default, and (c) involvement in any legal suit, investigation, proceeding, inquiry or action as to which GE is involved as a consequence, directly or indirectly, of financial accommodations described in this Agreement, the holding or owning of any Collateral by GE, GE's execution of this Agreement and any Scheduled Document to which it is a party or any other event or transaction contemplated by any of the foregoing, except for any claims, demands, liabilities, damages, losses, charges and expenses which are caused by GE's gross negligence or willful misconduct or other activities of GE described in Subsection 8.12(B) hereof and (ii) that are related to any claims, actions or proceedings which may be asserted against GE in connection with the transactions contemplated by this Agreement. The obligations of MICA under this Section 8.12 shall survive the termination of this Agreement. In furtherance and not in limitation hereof, GE may accept documents that appear on their face to be in order, without responsibility for further investigation, except if GE has received any notice or information to the contrary. (B) GE. GE hereby agrees to protect, indemnify, pay and hold harmless MICA and its directors, officers and employees from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees and expenses of counsel) that MICA may incur or be subject to as a consequence, directly or indirectly, of (i) GE's gross negligence or willful misconduct; (ii) any breach by GE of any warranty, covenant, term or condition, or the occurrence of any default by GE under this Agreement or any Scheduled Document, including all reasonable fees or expenses resulting from the settlement or defense of any claims or liabilities arising as a result of any such breach or default. 8.13 Section Titles and Table of Contents. The section titles and the Table of Contents contained in this Agreement are merely for convenience and shall be without substantive meaning or content, and are not a part of the Agreement between the parties hereto. 8.14 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be an original, all of which taken together shall be deemed to constitute one (1) and the same agreement. 8.15 Successors and Assigns. All of the terms and provisions of this Agreement and the Scheduled Documents shall be binding upon and shall inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. GE is hereby specifically authorized to assign or sell any or all of its rights and obligations under this Agreement to any party without the prior written consent of MICA. 8.16 Limitation of Liability. Notwithstanding any other provision herein to the contrary, to the fullest extent permitted by applicable law, neither MICA nor GE shall be liable to the other party or to the other party's Affiliates or agents, for any incidental or consequential damages of any kind to the other party in connection with the Scheduled Documents and transactions contemplated by this Agreement. 8.17 Integration. This Agreement, together with the Scheduled Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof, including but not limited to, that certain commitment letter dated April 2, 1993 from GE Medical Systems to MICA. Each Scheduled Document and this Agreement was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 8.18 Confidentiality and Publicity. The parties hereto shall hold in confidence the information contained in the Scheduled Documents and all information related to the transactions contemplated by this Agreement, which is not otherwise known to the public, shall be held by each party hereto as confidential and proprietary information and shall not be disclosed to third persons without the prior written consent of the other party. Accordingly, GE and MICA shall not, and shall not permit any of their respective Affiliates to, discuss with, or provide nonpublic information to, any third party concerning this Agreement or the Scheduled Documents, except: (i) as required in governmental filings or judicial, administrative or arbitration proceedings, or (ii) pursuant to public announcements made with the prior written approval of GE and MICA, and (iii) as required by law. GE shall have the right to review and approve, which approval may be denied in GE's sole discretion, any written characterization of this Agreement, and any transaction contemplated hereby except GE shall not have the right to review, but shall have the right to approve, characterizations included in governmental filings or judicial, administrative or arbitration proceedings. 8.19 Closing. The delivery of documents and instruments on the Closing Date as contemplated hereby shall take place at 10:00 a.m. at the offices of GE's counsel located at 2049 Century Park East, Suite 3400, Los Angeles, California. IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first specified above. GENERAL ELECTRIC COMPANY, a New York corporation, acting through GE Medical Systems By: _____________________________ Its: ________________________ MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation By: _____________________________ Its: ________________________ AGREEMENT BY AND BETWEEN GENERAL ELECTRIC COMPANY, A NEW YORK CORPORATION, ACTING THROUGH GE MEDICAL SYSTEMS AND MEDICAL IMAGING CENTERS OF AMERICA, INC., A CALIFORNIA CORPORATION TABLE OF CONTENTS Page 1. GENERAL DEFINITIONS AND RULES OF CONSTRUCTION . . . . . . . . . . 2 1.1 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.2 Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . 2 1.3 Bill of Sale . . . . . . . . . . . . . . . . . . . . . . . . 2 1.4 Business Day . . . . . . . . . . . . . . . . . . . . . . . . 2 1.5 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . 2 1.6 Collateral . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.7 Default . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.8 Disposition . . . . . . . . . . . . . . . . . . . . . . . . 3 1.9 Distributions . . . . . . . . . . . . . . . . . . . . . . . 3 1.10 Event of Default . . . . . . . . . . . . . . . . . . . . . . 3 1.11 Financing Statements . . . . . . . . . . . . . . . . . . . . 4 1.12 GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.12A Harris Bank . . . . . . . . . . . . . . . . . . . . . . . . 4 1.12B Harris Documents . . . . . . . . . . . . . . . . . . . . . 4 1.13 Hazardous Materials . . . . . . . . . . . . . . . . . . . . 4 1.14 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . 5 1.15 Installment Agreements . . . . . . . . . . . . . . . . . . . 5 1.15A Installment Sale Termination Agreements . . . . . . . . . . 5 1.16 IRC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.17 Lease Termination Agreements . . . . . . . . . . . . . . . . 6 1.18 Liabilities or Liability . . . . . . . . . . . . . . . . . . 6 1.19 Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.20 Material Adverse Effect . . . . . . . . . . . . . . . . . . 7 1.21 MaxiService Agreements . . . . . . . . . . . . . . . . . . . 7 1.22 MICA Imaging . . . . . . . . . . . . . . . . . . . . . . . . 7 1.23 1992 Note . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.24 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.25 Person . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.26 Property . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.27 Release and Settlement Agreement . . . . . . . . . . . . . . 8 1.28 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.29 Sale-Leaseback Equipment . . . . . . . . . . . . . . . . . . 8 1.30 Scheduled Documents . . . . . . . . . . . . . . . . . . . . 8 1.31 Security Agreement . . . . . . . . . . . . . . . . . . . . . 8 1.32 Solvent . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.33 Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.34 Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.35 Supplemental Documentation . . . . . . . . . . . . . . . . . 9 1.36 Termination Date . . . . . . . . . . . . . . . . . . . . . . 9 1.37 UCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.38 Warrant . . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.39 Other Terms . . . . . . . . . . . . . . . . . . . . . . . . 10 1.40 Rules of Construction . . . . . . . . . . . . . . . . . . . 10 Page 2. RESTRUCTURING OF OBLIGATIONS . . . . . . . . . . . . . . . . . . 11 2.1 Termination or Assignment of Equipment Leases . . . . . . . 11 2.2 Sale-Leaseback . . . . . . . . . . . . . . . . . . . . . . . 11 2.3 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2.4 Warrant . . . . . . . . . . . . . . . . . . . . . . . . . . 13 2.5 Security Interest . . . . . . . . . . . . . . . . . . . . . 13 2.6 One Obligation . . . . . . . . . . . . . . . . . . . . . . . 13 2.7 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 2.8 Application of Payments and Collections . . . . . . . . . . 14 3. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . 14 3.1 Conditions Precedent of GE to Closing . . . . . . . . . . . 14 (A) Release and Settlement Agreement . . . . . . . . . . . 15 (B) Obligations . . . . . . . . . . . . . . . . . . . . . . 15 (C) Warranties True; Covenants Performed . . . . . . . . . 15 (D) MICA Consents, Approvals and Authorizations . . . . . . 15 (E) Signing of Instruments . . . . . . . . . . . . . . . . 15 (F) Unfavorable Action or Proceeding . . . . . . . . . . . 16 (G) Officer's Certificate . . . . . . . . . . . . . . . . . 16 (H) Certificate of Incumbency . . . . . . . . . . . . . . . 16 (I) Good Standing Certificates . . . . . . . . . . . . . . 17 (J) Default . . . . . . . . . . . . . . . . . . . . . . . . 17 (K) Debt Holder Concessions . . . . . . . . . . . . . . . . 17 (L) Automatic Drafting . . . . . . . . . . . . . . . . . . 17 (M) Exhibits and Schedules . . . . . . . . . . . . . . . . 17 (N) Harris Bank Consent . . . . . . . . . . . . . . . . . . 18 3.2 Conditions Precedent of MICA to Closing . . . . . . . . . . 18 4. WARRANTIES AND REPRESENTATIONS OF MICA . . . . . . . . . . . . . 18 4.1 Warranties and Representations . . . . . . . . . . . . . . . 18 (A) Existence and Qualification; Power; Good Standing . . . . . . . . . . . . . . . . . . . . 18 (B) Authority; Binding Obligations . . . . . . . . . . . . 19 (C) Compliance with Laws/Agreements . . . . . . . . . . . . 20 (D) Absence of Defaults . . . . . . . . . . . . . . . . . . 21 (E) Licenses and Permits . . . . . . . . . . . . . . . . . 21 (F) Consents and Approvals . . . . . . . . . . . . . . . . 21 (G) Liabilities . . . . . . . . . . . . . . . . . . . . . . 21 (H) Title to Collateral; Location of Equipment . . . . . . 22 (I) Compliance with Laws . . . . . . . . . . . . . . . . . 22 (J) Environmental Matters . . . . . . . . . . . . . . . . . 22 (K) Insurance . . . . . . . . . . . . . . . . . . . . . . . 23 (L) Joint Ventures . . . . . . . . . . . . . . . . . . . . 23 (M) Subsidiaries and Affiliates . . . . . . . . . . . . . . 23 (N) Financial Statements . . . . . . . . . . . . . . . . . 24 Page (O) Litigation or Claims . . . . . . . . . . . . . . . . . 24 (P) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 24 (Q) Brokers . . . . . . . . . . . . . . . . . . . . . . . . 26 (R) Transfer for Value . . . . . . . . . . . . . . . . . . 26 (S) No Untrue or Inaccurate Representations or Warranties . . . . . . . . . . . . . . . . . . . . 26 4.2 Survival of Warranties and Representations . . . . . . . . . 26 5. COVENANTS AND CONTINUING AGREEMENTS . . . . . . . . . . . . . . . 27 5.1 Affirmative Covenants of MICA . . . . . . . . . . . . . . . 27 (A) Automatic Drafting . . . . . . . . . . . . . . . . . . 27 (B) Maintenance of Property . . . . . . . . . . . . . . . . 27 (C) Audit Rights . . . . . . . . . . . . . . . . . . . . . 27 (D) Compliance with Agreements . . . . . . . . . . . . . . 28 (E) Payment of Taxes . . . . . . . . . . . . . . . . . . . 28 (F) Insurance; Payment of Premiums . . . . . . . . . . . . 29 5.2 Negative Covenants of MICA . . . . . . . . . . . . . . . . . 29 (A) Future Subsidiaries . . . . . . . . . . . . . . . . . . 29 (B) Distributions . . . . . . . . . . . . . . . . . . . . . 29 (C) Capital Expenditures . . . . . . . . . . . . . . . . . 29 (D) Operating Leases . . . . . . . . . . . . . . . . . . . 30 (E) Indebtedness . . . . . . . . . . . . . . . . . . . . . 30 (F) Disposition of Property . . . . . . . . . . . . . . . . 31 5.3 Survival of Liabilities Upon Termination of Agreement . . . 31 5.4 Requests for GE's Consent . . . . . . . . . . . . . . . . . 31 6. INFORMATION AND REPORTING REQUIREMENTS . . . . . . . . . . . . . 32 6.1 Financial Statements . . . . . . . . . . . . . . . . . . . . 32 (A) Audited Year-End Financial Statements . . . . . . . . . 32 (B) Quarterly Financial Statements . . . . . . . . . . . . 33 (C) Monthly Financial Statements . . . . . . . . . . . . . . 33 (D) Officer's Certificate . . . . . . . . . . . . . . . . . 33 6.2 Public Documents . . . . . . . . . . . . . . . . . . . . . . . 34 6.3 Other Reports . . . . . . . . . . . . . . . . . . . . . . . 34 6.4 Certain Notices . . . . . . . . . . . . . . . . . . . . . . 34 Page 7. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT . . . . . . . . 36 7.1 Event of Default . . . . . . . . . . . . . . . . . . . . . . 36 7.2 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 39 7.3 Right of Set-Off . . . . . . . . . . . . . . . . . . . . . . 41 7.4 Appointment of GE as MICA's Lawful Attorney . . . . . . . . 42 8. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . 43 8.1 Modification of Agreement; Sale of Interest . . . . . . . . 43 8.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 43 8.3 Waivers by GE; Cumulative Remedies . . . . . . . . . . . . . 45 8.4 Waivers by MICA . . . . . . . . . . . . . . . . . . . . . . 45 8.5 Further Assurances . . . . . . . . . . . . . . . . . . . . . 46 8.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . 47 8.7 Parties . . . . . . . . . . . . . . . . . . . . . . . . . . 47 8.8 Conflict of Terms . . . . . . . . . . . . . . . . . . . . . 48 8.9 Governing Law; Consent to Jurisdiction and Venue . . . . . . 48 8.10 Mutual Waiver of Jury Trial . . . . . . . . . . . . . . . . 48 8.11 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 8.12 Indemnification . . . . . . . . . . . . . . . . . . . . . . 51 (A) MICA . . . . . . . . . . . . . . . . . . . . . . . . . 51 (B) GE . . . . . . . . . . . . . . . . . . . . . . . . . . 52 8.13 Section Titles and Table of Contents . . . . . . . . . . . 52 8.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . 52 8.15 Successors and Assigns . . . . . . . . . . . . . . . . . . 52 8.16 Limitation of Liability . . . . . . . . . . . . . . . . . . 52 8.17 Integration . . . . . . . . . . . . . . . . . . . . . . . . 53 8.18 Confidentiality and Publicity . . . . . . . . . . . . . . . 