S-4

As filed with the Securities and Exchange Commission on August 27, 2010

Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

RadNet, Inc.

(Exact Name of Registrant as Specified in its Charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware	8071	13-3326724
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1510 Cotner Avenue
Los Angeles, California 90025
(310) 478-7808

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark D. Stolper
Executive Vice President and Chief Financial Officer
Jeffrey L. Linden, Esq.
Executive Vice President and General Counsel
1510 Cotner Avenue
Los Angeles, California 90025
Tel: (310) 478-7808

(Name, Address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Linda G. Michaelson, Esq. Sheppard, Mullin, Richter & Hampton LLP 1901 Avenue of the Stars, Suite 1600 Los Angeles, California 90067 Tel: (310) 228-3700	Louis P.A. Lehot, Esq. Sheppard, Mullin, Richter & Hampton LLP 990 Marsh Road Menlo Park, California 94025 Tel: (650) 815-2600

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Maximum Offering Price Per Note		Maximum Aggregate Offering Price(1)		Amount of Registration Fee
10 3/8% Senior Notes due 2018	$	200,000,000		100 %	$	200,000,000	$	14,260
Guarantees(2) of 10 3/8% Senior Notes due 2018	$	200,000,000		100 %	$	200,000,000		(3)

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

(2) See inside facing page for additional registrant guarantors.

(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Additional Registrant (as Issuer of 10 3/8% Senior Notes due 2018)

Exact Name of Registrant Issuer, as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code of Additional Registrant’s Principal Executive Offices
Radnet Management, Inc.	California	95-4377348	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Additional Registrants (as Guarantors of 10 3/8% Senior Notes due 2018)

Exact Name of Registrant Guarantor, as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code of Registrant Guarantor’s Principal Executive Offices
Radnet Managed Imaging Services, Inc.	California	95-4557772	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Radnet Management I, Inc.	California	95-4819129	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Radnet Management II, Inc.	California	77-0573991	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Radnet Sub, Inc.	California	95-4498003	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
FRI II, Inc.	California	32-0220089	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
FRI, Inc.	California	51-0610479	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Pacific Imaging Partners, Inc.	California	94-2509195	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Rolling Oaks Imaging Corporation	California	95-4651287	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Rolling Oaks Radiology, Inc.	California	26-1790997	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
SoCal MR Site Management, Inc.	California	95-4803059	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Valley Imaging Partners, Inc.	California	94-1704799	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808

Exact Name of Registrant Guarantor, as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code of Registrant Guarantor’s Principal Executive Offices
Advanced Imaging Partners, Inc.	Delaware	52-2055550	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Community Imaging Partners, Inc.	Delaware	52-2076917	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Delaware Imaging Partners, Inc.	Delaware	38-3771454	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Diagnostic Imaging Services, Inc.	Delaware	33-0443404	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Ide Imaging Partners, Inc.	Delaware	16-1536314	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Mid Rockland Imaging Partners, Inc.	Delaware	13-3967044	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Radiologix, Inc.	Delaware	75-2648089	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Radiology and Nuclear Medicine Imaging Partners, Inc.	Delaware	74-2851827	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Treasure Coast Imaging Partners, Inc.	Delaware	65-0825197	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Questar Imaging, Inc.	Florida	59-3315849	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Questar Los Alamitos, Inc.	Florida	59-3578129	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Questar Victorville, Inc.	Florida	59-3578129	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
New Jersey Imaging Partners, Inc.	New Jersey	36-4654355	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Health Diagnostics of New Jersey, LLC	New Jersey	22-2262855	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808
Advanced Radiology, LLC	Maryland	52-1891450	1510 Cotner Ave. Los Angeles, CA 90025 (310) 478-7808

The information in this preliminary prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state where the offer, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 27, 2010

PRELIMINARY PROSPECTUS

Radnet Management, Inc.