53 8.19 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 54 EXHIBITS 2.1 Equipment 2.2 Installment Sales Agreements 2.3 "Fee for Service" Service Agreements and Equipment Leases 3.1(K) Debt Holder Concessions 3.1(L) Accounts Subject to Automatic Drafting 4.1(A) Corporate Information 4.1(F) Consents and Approvals 4.1(H) Liens 4.1(I) Compliance with Laws 4.1(K) Insurance 4.1(L) Joint Ventures 4.1(M) Subsidiaries and Affiliates 4.1(O) Litigation 4.1(P) Taxes 4.1(Q) Brokers 5.2(A) Future Subsidiaries SCHEDULES 1.3 Bill of Sale 1.17 Lease Termination Agreements 1.31 Security Agreement 2.2(A) Installment Sales Termination Agreement 2.2(B) MaxiService Agreements 2.3 Promissory Note 2.4 Common Stock Warrant 3.1(A) Release and Settlement Agreement 3.1(G) Officer's Certificate 3.1(L) Authorization Agreement for Pre-Arranged Payments EX-2 3 Exhibit 2 THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES FOR WHICH IT CAN BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR STATE LAW, THE RULES AND REGULATIONS THEREUNDER OR THE TRANSFER RESTRICTIONS OF THIS WARRANT. MEDICAL IMAGING CENTERS OF AMERICA, INC. AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT 800,000 Shares, Subject to Adjustment May 27, 1993 THIS IS TO CERTIFY THAT GENERAL ELECTRIC COMPANY, a New York corporation acting through GE Medical Systems, or registered assigns, is entitled, at any one time on and after the Exercise Date and on or prior to the Expiration Date (as hereinafter defined), to purchase from MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation (the "Company"), 800,000 shares of Common Stock (as hereinafter defined and subject to adjustment as provided herein), of the Company at a purchase price of $1.14 per share (subject to adjustment as provided herein), all on the terms and conditions and pursuant to the provisions hereinafter set forth. This instrument amends and restates a Common Stock Purchase Warrant of identical tenor, except only as to an amendment to the definition of the phrase "Expiration Date." 1. DEFINITIONS As used in this Warrant, the following terms have the respective meanings set forth below. "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company following the date of this Warrant. "Appraised Value" shall mean, in respect of any share of Common Stock on any date herein specified, the fair market value of such share of Common Stock (determined without giving effect to the discount for (i) a minority interest or (ii) any lack of liquidity of the Common Stock or to the fact that the Company may have no class of equity registered under the Exchange Act) as of the last day of the most recent fiscal month to end within 60 days prior to such date specified, based on the value of the Company as a whole, as determined by a member or members of the NASD selected in accordance with the definition below of "Current Market Price" on the basis of a sale between a willing seller and buyer, neither acting under any compulsion, divided by the number of Fully Diluted Outstanding shares of Common Stock. "Book Value" shall mean, in respect of any share of Common Stock on any date herein specified, the consolidated book value of the Company applicable to Common Stock as of the last day of any month immediately preceding such date, divided by the number of Fully Diluted Outstanding shares of Common Stock as determined in accordance with GAAP by a firm of independent certified public accountants of recognized national standing selected by the Company and reasonably acceptable to the Holder. "Business Day" shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the States of New York or California. "Closing Date" shall mean the date on which the closing occurs in the Restructuring Agreement. "Commission" shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. "Common Stock" shall mean (except where the context otherwise indicates) the Common Stock of the Company, and any capital stock into which such Common Stock may thereafter be changed, and shall also include capital stock of the Company of any other class (regardless of how denominated) issued to the holders of shares of Common Stock upon any reclassification thereof which is not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption. "Convertible Securities" shall mean evidences of indebtedness, options, warrants or other rights to receive shares of stock or other securities which are convertible into or exchangeable, with or without payment of additional consideration in cash or property, for Common Stock, either immediately or upon the occurrence of a specified date or a specified event. "Current Market Price" shall mean, in respect of any share of Common Stock on any date herein specified, the highest of (a) the Book Value per share of Common Stock at such date, and (b) the Appraised Value per share of Common Stock as at such date, or if there shall then be a public market for the Common Stock, the highest of (x) the Book Value per share of Common Stock at such date, and (y) the average of the daily market prices for 30 consecutive Business Days commencing 45 days before such date. The daily market price for each such day shall be (i) the last sale price on such day as furnished by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or by the National Quotation Bureau if not reported on NASDAQ, (ii) if neither such corporation at the time is engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business, or (iii) if there is no such firm, as furnished by any member of the NASD selected mutually by the Holder and the Company or, if they cannot agree upon such selection, as selected by two such members of the NASD, one of which shall be selected by the Holder and one of which shall be selected by the Company, (iv) if the Common Stock is listed or admitted to trading on a stock exchange in the United States, the last sale price on such day on the principal stock exchange on which such Common Stock is then listed or admitted to trading, or (v) if no sale takes place on such day on any such exchange, the average of the last reported closing bid and asked prices on such day as officially quoted on any such exchange. "Current Warrant Price" shall mean, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. "Exercise Date" shall mean the date two (2) years following the Closing Date; provided, however, that the Exercise Date shall be accelerated to any earlier date upon which any of the following events occurs: (i) a tender offer is commenced for all or part of the Company's Common Stock, (ii) the acquisition or disposition of securities of the Company by a Person or group which would cause such Person or group holding such securities, alone or together with such Person's or group's affiliates, to increase their holdings above, or decrease their holdings below, 25% of the Company's Fully Diluted Outstanding Common Stock, (iii) the Company sells all or substantially all of its assets, or (iv) the termination, repayment or prepayment in full of the loan under the Restructuring Agreement. "Exercise Period" shall mean the period during which this Warrant is exercisable pursuant to Section 2.1. "Expiration Date" shall mean the date five years following the Closing Date. "Fully Diluted Outstanding" shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant and all other options, warrants, Convertible Securities or other rights to purchase or receive Common Stock outstanding on such date. "GAAP" shall mean generally accepted accounting principles in the United States of America as from time to time in effect. "GE Medical" shall mean General Electric Company, a New York corporation acting through GE Medical Systems. "Holder" shall mean the Person or Persons in whose name the Warrant set forth herein is registered on the books of the Company maintained for such purpose. In the event more than one Person is so registered, "Holder" for purposes of consent, demand or other action allowed or required to be taken hereunder by the Holder(s) of this Warrant, the word "Holder" shall refer to a simple majority in interest of such Persons. "NASD" shall mean the National Association of Securities Dealers, Inc., or any successor corporation thereto. "Outstanding" shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all issued shares of Common Stock, except shares then owned or held exclusively by or for the account solely of the Company or any wholly-owned subsidiary thereof (collectively, "Subsidiary-Held Shares"), and shall include all shares issuable in respect of any certificates representing fractional interests in shares of Common Stock. Subsidiary-Held Shares shall remain Subsidiary-Held Shares even if held in pledge as security unless and until such shares are foreclosed upon and record, beneficial or equitable ownership transferred. "Person" shall mean any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof). "Preferred Stock" shall mean any class of the Company's stock having rights, preferences or privileges senior or prior in right to any other class. "Restricted Common Stock" shall mean shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a). "Restructuring Agreement" shall mean that certain Agreement dated May 14, 1993, between the Company and General Electric Company, acting through GE Medical Systems which provides for restructuring of obligations of the Company and to which a form of this Warrant is attached as an exhibit. "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Subsidiary" shall mean, with respect to any Person, any corporation of which an aggregate of more than 50% of the outstanding stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person and/or one or more Subsidiaries of such Person. "Subsidiary-Held Shares" shall have the meaning set forth above in the definition of "Outstanding." "Transfer" shall mean any disposition of any Warrant or Warrant Stock or of any interest in either thereof, which would constitute a sale thereof within the meaning of the Securities Act. "Transfer Notice" shall have the meaning set forth in Section 9.2. "Warrants" shall mean this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, this Warrant. All Warrants shall at all times be identical as to terms and conditions and date, except as to the percentage of Fully Diluted Outstanding Shares of Common Stock for which they may be exercised. Collectively, all unexercised Warrants shall be exercisable for the exact same number of shares as this Warrant would be exercisable in the event any such Transfer or division had not occurred. Exercise of any warrant(s) shall not trigger any of the adjustments contemplated by Section 4 of this Warrant. "Warrant Price" shall mean an amount equal to (i) the number of shares of Common Stock being purchased upon exercise of this Warrant pursuant to Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such exercise. "Warrant Stock" shall mean the shares of Common Stock purchased by the holders of the Warrants upon the exercise thereof. 2. EXERCISE OF WARRANT 2.1 Manner of Exercise. From and after the Exercise Date and until 5:00 p.m., California time, on the Expiration Date, the Holder may exercise the Warrant on Business Days, for all or any part of 800,000 shares (subject to adjustment as provided hereunder) of Common Stock then purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 9444 Farnham Street, Suite 100, San Diego, California 92123 or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in the manner specified below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Outstanding Shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the payment as set forth below, and this Warrant are received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid or agreed to be paid when finally determined. Payment of the Warrant Price shall be made at the option of the Holder by certified or official bank check, or by cancellation of indebtedness, if any, owed by the Company to such Holder. 2.2 Payment of Taxes. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof, unless such tax or charge is imposed by law upon Holder, in which case such taxes or charges shall be paid by Holder. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock issuable upon exercise of this Warrant in any name other than that of Holder, and in such case the Company shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the satisfaction of the Company that no such tax or other charge is due. 2.3 Fractional Shares. The Company shall not issue a fractional share of Common Stock upon exercise of this Warrant. A fractional share otherwise issuable shall be rounded up to the nearest whole share. 2.4 Continued Validity. A holder of shares of Common Stock issued upon the exercise of this Warrant (other than a holder who acquires such shares after the same have been publicly sold pursuant to a Registration Statement under the Securities Act or sold pursuant to Rule 144 thereunder), shall continue to be entitled with respect to such shares to all rights to which it would have been entitled as Holder under Sections 9, 10, 13, and 16 of this Warrant. The Company shall, at the time of each exercise of this Warrant upon the request of the holder of the shares of Common Stock issued upon such exercise hereof, acknowledge in writing, in form reasonably satisfactory to such holder, its continuing obligation to afford to such holder all such rights and subject to any burdens; provided, however, that if such holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such holder all such rights. 3. TRANSFER, DIVISION AND COMBINATION 3.1 Transfer. This Warrant shall be nontransferable other than to a division, subsidiary or affiliate of GE Medical except by merger of the Holder with another entity or otherwise by operation of law. Subject to compliance with Section 9 following said period of nontransferability, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall, subject to Section 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance with Section 9, may be exercised by a new Holder for the purchase of shares of Common Stock without having a new Warrant issued. If requested by the Company, a new Holder shall acknowledge in writing, in form reasonably satisfactory to the Company, such Holder's continuing obligations under Section 9 of this Warrant. 3.2 Division and Combination. Subject to Section 9, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 3.1 and with Section 9, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 3.3 Expenses. The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 3. 3.4 Maintenance of Books. The Company shall maintain, at its aforesaid office or agency, books for the registration, and the registration of transfer, of this Warrant. 4. ADJUSTMENTS The number of shares of Common Stock for which this Warrant is exercisable, or the price at which such shares may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Company shall give each Holder notice of any event described below which requires an adjustment pursuant to this Section 4 at the time of such event. 4.1 Stock Dividends, Subdivisions, Combinations and Reclassifications. If at any time the Company shall with respect to its Common Stock or Convertible Securities: (a) pay a dividend or make distribution of Additional Shares of Common Stock or Convertible Securities other than convertible indebtedness or convertible Preferred Stock (in which event such Additional Shares of Common Stock issuable upon exchange or conversion shall be deemed distributed), (b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (d) reclassify its Common Stock (other than a change in par value, or from par value to no par value) into shares of Common Stock and shares of any other class of stock; and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the Outstanding shares of Common Stock within the meaning of this Section 4.1., then (i) the number of shares of Common Stock for which this Warrant is exercisable after the occurrence of any such event shall be equal to (A) the maximum number of shares of Common Stock underlying this Warrant prior to the occurrence of any such event, multiplied by (B) the number of Fully Diluted Outstanding shares of Common Stock after any such event, divided by the number of Fully Diluted Outstanding shares of Common Stock prior to any such event, and (ii) the Current Warrant Price shall be adjusted to equal the Current Warrant Price multiplied (A) by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. Any increased number of shares of Common Stock subject to this Warrant resulting from application of the foregoing shall be allocated ratably among all shares of Common Stock subject to this Warrant prior to each such event and the shares (including the newly allocated shares) not subject to clause (i) of Section 2.1 shall remain subject to the conditions precedent to exercise described in clause (ii) of Section 2.1. 4.2 Other Provisions Applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable provided for in this Section 4: (a) When Adjustments to Be Made. The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. (b) When Adjustment Not Required. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. 5. NOTICES TO WARRANT HOLDERS 5.1 Notice of Adjustments. Whenever the number of shares of Common Stock for which this Warrant is exercisable, or whenever the price at which a share of such Common Stock may be purchased upon exercise of this Warrant, shall be adjusted pursuant to Section 4, the Company shall forthwith prepare a certificate to be executed by the chief financial officer of the Company setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated, specifying the number of shares of Common Stock for which this Warrant is exercisable, and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Company shall promptly cause a signed copy of such certificate to be delivered to each Holder in accordance with Section 16.2. The Company shall keep at its office or agency designated pursuant to Section 12 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by any Holder or any prospective purchaser of a Warrant designated by a Holder thereof. 5.2 Notice of Certain Corporate Action. The Holder shall be entitled to the same rights to receive notice of corporate action as any holder of Common Stock. 6. NO IMPAIRMENT The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value, if any, of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder. 7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the Closing Date, the Company shall at all times reserve and keep available for issuance upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be reasonably necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be reasonably necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered or qualified; provided that the provisions of Section 9 shall govern with respect to Company's obligation to effect the registration of its securities under the Securities Act. 8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant. 9. RESTRICTIONS ON TRANSFERABILITY This Warrant shall not be transferable except to a division, subsidiary or affiliate of GE Medical or by merger of the Holder with another entity or otherwise by operation of law. Furthermore, this Warrant and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act and state law, with respect to the Transfer of this Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9. Furthermore, Holder, by acceptance of this Warrant and by acceptance and delivery of the Subscription Form in the form of Exhibit A hereto, represents and warrants to the Company for its reliance in connection with issuing this Warrant and the Warrant Stock, respectively, that (i) Holder is acquiring the Warrant, and if applicable, the Warrant Stock for Holder's own account for investment and not for sale or other disposition thereof; (ii) Holder understands that such securities are not registered under the Securities Act and must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available; (iii) Holder, by reason of its business and financial experience has the capacity to protect its own interests in connection with purchase and transfer of such securities and is able to bear the economic risk thereof; and (iv) the Company has made available to Holder all documents and information regarding an investment in such securities requested by or on behalf of Holder, including but not limited to all publicly available information on file with the Commission. 9.1 Restrictive Legend. (a) Except as otherwise provided in this Section 9, each certificate for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are subject to the conditions specified in a certain Common Stock Purchase Warrant dated as of May 27, 1993, originally issued by Medical Imaging Centers of America, Inc. No transfer of the shares represented by this certificate shall be valid or effective until such conditions and any requirements of state law have been fulfilled. A copy of the form of said Warrant is on file with the Secretary of Medical Imaging Centers of America, Inc. The holder of this certificate, by acceptance of this certificate, agrees to be bound by the provisions of such Warrant. b) Except as otherwise provided in this Section 9, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: This Warrant and its underlying securities have not been registered under the Securities Act of 1933, as amended, and may not be transferred in violation of such Act or state law, the rules and regulations thereunder or the provisions of this Warrant. 9.2 Notice of Proposed Transfers; Requests for Registration. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Warrant Stock, the holder of such Warrants or Warrant Stock shall give ten days prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and shall obtain and deliver to the Company an opinion in form and substance reasonably satisfactory to the Company (addressed to the Company and upon which the Company may rely) from counsel to such holder who shall be reasonably satisfactory to the Company, that the proposed Transfer of such Warrants or such Warrant Stock may be effected without registration under the Securities Act and any applicable state securities law(s). After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, so notify the holder of such Warrants or Warrant Stock and such holder shall thereupon be entitled to Transfer such Warrants or such Warrant Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Warrant Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act and any applicable state securities law(s). The holder of the Warrants or the Warrant Stock, as the case may be, giving the Transfer Notice shall not be entitled to transfer and shall not transfer such Warrants or such Warrant Stock until (i) the Company receives a written statement of investment intent and sophistication from the proposed Transferee in substance substantially similar to the final sentence of the first paragraph of Section 9 and (ii) such holder receives notice from the Company under this Section 9.2. The Holders of Warrants and Warrant Stock shall have the right to request registration of such Warrant Stock pursuant to Sections 9.3 and 9.4. 9.3 Required Registration. The rights ("Required Registration") of holders of Warrants and/or Warrant Stock under this Section 9.3 shall become effective only on and after the date 90 days prior to the Exercise Date and shall expire on the Expiration Date. After receipt of a written request from the holders of Warrants and/or Warrant Stock representing at least an aggregate of fifty percent (50%) of the total of (i) all shares of Warrant Stock then subject to issuance upon exercise of all Warrants and (ii) all shares of Warrant Stock then Outstanding having an aggregate Current Market Price in excess of $400,000, requesting that the Company effect the registration of Warrant Stock issuable upon the exercise of such holder's Warrants or of any of such holder's Warrant Stock under the Securities Act and specifying the intended method or methods of disposition thereof, the Company shall promptly notify all holders of Warrants and Warrant Stock in writing of the receipt of such request and each such holder, in lieu of exercising its rights under Section 9.4, may elect (by written notice specifying the intended method or methods of disposition of Warrant Stock sent to the Company within ten Business Days from the date of such holder's receipt of the aforementioned Company's notice) to have such holder's shares of Warrant Stock included in such registration thereof pursuant to this Section 9.3. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Warrant Stock which the Company has been so requested to register by such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Warrant Stock so registered; provided, however, that the Company shall not be required to effect more than one registration of any Warrant Stock pursuant to this Section 9.3. No holder of any other warrant, Convertible Securities or other right to purchase shares of Common Stock shall receive or be entitled to receive registration rights that are more favorable than the registration rights available to the Holder pursuant to the terms of this Section 9. (a) Suspension of Registration. If the Company has been requested to effect a Required Registration, whether or not a Registration Statement with respect thereto has been filed or has become effective, and furnishes to the Holder requesting such registration a copy of a resolution of the Board of Directors of the Company certified by the Secretary of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such Registration Statement (i) to be filed on or before the date such filing would otherwise be required hereunder, (ii) to become effective, or (iii) to remain effective as long as such Registration Statement would otherwise be required to remain effective, the Company shall have the right to defer such filing or effectiveness or to suspend such effectiveness for a period of not more than 120 days; provided that during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or that of anyone other than the Holder or Holders requesting such Required Registration; and provided, further, that if effectiveness of a Registration Statement is suspended pursuant to this provision, the period of such suspension shall be added to the end of the period that such Registration Statement would otherwise be required to be effective hereunder so that the aggregate number of days that such Registration Statement is required to remain effective hereunder shall remain unchanged. (b) Hold-Back Agreements. (i) Restrictions on Public Sale By Holder of Registrable Securities. Each Holder whose registrable securities are covered by a Registration Statement filed pursuant to this Warrant agrees, if requested by the managing underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that the holders of the Registrable Securities will not be subject to the hold-back restrictions of this Section if the Company and the other holders of the Company's equity securities have not complied with the provisions of subsection (b) below. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering any such agreement; provided, however, that any such Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale of such applicable class of registrable securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. (ii) Restrictions on Sale of Equity Securities by the Company and Others. The Company agrees (1) not to effect any public or private offer, sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act, (i) during the 10-day period prior to, and during the 90-day period beginning with, the effectiveness of a Registration Statement filed under this Warrant to the extent timely notified in writing by a holder of registrable securities or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms or the issuance of Common Stock pursuant to warrants or employee stock options outstanding on the date hereof) and (2) to use its best efforts to cause each holder of its privately placed equity securities purchased from the Company at any time on or after the date of this Agreement to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted). 9.4 Incidental Registration. The rights of holders of Warrants and/or Warrant Stock under this Section 9.4 shall become effective only on and after the Exercise Date and shall expire on the Expiration Date. If the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement required under section 9.3 or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan or to existing holders of the Company's debt or equity securities in any exchange or rights offering, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice to all holders of Warrants or Warrant Stock at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf or on behalf of the demanding security holders at any time prior to the effective date of the registration relating thereto. Each holder of any such Warrants or any such Warrant Stock desiring to have Warrant Stock registered under this Section 9.4 shall advise the Company in writing within 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the shares of Common Stock into which the Warrants are exercisable and the Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all demanding security holders (other than any selling security holder who requested such registration and the Company (unless such Registration Statement was filed at the request of a demanding security holder)) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 9.6, all expenses of such registration shall be borne by the Company. 9.5 Registration Procedures. If the Company is required by the provisions of this Section 9 to use its best efforts to effect the registration of any of its securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission a Registration Statement with respect to such securities and use its best efforts to cause such Registration Statement to become and remain effective for a period of time required for the disposition of such securities by the holders thereof; (b) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until the earlier of such time as all of such securities have been disposed of in a public offering or the expiration of 180 days; (c) furnish to any selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request; (d) use its best efforts to register or qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as each Holder of such securities shall reasonably request in light of such Holder's intended plan of distribution (provided, however, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process or subject itself to taxation in any such jurisdiction), and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such jurisdiction of the securities covered by such Registration Statement; (e) if requested by a majority (in amount of underlying and outstanding shares ) of the Holders of Warrants or Warrant Stock being included in such registration, use its best efforts to obtain from either a nationally recognized underwriter or investment banker or an underwriter or investment banker reasonably acceptable to such Holders a firm commitment (pursuant to an underwriting agreement in customary form) to underwrite the public offering of the securities covered by such Registration Statement; (f) furnish, at the request of any holder requesting registration of Warrant Stock pursuant to Section 9.3, on the date that such shares of Warrant Stock are delivered to the underwriters for sale pursuant to such registration or, if such Warrant Stock is not being sold through underwriters, on the date that the Registration Statement with respect to such shares of Warrant Stock becomes effective, (1) a copy of an opinion, dated such date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the holders making such request, stating that such Registration Statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the Registration Statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and data contained therein), (iii) the descriptions in the Registration Statement or the prospectus, or any amendment or supplement thereto, of all legal matters and contracts and other legal documents or instruments are accurate and fairly present the information required to be shown, and (iv) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the Registration Statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to be described in the Registration Statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the Registration Statement which are not described and filed or incorporated by reference as required; such counsel shall also confirm that nothing has come to his attention to lead him to believe that either the Registration Statement or the prospectus, or any amendment or supplement thereto (other than financial material and data as to which such counsel need make no statement) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which made, not misleading; and (2) a letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the holder making such request and, if such accountants refuse to deliver such letter to such holder, then to the Company stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act. Such opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as the holders holding a majority of the Warrant Stock so registered may reasonably request. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holders holding a majority of the Warrant Stock being so registered may reasonably request; (g) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the securities covered by Registration Statement; and (h) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the Registration Statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act. (i) notify each selling Holder of such registrable securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by the Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly make available to each selling Holder any such supplement or amendment. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section 9 in respect of the securities which are to be registered at the request of any holder of Warrants or Warrant Stock that such holder shall furnish to the Company such information regarding the securities held by such holder and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action taken by the Company. Each selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 9.5(i) hereof, such selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering the securities covered by the Registration Statement until such selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 9.5(i) hereof, and, if so directed by the Company such selling Holder will deliver to the Company all copies, other than permanent file copies then in such selling Holder's possession, of the most recent prospectus covering the securities covered by Registration Statement at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Section 9.5(i) hereof to the date when the Company shall make available to the selling Holders of the securities covered by such Registration Statement a prospectus supplemented or amended to conform with the requirements of Section 9.5(i) hereof. 