Exchange Offer for 10 3/8% Senior Notes due 2018

We are offering to exchange up to $200,000,000 of our new 10 3/8% Senior Notes due 2018, which are wholly and unconditionally guaranteed by RadNet, Inc., the parent company of Radnet Management, Inc. and certain subsidiaries of Radnet Management, Inc. (the “exchange notes”), in an exchange registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of our outstanding 10 3/8% Senior Notes due 2018, which are wholly and unconditionally guaranteed by RadNet, Inc. and certain subsidiaries of Radnet Management, Inc. (the “outstanding notes”). We are offering to exchange the exchange notes for the outstanding notes to satisfy our obligations contained in the registration rights agreement that we entered into when the outstanding notes were sold pursuant to Rule 144A and Regulation S under the Securities Act on April 6, 2010.

The Exchange Offer

• We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

• You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.

• The exchange offer expires at 5:00 p.m., New York City time, on       , 2010 unless extended. We do not currently intend to extend the expiration date.

• The exchange of the outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

• We will not receive any proceeds from the exchange offer.

The Exchange Notes

• The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable.

Results of the Exchange Offer

• The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the notes on a national securities exchange or elsewhere.

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the related indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

 

See “Risk Factors” beginning on page 15 for a discussion of certain risks that you should consider before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 180 days after the date of this prospectus, we will make this prospectus available to any broker-dealer for use in connection with such resale. See “Plan of Distribution.”

If you are our affiliate or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, you cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply with the registration requirements of the Securities Act in connection with any resale transaction.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is       , 2010.

RadNet, Inc.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		15
Forward-Looking Statements		31
The Refinancing Transactions		32
Use of Proceeds		33
Capitalization		34
Selected Historical Consolidated Financial Data		35
Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Business		64
Management		86
Executive Compensation		90
Security Ownership of Certain Beneficial Owners and Management		100
Certain Relationships and Related Party Transactions		102
Description of Other Indebtedness		103
The Exchange Offer		105
Description of Notes		116
Material U.S. Federal Income Tax Consequences		155
Plan of Distribution		160
Legal Matters		161
Experts		161
Where You Can Find More Information		161
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any additional written communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or represent anything about us, our financial results or the exchange offer that is not contained in this prospectus or in any additional written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the outstanding notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or on behalf of us is accurate only as of the date on its cover page.

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PROSPECTUS SUMMARY

This summary highlights information about our business from this prospectus. This summary does not contain all of the information that you should consider before investing in the notes. You should read the entire prospectus, including the financial data and related notes, before making an investment decision. Unless the context otherwise requires, references in this prospectus to “we,” “our,” “us,” “the company” and “Radnet” refer to Radnet Management, Inc. and its parent company, RadNet, Inc. and its wholly owned subsidiaries and its predecessors. Additionally, unless the context otherwise requires, references to the “Issuer” in this prospectus refer to Radnet Management, Inc. However, in the “Prospectus Summary —  Summary of the Terms of the Exchange Offer,” “Prospectus Summary — The Exchange Notes,” “Description of Notes,” and “The Exchange Offer” sections of this prospectus, references to “we,” “us,” and “our” and similar expressions are to Radnet Management, Inc. or Radnet Management.

Our Company

With 191 centers, as of June 30, 2010, located in California, Delaware, Maryland, New Jersey, Florida, Kansas and New York, we are the leading national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States based on number of locations and annual imaging revenue. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, often minimizing the cost and amount of care for patients. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services, a key point of differentiation from our competitors. Our multi-modality strategy diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies provides close, long-term relationships with key payors, radiology groups and referring physicians. Each of our facility managers is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and maintaining profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

We derive substantially all of our revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our facilities. For the year ended December 31, 2009, we performed 3,174,006 diagnostic imaging procedures and generated net revenue from continuing operations of $524 million.

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The Refinancing Transactions

On April 6, 2010, Radnet Management issued and sold $200,000,000 in 10 3/8% senior notes due 2018, which are the subject of the exchange offer described in this prospectus, to the initial purchasers, Deutsche Bank Securities Inc., Barclays Capital Inc., RBC Capital Markets Corporation and Jefferies & Company Inc., who resold the notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. All payments of the 10 3/8% senior notes due 2018, including principal and interest, are guaranteed jointly and severally on a senior unsecured basis by RadNet, Inc. and all of Radnet Management’s current and future domestic wholly owned restricted subsidiaries. The 10 3/8% notes due 2018 were issued under an indenture, dated April 6, 2010, by and among Radnet Management, as issuer, RadNet, Inc., as parent guarantor, the subsidiary guarantors listed on the “Table of Additional Registrant Guarantors,” and U.S. Bank National Association, as trustee, in a private placement that was not subject to the registration requirements of the Securities Act. Please refer to the section entitled “Description of Notes” for additional information on the material provisions of the indenture and the notes.