9.6 Expenses; Limitations on Registration. All expenses incurred in complying with Section 9, including, without limitation, all registration and filing fees (including all expenses incident to filing with the NASD, printing expenses, fees and disbursements of counsel for the Company, the reasonable fees and expenses of one counsel for the selling security holders (selected by those holding a majority of the shares being registered), expenses of any special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions pursuant to Section 9.5(d), shall be paid by the Company, except that (a) all such expenses in connection with any amendment or supplement to the Registration Statement or prospectus filed more than 180 days after the effective date of such Registration Statement because any holder of Warrant Stock has not effected the disposition of the securities requested to be registered shall be paid by such holder; and (b) the Company shall not be liable for any fees, discounts or commissions to any underwriter or any fees or disbursements of counsel for any underwriter in respect of the securities sold by such holder of Warrant Stock. 9.7 Indemnification. (a) In the event of any registration of any of the Warrant Stock under the Securities Act pursuant to this Section 9, the Company shall indemnify and hold harmless the holder of such Warrant Stock, such holder's directors and officers, and each other Person (including each underwriter) who participated in the offering of such Warrant Stock and each other Person, if any, who controls such holder or such participating Person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or participating Person or controlling Person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holder or such director, officer or participating Person or controlling Person for any legal or any other expenses reasonably incurred by such holder or such director, officer or participating Person or controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any alleged untrue statement or alleged omission made in such Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder specifically for use therein or (in the case of any registration pursuant to Section 9.3) so furnished for such purposes by any underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or such director, officer or participating Person or controlling Person, and shall survive the transfer of such securities by such holder. (b) Each holder of any Warrant Stock, by acceptance thereof, agrees to indemnify and hold harmless the Company, its directors and officers and each other Person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or any such Person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon information in writing provided to the Company by such Holder of such Warrant Stock contained, on the effective date thereof, in any Registration Statement under which securities were registered under the Securities Act at the request of such holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; provided, however, that such Holder's obligation under this Section 9.7(b) to indemnify and hold harmless the Company shall in no event exceed the damage attributable solely to the inclusion of such written information in such Registration Statement, preliminary prospectus, final prospectus, or amendment or supplement suffered by the Person or Persons whose claims gave rise to such losses, claims, damages or liabilities. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information furnished in writing by persons specifically for inclusion in any prospectus or Registration Statement. (c) If the indemnification provided for in this Section 9 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 9 as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9.7(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding any other provisions of this Warrant, the Company shall not be liable in any case to the extent that any loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission in any Registration Statement or prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Registration Statement and the Holder thereafter fails to deliver such Registration Statement or prospectus as so amended or supplemented prior to or concurrently with the sale of the securities covered by such Registration Statement to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such Holder with a sufficient number of copies of the same. 9.8 Termination of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability after the Exercise Date of the Warrants and the Warrant Stock and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock (i) when and so long as such security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such legend is not required in order to ensure compliance with the Securities Act. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON , , AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Warrant Stock not bearing the restrictive legend set forth in Section 9.1(a). 9.9 Listing on Securities Exchange. If and so long as the Company shall list any shares of Common Stock on NASDAQ or any securities exchange, it will, at its expense, list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible under the applicable NASDAQ or securities exchange rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock shall be so listed during any such Exercise Period. 9.10 Certain Limitations on Registration Rights. Notwithstanding the other provisions of Section 9: (i) the Company shall not be obligated to register the Warrant Stock of any Holder if (x) in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder's Warrant Stock, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Warrant Stock under the Securities Act, and (y) the failure of the Company to register such Warrant Stock will not result in a reduction in the net proceeds to be received by such Holder in connection with such sale or other disposition; and (ii) the Company shall not be obligated to register the Warrant Stock of any Holder pursuant to Section 9.3, if the Company has had a registration statement, under which such Holder had a right to have its Warrant Stock included pursuant to Sections 9.3 or 9.4, declared effective within one year prior to the date of the request pursuant to Section 9.3; provided, however, that if any Holder elected to have shares of its Warrant Stock included under such registration statement but some or all of such shares were excluded pursuant to the penultimate sentence of Sections 9.3 or 9.4, then such one-year period shall be reduced to six months. 9.11 Selection of Managing Underwriters. The managing underwriter or underwriters for any offering of Warrant Stock to be registered pursuant to Section 9.3 shall be selected by the Company and shall be reasonably acceptable to the Holders of a majority of the shares being so registered (other than any shares being registered pursuant to Section 9.4). 10. SUPPLYING INFORMATION The Company shall cooperate with each Holder of a Warrant and each holder of Warrant Stock in supplying such information as may be reasonably necessary for such Holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Warrant or Restricted Common Stock. 11. LOSS OR MUTILATION Upon receipt by the Company from any Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant and indemnity reasonably satisfactory to it (it being understood that the written agreement of GE Medical shall be sufficient indemnity) and in case of mutilation upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor to such Holder; provided, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation. 12. OFFICE OF THE COMPANY As long as any of the Warrants remain outstanding, the Company shall maintain an office or agency (which may be the principal executive offices of the Company) where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this warrant. The Company shall notify Holder in writing prior to any change of the address of the office at which the Warrants may be presented. 13. FINANCIAL AND BUSINESS INFORMATION 13.1 Information. Except during any period when the Company is a Public Company (as hereinafter defined), it will deliver to each Holder, as soon as practicable after the end of each month, and in any event within 30 days thereafter, and after the end of each quarter and in any event within 45 days thereafter, one copy of an unaudited consolidated balance sheet, statement of income and statement of cash flow of the Company and its Subsidiaries for such period setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal years. Such financial statements shall be prepared by the Company in accordance with GAAP and shall be accompanied by the certification of the Company's chief executive officer or chief financial officer that such financial statements are complete and correct and present fairly the consolidated financial position, results of operations and cash flow of the Company and its Subsidiaries as at the end of such period and for such year-to-date period, as the case may be. For purposes of this Section 13, the term "Public Company" shall mean a company (i) that is subject to the reporting requirements of Section 15(d) of the Exchange Act, or (ii) any of whose securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act. 13.2 Annual Information. Except during any period when the Company is a Public Company, it will deliver to each Holder as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, one copy of: (i) an audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (ii) audited consolidated statements of income and retained earnings and cash flow of the Company and its Subsidiaries for such year; setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year; all prepared in accordance with GAAP, and which audited financial statements shall be accompanied by (i) an opinion thereon of the independent certified public accountants regularly retained by the Company, or any other firm of independent certified public accountants of recognized national standing selected by the Company and (ii) a report of such independent certified public accountants confirming, or describing the agreed upon procedures applied to the Company's schedules computing, any adjustment, made pursuant to Section 4 during such year. Such report shall include a description of any errors determined by the accountants in the Company's schedules. 13.3 Filings. The Company will file on or before the required date all required regular or periodic reports (pursuant to the Exchange Act) with the Commission and will deliver to Holder promptly upon their becoming available one copy of each report, notice or proxy statement sent by the Company to its stockholders generally, and of each regular or periodic report (pursuant to the Exchange Act) and any Registration Statement, prospectus or written communication (other than transmittal letters) pursuant to the Securities Act, filed by the Company with (i) the Commission or (ii) any securities exchange on which shares of Common Stock are listed (provided, however, that the Company may request filing extensions pursuant to Rule 12b-25 under the Securities and Exchange Act of 1934, as amended). 14. APPRAISAL The determination of the Appraised Value per share of Common Stock shall be made by an investment banking firm of nationally recognized standing selected by the Company and acceptable to the Holder. If the investment banking firm selected by the Company is not acceptable to the Holder and the Company and the Holder cannot agree on a mutually acceptable investment banking firm, then the Holder and the Company shall each choose one such investment banking firm and the respective chosen firms shall agree on another investment banking firm which shall make the determination. The Company shall retain, at its sole cost, such investment banking firm as may be necessary for the determination of Appraised Value1 required by the terms of this Warrant. 15. LIMITATION OF LIABILITY No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of such Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 16. MISCELLANEOUS 16.1 Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Company shall operate as a waiver of such right or otherwise prejudice the Company's rights, powers or remedies. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies. If the Company fails to make, when due, any payments provided for hereunder, or fails to comply with any other provision of this Warrant, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 16.2 Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Warrant shall be sufficiently given or made if in writing and either delivered (i) in person with receipt acknowledged, (ii) by facsimile transmission, with receipt electronically confirmed during normal business hours of recipient, and that is confirmed by sending, no later than one (1) Business Day following such transmission, a copy of such facsimile, by registered or certified mail, return receipt requested, postage prepaid, or (iii) by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) If to any Holder or holder of Warrant Stock, at its last known address or facsimile transmission number appearing on the books of the Company maintained for such purpose. (b) If to the Company at Medical Imaging Centers of America, Inc. 9444 Farnham Street, Suite 100 San Diego, California 92123 (619) 560-0046 or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged or sent by facsimile with receipt electronically confirmed during normal business hours of recipient, or three (3) Business Days after the same shall have been deposited in the United States mail. Failure or delay in delivering copies of any notice, demand, request, approval, declaration, delivery or other communication to the person designated above to receive a copy shall in no way adversely affect the effectiveness of such notice, demand, request, approval, declaration, delivery or other communication. 16.3 Indemnification. In addition to the indemnities provided in Section 9.7 (as to the subject matter of which the indemnifications, including limitations, therein, shall control), the Company agrees to indemnify and hold harmless the Holder, its officers, directors, employees, agents, and attorneys from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against Holder relating to or arising out of (i) Holder's exercise of this Warrant and/or ownership of any shares of Warrant Stock issued in consequence thereof, or (ii) any litigation to which the Holder is made a party in its capacity as a stockholder or warrant holder of the Company; provided, however, that the Company will not be liable hereunder to the extent that any liabilities, obligation, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are found in a final nonappealable judgment by a court to have resulted from either (i) the Holder's gross negligence or willful misconduct, or (ii) actions or omissions taken or not taken by the Holder in any capacity other than as a stockholder or warrant holder of the Company. 16.4 Remedies. Each holder of Warrant and Warrant Stock, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under Section 9 of this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of Section 9 of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 16.5 Successors and Assigns. Subject to the provisions of Sections 3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. 16.6 Amendment. This Warrant and all other Warrants may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder, provided that no such Warrant may be modified or amended to reduce the number of shares of Common Stock for which such Warrant is exercisable or to increase the price at which such shares may be purchased upon exercise of such Warrant (before giving effect to any adjustment as provided therein) without the prior written consent of the Holder thereof. 16.7 Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant. 16.8 Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 16.9 Governing Law; Service of Process. In all respects, including all matters of construction, validity and performance, this Agreement and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the state of the Company's incorporation applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws, and any applicable laws of the United States of America. Service of process on the Company or Holder in any action arising out of or relating to this Agreement shall be effective if mailed to such party in accordance with the procedures and requirements set forth in Section 16.2. 