In connection with the sale of the 10 3/8% senior notes due 2018, Radnet Management, RadNet, Inc. and the guarantors listed on the “Table of Additional Registrant Guarantors” entered into a registration rights agreement, dated as of April 6, 2010, with Deutsche Bank Securities Inc. and Barclays Capital Inc., as the representatives of the initial purchasers of the Notes. Pursuant to this registration rights agreement, Radnet Management, RadNet, Inc. and the other subsidiary guarantors listed on the “Table of Additional Registrant Guarantors” agreed to file a registration statement in connection with, and to consummate an exchange offer enabling holders of the outstanding 10 3/8% senior notes due 2018 to exchange the outstanding notes for publicly registered exchange notes with nearly identical terms.

On April 6, 2010, Radnet Management entered into a new Credit and Guaranty Agreement with Barclays Capital, Deutsche Bank Securities Inc., GE Capital Markets, Inc. and Royal Bank of Canada, as joint bookrunners and joint lead arrangers, Barclays Bank PLC, as administrative agent and collateral agent, and certain other lenders, whereby Radnet Management obtained $385,000,000 in senior secured first-lien bank financing, consisting of (i) a $285,000,000, six-year term loan facility and (ii) a $100,000,000, five-year revolving credit facility, including a swing line subfacility and a letter of credit subfacility (collectively, the “New Credit Facilities”). Radnet Management’s obligations under this Credit and Guaranty Agreement are unconditionally guaranteed by RadNet, Inc., all of Radnet Management’s current and future wholly owned domestic subsidiaries as well as certain affiliates, including Beverly Radiology Medical Group III and its equity holders (Beverly Radiology Medical Group, Inc., BreastLink Medical Group, Inc. and ProNet Imaging Medical Group, Inc.). See “Selected Historical Consolidated Financial Data,” “Certain Relationships and Related Party Transactions” and “Description of Other Indebtedness.” These New Credit Facilities created by the Credit and Guaranty Agreement are secured by a perfected first-priority security interest in all of Radnet Management’s and the guarantors’ tangible and intangible assets, including, but not limited to, pledges of equity interests of Radnet Management and all of our current and future wholly owned domestic subsidiaries.

In connection with the issuance of the outstanding notes and entering into the Credit and Guaranty Agreement, Radnet Management used the net proceeds from the issuance of the outstanding notes and the New Credit Facilities created by the Credit and Guaranty Agreement to repay in full its existing first lien term loan for $242.6 million in aggregate principal amount outstanding, which would have matured on November 15, 2012, and its second lien term loan for $170.0 million in aggregate principal amount outstanding, which would have matured on November 15, 2013.

The initial issuance of the outstanding notes, the execution of the Credit and Guaranty Agreement, the incurrence of the borrowings thereunder and the application of the net proceeds therefrom to repay and retire a portion of Radnet Management’s existing indebtedness, including repayment of the then-existing credit facilities, are collectively referred to in this prospectus as the “Refinancing Transactions”. For a more complete description of the Refinancing Transactions, see “Description of Other Indebtedness” and “Description of Notes.”