16.10 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE COMPANY AND HOLDER HEREOF WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE COMPANY AND HOLDER HEREOF DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY AND HOLDER HEREOF WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon and attested by its Secretary or an Assistant Secretary. MEDICAL IMAGING CENTERS OF AMERICA, INC. By: Name: Title: Attest: Name: Title: EXHIBIT A SUBSCRIPTION FORM [To be executed only upon exercise of Warrant) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of Shares of Common Stock of Medical Imaging Centers of America, Inc. and herewith makes payment therefor, all at the price and on the terms and conditions specified in such Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to __________________________ whose address is and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in such Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned. Name of Registered Owner) (Signature of Registered Owner) (Street Address) (City) (State) (Zip Code) NOTICE: The signature on this subscription must correspond with the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under such Warrant, with respect to the number of shares of Common Stock set forth below: Name and Address of Assignee No. of Shares of Common Stock and does hereby irrevocably constitute and appoint attorney-in-fact to register such transfer on the books of Medical Imaging Centers of America, Inc. maintained for the purpose, with full power of substitution in the premises. Dated: Print Name: Signature: Witness: NOTICE: The signature on this assignment must correspond with the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. MEDICAL IMAGING CENTERS OF AMERICA, INC. AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT May 27, 1993 TABLE OF CONTENTS Page 1. DEFINITIONS................................. 1 2. EXERCISE OF WARRANT......................... 5 2.1 Manner of Exercise.................... 5 2.2 Payment of Taxes...................... 6 2.3 Fractional Shares..................... 7 2.4 Continued Validity.................... 7 3. TRANSFER, DIVISION AND COMBINATION.......... 7 3.1 Transfer.............................. 7 3.2 Division and Combination.............. 8 3.3 Expenses.............................. 8 3.4 Maintenance of Books.................. 8 4. ADJUSTMENTS................................. 8 4.1 Stock Dividends, Subdivisions, Combinations and Reclassifications.... 8 4.2 Other Provisions Applicable to Adjustments under this Section........ 9 5. NOTICES TO WARRANT HOLDERS.................. 10 5.1 Notice of Adjustments................. 10 5.2 Notice of Certain Corporate Action.... 10 6. NO IMPAIRMENT............................... 10 7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY.................. 11 8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS.............................. 11 9. RESTRICTIONS ON TRANSFERABILITY............. 12 9.1 Restrictive Legend.................... 12 9.2 Notice of Proposed Transfers; Requests for Registration............ 13 9.3 Required Registration................. 14 9.4 Incidental Registration............... 16 9.5 Registration Procedures............... 17 9.6 Expenses; Limitations on Registration. 21 9.7 Indemnification....................... 22 9.8 Termination of Restrictions........... 24 9.9 Listing on Securities Exchange........ 25 9.10 Certain Limitations on Registration Rights................................ 25 9.11 Selection of Managing Underwriters.... 26 Page 10. SUPPLYING INFORMATION....................... 26 11. LOSS OR MUTILATION.......................... 26 12. OFFICE OF THE COMPANY....................... 26 13. FINANCIAL AND BUSINESS INFORMATION.......... 27 13.1 Information............................ 27 13.2 Annual Information..................... 27 13.3 Filings................................ 28 14. APPRAISAL................................... 28 15. LIMITATION OF LIABILITY..................... 28 16. MISCELLANEOUS............................... 28 16.1 Nonwaiver and Expenses................ 28 16.2 Notice Generally...................... 29 16.3 Indemnification....................... 30 16.4 Remedies.............................. 30 16.5 Successors and Assigns................ 30 16.6 Amendment............................. 30 16.7 Severability.......................... 31 16.8 Headings.............................. 31 16.9 Governing Law; Service of Process..... 31 16.10 Mutual Waiver of Jury Trial........... 31 EX-3 4 AGREEMENT AND AMENDMENT THIS AGREEMENT AND AMENDMENT (the "Agreement") is entered into as of January 16, 1996, between MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation ("MICA"), MICA IMAGING, INC., an Illinois corporation, MICA CAL I INC., a California corporation, MICA CAL II INC., a California corporation, MICA CAL III INC., a California corporation, MICA CAL IV INC., a California corporation, MICA CAL VII INC., a California corporation, MICA CAL X, INC., a California corporation, MICA FLO I INC., a California corporation, MICA OR I INC., a California corporation, MICA PACIFIC, INC., a California corporation, and AFFILIATED IMAGING NETWORK, INC., a California corporation (collectively, the "MICA Subsidiaries" and referred to herein, together with MICA, as the "MICA Obligors"), and GENERAL ELECTRIC COMPANY, a New York corporation acting through GE Medical Systems ("GE Medical"). WHEREAS, GE Medical and MICA are parties to an Agreement, dated May 14, 1993 (the "Credit Agreement"), relating to, among other things, GE's provision of equipment and services to MICA and the MICA Subsidiaries and pursuant to which MICA executed and delivered to GE Medical a promissory note in the principal amount of $7,442,616.38 (the "MICA Promissory Note"); and WHEREAS, GE Medical and the MICA Obligors are parties to a Security Agreement, dated as of May 27, 1993, pursuant to which the MICA Obligors have granted to GE Medical certain liens and security interests; and WHEREAS, the principal amount currently outstanding under the MICA Promissory Note is approximately $2,700,000; and WHEREAS, GE Medical owns a Common Stock Purchase Warrant (the "Warrant") currently exercisable to purchase 160,000 shares of Common Stock of MICA ("Common Shares") at a price set forth in the Warrant; and WHEREAS, MICA has proposed to GE Medical that GE Medical accept as payment in full of the amounts currently outstanding under the MICA Promissory Note (1) a cash payment by MICA to GE Medical of $1,425,000 and (2) application by MICA of $912,000 of the principal amount outstanding under the MICA Promissory Note to the exercise price payable by GE Medical in connection with the exercise by GE Medical of its right to purchase 160,000 Common Shares under the Warrant; and WHEREAS, MICA has proposed that it issue to GE Medical, in connection with such transaction, a Common Stock Purchase Warrant to purchase 60,000 Common Shares; and WHEREAS, GE Medical has agreed to such proposal of MICA on the terms and conditions set forth herein; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. MICA Promissory Note. (a)(i) MICA hereby agrees that, no later than three business days after the date of this Agreement, MICA shall make a cash payment to GE Medical in the amount of $1,425,000 by wire transfer of immediately available funds to an account designated by GE Medical. MICA hereby authorizes GE Medical to initiate a debit entry for such payment from MICA's account in lieu of such wire transfer payment. (ii) MICA agrees that, no later than three business days after the date of this Agreement, it will issue to GE Medical 160,000 Common Shares in connection with the exercise by GE Medical of the Warrant. Such Common Shares will be duly and validly issued and fully paid and nonassessable and not subject to preemptive rights. (b) GE Medical hereby agrees that its receipt from MICA of the cash payment of $1,425,000 referred to in paragraph (a)(i) of this Section 1 and 160,000 Common Shares issued by MICA under the Warrant shall constitute payment in full of all unpaid principal and accrued and unpaid interest under the MICA Promissory Note. GE Medical agrees that, as soon as practicable after such receipt, it shall cancel the Promissory Note held thereby and return such Promissory Note to MICA. 2. Amendment of Existing Credit Documentation. (a)(i) Credit Agreement Amendment. GE Medical and MICA agree that the Credit Agreement is, effective as of the date hereof, hereby amended by deleting from Section 1.36 thereof the phrase "under or in connection with the Note" and substituting therefor the phrase ", including, without limitation, all Liabilities of MICA or any Subsidiary to GE arising in connection with equipment leases and services provided by GE to MICA or any such Subsidiary,". (ii) Security Agreement Amendment. GE Medical and each of the MICA Obligors agree that the Security Agreement is, effective as of the date hereof, amended by deleting from Section 7(a) thereof the phrase "under the Promissory Note" and substituting therefor the phrase ", including, without limitation, all Obligations of MICA or any Subsidiary to GE arising in connection with equipment leases and services provided by GE to MICA or any such Subsidiary,". (b)(i) On and after the date hereof, each reference in either of the Credit Agreement or the Security Agreement to "this Agreement," "hereto" or "hereof," or words of like import, and each reference in the Security Agreement to the Credit Agreement and each reference in the Credit Agreement to the Security Agreement, shall mean and be a reference to the Credit Agreement or the Security Agreement, as the case may be, as amended hereby. (ii) Except as specifically amended hereby, the Credit Agreement and the Security Agreement shall remain in full force and effect and are hereby ratified and confirmed. 3. Additional Warrant. MICA hereby agrees that, no later than three business days after the date of this Agreement, MICA shall issue and deliver to GE Medical a Common Stock Purchase Warrant (the "Additional Warrant"), in the form attached hereto as Exhibit A, to purchase 60,000 fully paid and nonassessable Common Shares, at an exercise price of $8.50 per Common Share, which exercise price shall be adjusted as set forth in the Additional Warrant. The Additional Warrant shall be executed on behalf of MICA by the president or any executive officer of MICA under its corporate seal. 4. Representations and Warranties of MICA. (a) MICA hereby represents and warrants to GE Medical that each of MICA Medical Technology Services, Inc., MICA CAL XI Inc., MICA KAN I Inc., MICA KAN II Inc., MICA OK I Inc. and MICA TX I, Inc. (collectively, the "Dissolved MICA Subsidiaries") was a wholly-owned subsidiary of MICA as of the execution and delivery thereby of the Security Agreement as of May 27, 1993. (b) MICA hereby represents and warrants to GE Medical that (i) each of the Dissolved MICA Subsidiaries has been dissolved in accordance with the laws of the State of Delaware or the State of California, as the case may be, (ii) none of the Dissolved Subsidiaries is currently in existence and (iii) at the time of the dissolution of each of the Dissolved MICA Subsidiaries, such Dissolved MICA Subsidiary transferred all of its right, title and interest in the Collateral (as such term is defined in the Security Agreement) held thereby to MICA or one of the other MICA Subsidiaries. 5. Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first written above. GENERAL ELECTRIC COMPANY, acting through GE Medical Systems By:_________________________ Title: MEDICAL IMAGING CENTERS OF AMERICA, INC. By:________________________ Title: MICA IMAGING, INC. By:__________________________ Title: MICA CAL I INC. By:__________________________ Title: MICA CAL II INC. By:__________________________ Title: MICA CAL III INC. By:__________________________ Title: MICA CAL IV INC. By:__________________________ Title: MICA CAL VII INC. By:__________________________ Title: MICA CAL X, INC. By:__________________________ Title: MICA FLO I INC. By:__________________________ Title: MICA OR I INC. By:__________________________ Title: MICA PACIFIC, INC. By:__________________________ Title: AFFILIATED IMAGING NETWORK, INC. By:__________________________ Title: EX-4 5 THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES FOR WHICH IT CAN BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR STATE LAW, THE RULES AND REGULATIONS THEREUNDER OR THE TRANSFER RESTRICTIONS OF THIS WARRANT. MEDICAL IMAGING CENTERS OF AMERICA, INC. COMMON STOCK PURCHASE WARRANT 60,000 Shares, Subject to Adjustment January 16, 1996 THIS IS TO CERTIFY THAT GENERAL ELECTRIC COMPANY, a New York corporation acting through GE Medical Systems, or registered assigns, is entitled, at any time on and after the Exercise Date (as such term is hereinafter defined) and on or prior to the Expiration Date (as such term is hereinafter defined), to purchase from MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation (the "Company"), 60,000 shares of Common Stock (as such term is hereinafter defined), subject to adjustment as provided herein, of the Company at a purchase price of $8.50 per share of Common Stock (subject to adjustment as provided herein), all on the terms and conditions and pursuant to the provisions hereinafter set forth. 1. DEFINITIONS As used in this Warrant, the following terms have the respective meanings set forth below. "Additional Shares of Common Stock" shall mean all shares of Common Stock issued by the Company following the date of this Warrant. "Appraised Value" shall mean, in respect of any share of Common Stock on any date herein specified, the fair market value of such share of Common Stock (determined without giving effect to the discount for (i) a minority interest or (ii) any lack of liquidity of the Common Stock or to the fact that the Company may have no class of equity registered under the Exchange Act) as of the last day of the most recent fiscal month to end within 60 days prior to such date specified, based on the value of the Company as a whole, as determined by a member or members of the NASD selected in accordance with the definition below of "Current Market Price" on the basis of a sale between a willing seller and buyer, neither acting under any compulsion, divided by the number of Fully Diluted Outstanding shares of Common Stock. "Book Value" shall mean, in respect of any share of Common Stock on any date herein specified, the consolidated book value of the Company applicable to Common Stock as of the last day of any month immediately preceding such date, divided by the number of Fully Diluted Outstanding shares of Common Stock as determined in accordance with GAAP by a firm of independent certified public accountants of recognized national standing selected by the Company and reasonably acceptable to the Holder. "Business Day" shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the States of New York or California. "Commission" shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. "Common Stock" shall mean (except where the context otherwise indicates) the Common Stock of the Company, and any capital stock into which such Common Stock may thereafter be changed, and shall also include capital stock of the Company of any other class (regardless of how denominated) issued to the holders of shares of Common Stock upon any reclassification thereof which is not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption. "Convertible Securities" shall mean evidences of indebtedness, options, warrants or other rights to receive shares of stock or other securities which are convertible into or exchangeable, with or without payment of additional consideration in cash or property, for Common Stock, either immediately or upon the occurrence of a specified date or a specified event. "Current Market Price" shall mean, in respect of any share of Common Stock on any date herein specified, the highest of (a) the Book Value per share of Common Stock at such date, and (b) the Appraised Value per share of Common Stock as at such date, or if there shall then be a public market for the Common Stock, the highest of (x) the Book Value per share of Common Stock at such date, and (y) the average of the daily market prices for 30 consecutive Business Days commencing 45 days before such date. The daily market price for each such day shall be (i) if the Common Stock is listed or admitted to trading on a stock exchange in the United States (including Nasdaq), the last sale price on such day on the principal stock exchange on which such Common Stock is then listed or admitted to trading, or (ii) if no sale takes place on such day on any such exchange, the average of the last reported closing bid and asked prices on such day as officially quoted on any such exchange. "Current Warrant Price" shall mean, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. "Exercise Date" shall mean the date hereof. "Exercise Period" shall mean the period during which this Warrant is exercisable pursuant to Section 2.1. "Expiration Date" shall mean December 31, 1998. "Fully Diluted Outstanding" shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant and all other options, warrants, Convertible Securities or other rights to purchase or receive Common Stock outstanding on such date. "GAAP" shall mean generally accepted accounting principles in the United States of America as from time to time in effect. "GE Medical" shall mean General Electric Company, a New York corporation acting through GE Medical Systems. "Holder" shall mean the Person or Persons in whose name the Warrant set forth herein is registered on the books of the Company maintained for such purpose. In the event more than one Person is so registered, "Holder" for purposes of consent, demand or other action allowed or required to be taken hereunder by the Holders of this Warrant, the word "Holder" shall refer to a simple majority in interest of such Persons. "NASD" shall mean the National Association of Securities Dealers, Inc., or any successor corporation thereto. "Outstanding" shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all issued shares of Common Stock, except shares then owned or held exclusively by or for the account solely of the Company or any wholly-owned subsidiary thereof (collectively, "Subsidiary-Held Shares"), and shall include all shares issuable in respect of any certificates representing fractional interests in shares of Common Stock. Subsidiary-Held Shares shall remain Subsidiary-Held Shares even if held in pledge as security unless and until such shares are foreclosed upon and record, beneficial or equitable ownership transferred. "Person" shall mean any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof). "Preferred Stock" shall mean any class of the Company's stock having rights, preferences or privileges senior or prior in right to any other class. "Restricted Common Stock" shall mean shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a). "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Subsidiary" shall mean, with respect to any Person, any corporation of which an aggregate of more than 50 percent of the outstanding stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person and/or one or more Subsidiaries of such Person. "Subsidiary-Held Shares" shall have the meaning set forth above in the definition of "Outstanding." "Transfer" shall mean any disposition of any Warrant or Warrant Stock or of any interest in either thereof, which would constitute a sale thereof within the meaning of the Securities Act. "Transfer Notice" shall have the meaning set forth in Section 9.2. "Warrants" shall mean this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, this Warrant. All Warrants shall at all times be identical as to terms and conditions and date, except as to the percentage of Fully Diluted Outstanding Shares of Common Stock for which they may be exercised. Collectively, all unexercised Warrants shall be exercisable for the exact same number of shares as this Warrant would be exercisable in the event any such Transfer or division had not occurred. Exercise of any warrant shall not trigger any of the adjustments contemplated by Section 4 of this Warrant. "Warrant Price" shall mean an amount equal to (i) the number of shares of Common Stock being purchased upon exercise of this Warrant pursuant to Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such exercise. "Warrant Stock" shall mean the shares of Common Stock purchased by the holders of the Warrants upon the exercise thereof. 2. EXERCISE OF WARRANT 2.1 Manner of Exercise. From and after the Exercise Date and until 5:00 p.m., California time, on the Expiration Date, the Holder may exercise the Warrant on Business Days, for all or any portion of 60,000 shares (subject to adjustment as provided hereunder) of Common Stock then purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 9444 Farnham Street, Suite 100, San Diego, California 92123 or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in the manner specified below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Outstanding shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the payment as set forth below, and this Warrant are received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid or agreed to be paid when finally determined. Payment of the Warrant Price shall be made at the option of the Holder by certified or official bank check, or by cancellation of indebtedness, if any, owed by the Company to such Holder. 2.2 Payment of Taxes. All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof, unless such tax or charge is imposed by law upon Holder, in which case such taxes or charges shall be paid by Holder. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate for shares of Common Stock issuable upon exercise of this Warrant in any name other than that of Holder, and in such case the Company shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the satisfaction of the Company that no such tax or other charge is due. 2.3 Fractional Shares. The Company shall not issue a fractional share of Common Stock upon exercise of this Warrant. A fractional share otherwise issuable shall be rounded up to the nearest whole share. 2.4 Continued Validity. A holder of shares of Common Stock issued upon the exercise of this Warrant (other than a holder who acquires such shares after the same have been publicly sold pursuant to a Registration Statement under the Securities Act or sold pursuant to Rule 144 thereunder), shall continue to be entitled with respect to such shares to all rights to which it would have been entitled as Holder under Sections 9, 10, 13, and 16 of this Warrant. The Company shall, at the time of each exercise of this Warrant upon the request of the holder of the shares of Common Stock issued upon such exercise hereof, acknowledge in writing, in form reasonably satisfactory to such holder, its continuing obligation to afford to such holder all such rights; provided, however, that if such holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such holder all such rights. 3. TRANSFER, DIVISION AND COMBINATION 3.1 Transfer. This Warrant shall be nontransferable other than to a division, subsidiary or affiliate of GE Medical except by merger of the Holder with another entity or otherwise as contemplated in Section 9 hereof or by operation of law. Subject to compliance with Section 9, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a written assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall, subject to Section 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance with Section 9, may be exercised by a new Holder for the purchase of shares of Common Stock without having a new Warrant issued. If requested by the Company, a new Holder shall acknowledge in writing, in form reasonably satisfactory to the Company, such Holder's continuing obligations under Section 9 of this Warrant. 3.2 Division and Combination. Subject to Section 9, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 3.1 and with Section 9, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 3.3 Expenses. The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 3. 3.4 Maintenance of Books. The Company shall maintain, at its aforesaid office or agency, books for the registration, and the registration of transfer, of this Warrant. 4. ADJUSTMENTS The number of shares of Common Stock for which this Warrant is exercisable, or the price at which such shares may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Company shall give each Holder notice of any event described below which requires an adjustment pursuant to this Section 4 at the time of such event. 4.1 Stock Dividends, Subdivisions, Combinations and Reclassifications. If at any time the Company shall with respect to its Common Stock or Convertible Securities: (a) pay a dividend or make distribution of Additional Shares of Common Stock or Convertible Securities other than convertible indebtedness or convertible Preferred Stock (in which event such Additional Shares of Common Stock issuable upon exchange or conversion shall be deemed distributed), (b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (d) reclassify its Common Stock (other than a change in par value, or from par value to no par value) into shares of Common Stock and shares of any other class of stock; and, if the Outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the Outstanding shares of Common Stock within the meaning of this Section 4.1., then (i) the number of shares of Common Stock for which this Warrant is exercisable after the occurrence of any such event shall be equal to (A) the maximum number of shares of Common Stock underlying this Warrant prior to the occurrence of any such event, multiplied by (B) the number of Fully Diluted Outstanding shares of Common Stock after any such event, divided by the number of Fully Diluted Outstanding shares of Common Stock prior to any such event, and (ii) the Current Warrant Price shall be adjusted to equal the Current Warrant Price multiplied (A) by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. Any increased number of shares of Common Stock subject to this Warrant resulting from application of the foregoing shall be allocated ratably among all shares of Common Stock subject to this Warrant prior to each such event and the shares (including the newly allocated shares) not subject to clause (i) of Section 2.1 shall remain subject to the conditions precedent to exercise described in clause (ii) of Section 2.1. 4.2 Other Provisions Applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable provided for in this Section 4: (a) When Adjustments to Be Made. The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. (b) When Adjustment Not Required. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. 5. NOTICES TO WARRANT HOLDERS 5.1 Notice of Adjustments. Whenever the number of shares of Common Stock for which this Warrant is exercisable, or whenever the price at which a share of such Common Stock may be purchased upon exercise of this Warrant, shall be adjusted pursuant to Section 4, the Company shall forthwith prepare a certificate to be executed by the chief financial officer of the Company setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated, specifying the number of shares of Common Stock for which this Warrant is exercisable, and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Company shall promptly cause a signed copy of such certificate to be delivered to each Holder in accordance with Section 16.2. The Company shall keep at its office or agency designated pursuant to Section 12 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by any Holder or any prospective purchaser of a Warrant designated by a Holder thereof. 5.2 Notice of Certain Corporate Action. The Holder shall be entitled to the same rights to receive notice of corporate action as any holder of Common Stock. 6. NO IMPAIRMENT The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value, if any, of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder. 7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY From and after the date hereof, the Company shall at all times reserve and keep available for issuance upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be reasonably necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be reasonably necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered or qualified; provided that the provisions of Section 9 shall govern with respect to Company's obligation to effect the registration of its securities under the Securities Act. 8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant. 9. RESTRICTIONS ON TRANSFERABILITY This Warrant shall not be transferable except to a division, subsidiary or affiliate of GE Medical or by merger of the Holder with another entity or otherwise by operation of law. Furthermore, this Warrant and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act and state law, with respect to the Transfer of this Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9. Furthermore, Holder, by acceptance of this Warrant and by acceptance and delivery of the Subscription Form in the form of Exhibit A hereto, represents and warrants to the Company for its reliance in connection with issuing this Warrant and the Warrant Stock, respectively, that (i) Holder is acquiring the Warrant, and if applicable, the Warrant Stock for Holder's own account for investment and not for sale or other disposition thereof; (ii) Holder understands that such securities are not registered under the Securities Act and must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available; (iii) Holder, by reason of its business and financial experience has the capacity to protect its own interests in connection with purchase and transfer of such securities and is able to bear the economic risk thereof; and (iv) the Company has made available to Holder all documents and information regarding an investment in such securities requested by or on behalf of Holder, including but not limited to all publicly available information on file with the Commission. 9.1 Restrictive Legend. (a) Except as otherwise provided in this Section 9, each certificate for Warrant Stock initially issued upon the exercise of this Warrant, and each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and are subject to the conditions specified in a certain Common Stock Purchase Warrant dated as of January 16, 1996, originally issued by Medical Imaging Centers of America, Inc. No transfer of the shares represented by this certificate shall be valid or effective until such conditions and any requirements of state law have been fulfilled. A copy of the form of such Warrant is on file with the Secretary of Medical Imaging Centers of America, Inc. The holder of this certificate, by acceptance of this certificate, agrees to be bound by the provisions of such Warrant. (b) Except as otherwise provided in this Section 9, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: This Warrant and its underlying securities have not been registered under the Securities Act of 1933, as amended, and may not be transferred in violation of such Act or state law, the rules and regulations thereunder or the provisions of this Warrant. 9.2 Notice of Proposed Transfers. (a) Prior to any Transfer or attempted Transfer of any Warrants or any shares of Warrant Stock, the holder of such Warrants or Warrant Stock shall give 10 days prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and shall obtain and deliver to the Company an opinion in form and substance reasonably satisfactory to the Company (addressed to the Company and upon which the Company may rely) from counsel to such holder who shall be reasonably satisfactory to the Company, that the proposed Transfer of such Warrants or such Warrant Stock may be effected without registration under the Securities Act and any applicable state securities laws. After receipt of the Transfer Notice and opinion, the Company shall, within five days thereof, so notify the holder of such Warrants or Warrant Stock and such holder shall thereupon be entitled to Transfer such Warrants or such Warrant Stock, in accordance with the terms of the Transfer Notice. Each certificate, if any, evidencing such shares of Warrant Stock issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(a), and each Warrant issued upon such Transfer shall bear the restrictive legend set forth in Section 9.1(b), unless in the opinion of such counsel such legend is not required in order to ensure compliance with the Securities Act and any applicable state securities laws. The holder of the Warrants or the Warrant Stock, as the case may be, giving the Transfer Notice shall not be entitled to transfer and shall not transfer such Warrants or such Warrant Stock until (i) the Company receives a written statement of investment intent and sophistication from the proposed transferee of such Warrants or Warrant Stock in substance substantially similar to the final sentence of the first paragraph of Section 9 and (ii) such holder receives notice from the Company under this Section 9.2. (b) The Holders of Warrants and Warrant Stock shall have the right to request registration of such Warrant Stock pursuant to Sections 9.3 and 9.4. 9.3 Required Registration. The rights ("Required Registration") of holders of Warrants or Warrant Stock under this Section 9.3 shall expire on the Expiration Date. After receipt of a written request from holders of Warrants or Warrant Stock representing at least an aggregate of 50 percent of the total of (i) all shares of Warrant Stock then subject to issuance upon exercise of all Warrants or (ii) all shares of Warrant Stock then Outstanding having an aggregate Current Market Price in excess of $400,000, requesting that the Company effect the registration of Warrant Stock issuable upon the exercise of such holder's Warrants or of any of such holder's Warrant Stock under the Securities Act and specifying the intended method or methods of disposition thereof, the Company shall promptly notify all holders of Warrants and Warrant Stock in writing of the receipt of such request and each such holder, in lieu of exercising its rights under Section 9.4, may elect (by written notice specifying the intended method or methods of disposition of Warrant Stock sent to the Company within 10 Business Days from the date of such holder's receipt of the aforementioned Company's notice) to have such holder's shares of Warrant Stock included in such registration thereof pursuant to this Section 9.3. Thereupon the Company shall, as expeditiously as is possible, use its best efforts to effect the registration under the Securities Act of all shares of Warrant Stock which the Company has been so requested to register by such holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Warrant Stock so registered; provided, however, that the Company shall not be required to effect more than one registration of any Warrant Stock pursuant to this Section 9.3. No holder of any other warrant, Convertible Securities or other right to purchase shares of Common Stock shall receive or be entitled to receive registration rights that are more favorable than the registration rights available to the Holder pursuant to the terms of this Section 9. (a) Suspension of Registration. If the Company has been requested to effect a Required Registration, whether or not a Registration Statement with respect thereto has been filed or has become effective, and furnishes to the Holder requesting such registration a copy of a resolution of the Board of Directors of the Company certified by the Secretary of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such Registration Statement (i) to be filed on or before the date such filing would otherwise be required hereunder, (ii) to become effective or (iii) to remain effective as long as such Registration Statement would otherwise be required to remain effective, the Company shall have the right to defer such filing or effectiveness or to suspend such effectiveness for a period of not more than 120 days; provided, however, that during such time the Company may not file a Registration Statement for securities to be issued and sold for its own account or that of anyone other than the Holder or Holders requesting such Required Registration; and provided, further, that if effectiveness of a Registration Statement is suspended pursuant to this provision, the period of such suspension shall be added to the end of the period that such Registration Statement would otherwise be required to be effective hereunder so that the aggregate number of days that such Registration Statement is required to remain effective hereunder shall remain unchanged. (b) Hold-Back Agreements. (i) Restrictions on Public Sale By Holder of Registrable Securities. Each Holder whose registrable securities are covered by a Registration Statement filed pursuant to this Warrant agrees, if requested by the managing underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that the foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering any such agreement. (ii) Restrictions on Sale of Equity Securities by the Company and Others. The Company agrees (1) not to effect any public or private offer, sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act during the 10-day period prior to, and during the 90-day period beginning with, the effectiveness of a Registration Statement filed under this Warrant to the extent timely notified in writing by a holder of registrable securities or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms or the issuance of Common Stock pursuant to warrants or employee stock options outstanding on the date hereof) and (2) to use its best efforts to cause each holder of its privately placed equity securities purchased from the Company at any time on or after the date of this Agreement to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act (except as part of such registration, if permitted). 9.4 Incidental Registration. (a) The rights of holders of Warrants or Warrant Stock under this Section 9.4 shall expire on the Expiration Date. If the Company at any time proposes to file on its behalf or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement required under section 9.3 or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan or to existing holders of the Company's debt or equity securities in any exchange or rights offering) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice to all holders of Warrants or Warrant Stock at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf or on behalf of the demanding security holders at any time prior to the effective date of the registration relating thereto. (b) Each holder of any such Warrants or any such Warrant Stock desiring to have Warrant Stock registered under this Section 9.4 shall advise the Company in writing within 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Warrant Stock for which registration is so requested and shall use its best efforts to effect registration under the Securities Act of such shares; provided, however, that if the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the shares of Common Stock into which the Warrants are exercisable and the Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all demanding security holders (other than any selling security holder who requested such registration and the Company (unless such Registration Statement was filed at the request of a demanding security holder)) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 9.6 hereof, all expenses of such registration shall be borne by the Company. 9.5 Registration Procedures. If the Company is required by the provisions of this Section 9 to use its best efforts to effect the registration of any of its securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the Commission a Registration Statement with respect to such securities and use its best efforts to cause such Registration Statement to become and remain effective for a period of time required for the disposition of such securities by the holders thereof; (b) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until the earlier of such time as all of such securities have been disposed of in a public offering or the expiration of 180 days; (c) furnish to any selling security holders such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as such selling security holders may reasonably request; (d) use its best efforts to register or qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as each Holder of such securities shall reasonably request in light of such Holder's intended plan of distribution (provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service of process or subject itself to taxation in any such jurisdiction), and do such other reasonable acts and things as may be required of it to enable such holder to consummate the disposition in such jurisdiction of the securities covered by such Registration Statement; (e) if requested by a majority (in amount of underlying and outstanding shares ) of the Holders of Warrants or Warrant Stock being included in such registration, use its best efforts to obtain from either a nationally recognized underwriter or investment banker or an underwriter or investment banker reasonably acceptable to such Holders a firm commitment (pursuant to an underwriting agreement in customary form) to underwrite the public offering of the securities covered by such Registration Statement; (f) furnish, at the request of any holder requesting registration of Warrant Stock pursuant to Section 9.3, on the date that such shares of Warrant Stock are delivered to the underwriters for sale pursuant to such registration or, if such Warrant Stock is not being sold through underwriters, on the date that the Registration Statement with respect to such shares of Warrant Stock becomes effective (1) a copy of an opinion, dated such date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the holders making such request, stating that such Registration Statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the Registration Statement, the related prospectus and each amendment or supplement thereto comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and data contained therein), (iii) the descriptions in the Registration Statement or the prospectus, or any amendment or supplement thereto, of all legal matters and contracts and other legal documents or instruments are accurate and fairly present the information required to be shown and (iv) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the Registration Statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to be described in the Registration Statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the Registration Statement which are not described and filed or incorporated by reference as required, and such counsel shall also confirm that nothing has come to his attention to lead him to believe that either the Registration Statement or the prospectus, or any amendment or supplement thereto (other than financial material and data as to which such counsel need make no statement), contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which made, not misleading and (2) a letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the holder making such request and, if such accountants refuse to deliver such letter to such holder, then to the Company stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act. Such opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as the holders holding a majority of the Warrant Stock so registered may reasonably request. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five Business Days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the holders holding a majority of the Warrant Stock being so registered may reasonably request; (g) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the securities covered by the Registration Statement; (h) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the Registration Statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and (i) notify each selling Holder of such registrable securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by the Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly make available to each selling Holder any such supplement or amendment. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section 9 in respect of the securities which are to be registered at the request of any holder of Warrants or Warrant Stock that such holder shall furnish to the Company such information regarding the securities held by such holder and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action taken by the Company. Each selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 9.5(i) hereof, such selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 9.5(i) hereof, and, if so directed by the Company such selling Holder will deliver to the Company all copies, other than permanent file copies then in such selling Holder's possession, of the most recent prospectus covering the securities covered by Registration Statement at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to Section 9.5(i) hereof to the date when the Company shall make available to the selling Holders of the securities covered by such Registration Statement a prospectus supplemented or amended to conform with the requirements of Section 9.5(i) hereof. 9.6 Expenses; Limitations on Registration. All expenses incurred in complying with Section 9, including, without limitation, all registration and filing fees (including all expenses incident to filing with the NASD, printing expenses, fees and disbursements of counsel for the Company, the reasonable fees and expenses of one counsel for the selling security holders (selected by those holding a majority of the shares being registered), expenses of any special audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions pursuant to Section 9.5(d)), shall be paid by the Company, except that the Company shall not be liable for any fees, discounts or commissions to any underwriter or any fees or disbursements of counsel for any underwriter in respect of the securities sold by such holder of Warrant Stock. 9.7 Indemnification. (a) In the event of any registration of any of the Warrant Stock under the Securities Act pursuant to this Section 9, the Company shall indemnify and hold harmless the holder of such Warrant Stock, such holder's directors and officers and each other Person (including each underwriter) who participated in the offering of such Warrant Stock and each other Person, if any, who controls such holder or such participating Person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or participating Person or controlling Person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein or any amendment or supplement thereto or (ii) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holder or such director, officer or participating Person or controlling Person for any legal or any other expenses reasonably incurred by such holder or such director, officer or participating Person or controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any alleged untrue statement or alleged omission made in such Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or such director, officer or participating Person or controlling Person and shall survive the transfer of such securities by such holder. (b) (i) Each holder of any Warrant Stock, by acceptance thereof, agrees to indemnify and hold harmless the Company, its directors and officers and each other Person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or any such Person may become subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon information in writing provided to the Company by such Holder of such Warrant Stock, which information is contained, on the effective date thereof, in any Registration Statement under which securities were registered under the Securities Act at the request of such holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; provided, however, that such Holder's obligation under this Section 9.7(b) to indemnify and hold harmless the Company shall in no event exceed the damage attributable solely to the inclusion of such written information in such Registration Statement, preliminary prospectus, final prospectus, or amendment or supplement suffered by the Person or Persons whose claims gave rise to such losses, claims, damages or liabilities. (ii) The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information furnished in writing by persons specifically for inclusion in any prospectus or Registration Statement. (c) (i) If the indemnification provided for in this Section 9 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 9 as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9.7(c) were determined by pro rata allocation or by any other method of allocation which does not take account the equitable considerations referred to in paragraph (i) of this Section 9.7(c). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 9.8 Termination of Restrictions. Notwithstanding the provisions of this Section 9, the restrictions imposed by this Section 9 upon the transferability after the Exercise Date of the Warrants and the Warrant Stock and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock (i) when and so long as such security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such legend is not required in order to ensure compliance with the Securities Act. Whenever after the Exercise Date the restrictions imposed by Section 9 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon: "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON , , AND ARE OF NO FURTHER FORCE AND EFFECT." All Warrants thereafter issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any share of Warrant Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Warrant Stock not bearing the restrictive legend set forth in Section 9.1(a). 9.9 Listing on Securities Exchange. If and so long as the Company shall list any shares of Common Stock on any securities exchange (including Nasdaq), it will, at its expense, list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible under the applicable securities exchange rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock shall be so listed during any such Exercise Period. 9.10 Certain Limitations on Registration Rights. Notwithstanding the other provisions of Section 9: (i) the Company shall not be obligated to register the Warrant Stock of any Holder if (x) in the opinion of counsel to the Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder's Warrant Stock, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Warrant Stock under the Securities Act, and (y) the failure of the Company to register such Warrant Stock will not result in a reduction in the net proceeds to be received by such Holder in connection with such sale or other disposition; and (ii) the Company shall not be obligated to register the Warrant Stock of any Holder pursuant to Section 9.3, if the Company has had a registration statement, under which such Holder had a right to have its Warrant Stock included pursuant to Sections 9.3 or 9.4, declared effective within one year prior to the date of the request pursuant to Section 9.3; provided, however, that if any Holder elected to have shares of its Warrant Stock included under such registration statement but some or all of such shares were excluded pursuant to the provisions of Section 9.3 or Section 9.4, then such one-year period shall be reduced to six months. 9.11 Selection of Managing Underwriters. The managing underwriter or underwriters for any offering of Warrant Stock to be registered pursuant to Section 9.3 shall be selected by the Company and shall be reasonably acceptable to the Holders of a majority of the shares being so registered (other than any shares being registered pursuant to Section 9.4). 10. SUPPLYING INFORMATION The Company shall cooperate with each Holder of a Warrant and each holder of Warrant Stock in supplying such information as may be reasonably necessary for such Holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Warrant or Restricted Common Stock. 11. LOSS OR MUTILATION Upon receipt by the Company from any Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of this Warrant and indemnity reasonably satisfactory to it (it being understood that the written agreement of GE Medical shall be sufficient indemnity) and in case of mutilation upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant of like tenor to such Holder; provided, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation. 12. OFFICE OF THE COMPANY As long as any of the Warrants remain outstanding, the Company shall maintain an office or agency (which shall initially be the principal executive offices of the Company) where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this Warrant. The Company shall notify Holder in writing prior to any change of the address of the office at which the Warrants may be presented. 13. FINANCIAL AND BUSINESS INFORMATION 13.1 Information. Except during any period when the Company is a Public Company (as hereinafter defined), it will deliver to each Holder, as soon as practicable after the end of each month, and in any event within 30 days thereafter, and after the end of each quarter and in any event within 45 days thereafter, one copy of an unaudited consolidated balance sheet, statement of income and statement of cash flow of the Company and its Subsidiaries for such period setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal years. Such financial statements shall be prepared by the Company in accordance with GAAP and shall be accompanied by the certification of the Company's chief executive officer or chief financial officer that such financial statements are complete and correct and present fairly the consolidated financial position, results of operations and cash flow of the Company and its Subsidiaries as at the end of such period and for such year-to-date period, as the case may be. For purposes of this Section 13, the term "Public Company" shall mean a company (i) that is subject to the reporting requirements of Section 15(d) of the Exchange Act, or (ii) any of whose securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act. 13.2 Annual Information. Except during any period when the Company is a Public Company, it will deliver to each Holder as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, one copy of: (i) an audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (ii) audited consolidated statements of income and retained earnings and cash flow of the Company and its Subsidiaries for such year; setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year; all prepared in accordance with GAAP, and which audited financial statements shall be accompanied by (i) an opinion thereon of the independent certified public accountants regularly retained by the Company, or any other firm of independent certified public accountants of recognized national standing selected by the Company and (ii) a report of such independent certified public accountants confirming, or describing the agreed upon procedures applied to the Company's schedules computing, any adjustment, made pursuant to Section 4 during such year. Such report shall include a description of any errors determined by the accountants in the Company's schedules. 13.3 Filings. The Company will file on or before the required date all required regular or periodic reports (pursuant to the Exchange Act) with the Commission and will deliver to Holder promptly upon their becoming available one copy of each report, notice or proxy statement sent by the Company to its stockholders generally, and of each regular or periodic report (pursuant to the Exchange Act) and any Registration Statement, prospectus or written communication (other than transmittal letters) pursuant to the Securities Act, filed by the Company with (i) the Commission or (ii) any securities exchange on which shares of Common Stock are listed (provided, however, that the Company may request filing extensions pursuant to Rule 12b-25 under the Securities and Exchange Act of 1934, as amended). 14. APPRAISAL The determination of the Appraised Value per share of Common Stock shall be made by an investment banking firm of nationally recognized standing selected by the Company and acceptable to the Holder. If the investment banking firm selected by the Company is not acceptable to the Holder and the Company and the Holder cannot agree on a mutually acceptable investment banking firm, then the Holder and the Company shall each choose one such investment banking firm and the respective chosen firms shall agree on another investment banking firm which shall make the determination. The Company shall retain, at its sole cost, such investment banking firm as may be necessary for the determination of Appraised Value required by the terms of this Warrant. 15. LIMITATION OF LIABILITY No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of such Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 16. MISCELLANEOUS 16.1 Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Company shall operate as a waiver of such right or otherwise prejudice the Company's rights, powers or remedies. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies. If the Company fails to make, when due, any payments provided for hereunder, or fails to comply with any other provision of this Warrant, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 16.2 Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Warrant shall be sufficiently given or made if in writing and either delivered (i) in person with receipt acknowledged, (ii) by facsimile transmission, with receipt electronically confirmed during normal business hours of recipient, and that is confirmed by sending, no later than one (1) Business Day following such transmission, a copy of such facsimile, by registered or certified mail, return receipt requested, postage prepaid, or (iii) by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) If to any Holder or holder of Warrant Stock, at its last known address or facsimile transmission number appearing on the books of the Company maintained for such purpose. (b) If to the Company at Medical Imaging Centers of America, Inc. 9444 Farnham Street, Suite 100 San Diego, California 92123 (619) 560-0046 or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval declaration, delivery or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged or sent by facsimile with receipt electronically confirmed during normal business hours of recipient, or three Business Days after the same shall have been deposited in the United States mail. Failure or delay in delivering copies of any notice, demand, request, approval, declaration, delivery or other communication to the person designated above to receive a copy shall in no way adversely affect the effectiveness of such notice, demand, request, approval, declaration, delivery or other communication. 16.3 Indemnification. In addition to the indemnities provided in Section 9.7 (as to the subject matter of which the indemnifications, including limitations, therein, shall control), the Company agrees to indemnify and hold harmless the Holder, its officers, directors, employees, agents and attorneys from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against Holder relating to or arising out of (i) Holder's exercise of this Warrant or ownership of any shares of Warrant Stock issued in connection therewith or (ii) any litigation to which the Holder is made a party in its capacity as a stockholder or warrant holder of the Company; provided, however, that the Company will not be liable hereunder to the extent that any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are found in a final nonappealable judgment by a court to have resulted from either (i) the Holder's gross negligence or willful misconduct or (ii) actions or omissions taken or not taken by the Holder in any capacity other than as a stockholder or warrant holder of the Company. 16.4 Remedies. Each holder of Warrant and Warrant Stock, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under Section 9 of this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of Section 9 of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 16.5 Successors and Assigns. Subject to the provisions of Sections 3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. 16.6 Amendment. This Warrant and all other Warrants may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder, provided that no such Warrant may be modified or amended to reduce the number of shares of Common Stock for which such Warrant is exercisable or to increase the price at which such shares may be purchased upon exercise of such Warrant (before giving effect to any adjustment as provided therein) without the prior written consent of the Holder thereof. 16.7 Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant. 16.8 Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 16.9 Governing Law; Service of Process. In all respects, including all matters of construction, validity and performance, this Agreement and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the state of the Company's incorporation applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws, and any applicable laws of the United States of America. Service of process on the Company or Holder in any action arising out of or relating to this Agreement shall be effective if mailed to such party in accordance with the procedures and requirements set forth in Section 16.2. 16.10 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE COMPANY AND HOLDER HEREOF WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE COMPANY AND HOLDER HEREOF DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY AND HOLDER HEREOF WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION. IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon and attested by its Secretary or an Assistant Secretary. MEDICAL IMAGING CENTERS OF AMERICA, INC. By: Title: Attest: Title: EXHIBIT A SUBSCRIPTION FORM [To be executed only upon exercise of Warrant) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of shares of Common Stock of Medical Imaging Centers of America, Inc. and herewith makes payment therefor, all at the price and on the terms and conditions specified in such Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to __________________________ whose address is and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in such Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned. Name of Registered Owner) (Signature of Registered Owner) (Street Address) (City) (State) (Zip Code) NOTICE: The signature on this subscription must correspond with the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of the attached Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under such Warrant, with respect to the number of shares of Common Stock set forth below: Name and Address of Assignee No. of Shares of Common Stock and does hereby irrevocably constitute and appoint attorney-in-fact to register such transfer on the books of Medical Imaging Centers of America, Inc. maintained for the purpose, with full power of substitution in the premises. Dated: Print Name: Signature: Witness: NOTICE: The signature on this assignment must correspond with the name as written upon the face of the attached Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT A MEDICAL IMAGING CENTERS OF AMERICA, INC. COMMON STOCK PURCHASE WARRANT January 16, 1996 TABLE OF CONTENTS Page 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. EXERCISE OF WARRANT . . . . . . . . . . . . . . . . . . . . . . . . 5 2.1 Manner of Exercise . . . . . . . . . . . . . . . . . . . . . . 5 2.2 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . 5 2.3 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . 6 2.4 Continued Validity . . . . . . . . . . . . . . . . . . . . . . 6 3. TRANSFER, DIVISION AND COMBINATION . . . . . . . . . . . . . . . . . 6 3.1 Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Division and Combination . . . . . . . . . . . . . . . . . . . 7 3.3 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.4 Maintenance of Books . . . . . . . . . . . . . . . . . . . . . 7 4. ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4.1 Stock Dividends, Subdivisions, Combinations and Reclassifications . . . . . . . . . . . . . . . . . . . . . . . 7 4.2 Other Provisions Applicable to Adjustments under this Section . 8 (a) When Adjustments to Be Made . . . . . . . . . . . . . . . 8 (b) When Adjustment Not Required . . . . . . . . . . . . . . . 8 5. NOTICES TO WARRANT HOLDERS . . . . . . . . . . . . . . . . . . . . . 9 5.1 Notice of Adjustments . . . . . . . . . . . . . . . . . . . . . 9 5.2 Notice of Certain Corporate Action . . . . . . . . . . . . . . 9 6. NO IMPAIRMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY . . . . . . . . . . . . . . . 10 8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS . . . . . . . . . 10 9. RESTRICTIONS ON TRANSFERABILITY . . . . . . . . . . . . . . . . . . 11 9.1 Restrictive Legend . . . . . . . . . . . . . . . . . . . . . . 11 9.2 Notice of Proposed Transfers . . . . . . . . . . . . . . . . . 12 9.3 Required Registration . . . . . . . . . . . . . . . . . . . . . 13 (a) Suspension of Registration . . . . . . . . . . . . . . . . 13 (b) Hold-Back Agreements . . . . . . . . . . . . . . . . . . . 14 (i) Restrictions on Public Sale By Holder of Registrable Securities . . . . . . . . . . . . . . . . . . . . . 14 (ii) Restrictions on Sale of Equity Securities by the Company and Others . . . . . . . . . . . . . . . . . 14 9.4 Incidental Registration . . . . . . . . . . . . . . . . . . . . 15 9.5 Registration Procedures . . . . . . . . . . . . . . . . . . . . 16 9.6 Expenses; Limitations on Registration . . . . . . . . . . . . . 20 9.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 20 9.8 Termination of Restrictions . . . . . . . . . . . . . . . . . . 22 9.9 Listing on Securities Exchange . . . . . . . . . . . . . . . . 23 9.10 Certain Limitations on Registration Rights . . . . . . . . . . 23 9.11 Selection of Managing Underwriters . . . . . . . . . . . . . . 24 10. SUPPLYING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 24 11. LOSS OR MUTILATION . . . . . . . . . . . . . . . . . . . . . . . . . 24 12. OFFICE OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . 24 13. FINANCIAL AND BUSINESS INFORMATION . . . . . . . . . . . . . . . . . 24 13.1 Information . . . . . . . . . . . . . . . . . . . . . . . . . . 24 13.2 Annual Information . . . . . . . . . . . . . . . . . . . . . . 25 13.3 Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 14. APPRAISAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 15. LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . 26 16. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 16.1 Nonwaiver and Expenses . . . . . . . . . . . . . . . . . . . . 26 16.2 Notice Generally . . . . . . . . . . . . . . . . . . . . . . . 26 16.3 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 27 16.4 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 16.5 Successors and Assigns . . . . . . . . . . . . . . . . . . . . 28 16.6 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 16.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . . 28 16.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 16.9 Governing Law; Service of Process . . . . . . . . . . . . . . . 28 16.10 MUTUAL WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . 29 EXHIBIT A - SUBSCRIPTION FORM EXHIBIT B - ASSIGNMENT FORM -----END PRIVACY-ENHANCED MESSAGE-----