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Corporate Information

RadNet, Inc. is incorporated in Delaware. Radnet Management, Inc. is incorporated in California. Our subsidiary guarantors Advanced Imaging Partners, Inc., Community Imaging Partners, Inc., Delaware Imaging Partners, Inc., Diagnostic Imaging Services, Inc., Ide Imaging Partners, Inc., Mid Rockland Imaging Partners, Inc., Radiologix, Inc., Radiology and Nuclear Medicine Imaging Partners, Inc. and Treasure Coast Imaging Partners, Inc. are incorporated in Delaware, Radnet Managed Imaging Services, Inc., Radnet Management I, Inc., Radnet Management II, Inc., Radnet Sub, Inc., FRI II, Inc., FRI, Inc., Pacific Imaging Partners, Inc., Rolling Oaks Imaging Corporation, Rolling Oaks Radiology, Inc., SoCal MR Site Management, Inc. and Valley Imaging Partners, Inc. are incorporated in California, Questar Imaging, Inc., Questar Los Alamitos, Inc. and Questar Victorville, Inc. are incorporated in Florida, New Jersey Imaging Partners, Inc. and Health Diagnostics of New Jersey, LLC are incorporated and formed in New Jersey and Advanced Radiology, LLC was formed in Maryland. Our principal executive offices and headquarters are located at 1510 Cotner Avenue, Los Angeles, California 90025 and our telephone number at that address is (310) 478-7808. Our corporate website is www.radnet.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this offering.

Market, Ranking and Industry Data

Unless otherwise indicated, information contained in this prospectus concerning the diagnostic imaging services industry or market refers to the fixed-site outpatient diagnostic imaging services sector within the domestic diagnostic imaging services industry. Our general expectations concerning these industries and their segments and our market position and market share within these industries and their segments are derived from data from various third-party sources. In addition, this prospectus presents similar information based on management estimates. Such estimates are derived from third-party sources as well as data from our internal research and on assumptions made by us, based on such data and our knowledge of the diagnostic imaging services industry, which we believe to be reasonable. Although we are not aware of any misstatements regarding any industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those described in “Risk Factors.”

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The Exchange Offer

In this prospectus, the term “outstanding notes” refers to the 10 3/8% senior notes due 2018. The term “exchange notes” refers to the 10 3/8% senior notes due 2018, as registered under the Securities Act. The term “notes” refers collectively to the outstanding notes and the exchange notes. On April 6, 2010, Radnet Management, Inc. issued $200,000,000 aggregate principal amount of 10 3/8% senior notes due 2018 in a private placement.

General

In connection with the private placement, we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to deliver this prospectus to you and to obtain the effectiveness of the exchange offer registration statement within 360 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:

•  

the exchange notes have been registered under the Securities Act;

•  

the exchange notes are not entitled to any registration rights that are applicable to the outstanding notes under the registration rights agreement; and

•  

the liquidated damages provisions of the registration rights agreement are no longer applicable.

The Exchange Offer

We are offering to exchange $200,000,000 aggregate principal amount of 10 3/8% senior notes due 2018, which have been registered under the Securities Act, for any and all of our outstanding 10 3/8% senior notes due 2018.

Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.

Resale

Based on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•  

you are acquiring the exchange notes in the ordinary course of your business; and

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•  

you have not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Any holder of outstanding notes who:

•  

is our affiliate;

•  

does not acquire exchange notes in the ordinary course of its business; or

•  

tenders its outstanding notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes

cannot rely on the position of the staff of the SEC enunciated in no-action letters addressed to Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s no-action letter addressed to Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on           , 2010, unless extended by us. We do not currently intend to extend the expiration of the exchange offer.

Withdrawal

You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, which we may waive. See “The Exchange Offer —  Conditions to the Exchange Offer.”

Procedures for Tendering Outstanding Notes

If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding

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notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

If you hold outstanding notes through The Depository Trust Company (DTC) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either have the outstanding notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

•  

you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

•  

you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

•  

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

•  

you are acquiring the exchange notes in the ordinary course of your business; and

•  

if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners

If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of

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the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

Effect on Holders of Outstanding Notes

As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except we will not have any further obligation to you to provide for the exchange and registration of the outstanding notes and related guarantees under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

Consequences of Failure to Exchange

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless in a transaction registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not intend to register exchanges of outstanding notes under the Securities Act, except as otherwise required by the registration rights agreement.

United States Federal Income Tax Consequences of the Exchange Offer

The exchange of outstanding notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences — Exchange Offer.”

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Use of Proceeds

We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer. See “Use of Proceeds.”

Exchange Agent

U.S. Bank National Association is the exchange agent for the exchange offer. The addresses and telephone numbers of the exchange agent are set forth in the section captioned “The Exchange Offer — Exchange Agent.”

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus contains more detailed descriptions of the terms and conditions of the outstanding notes and the exchange notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and liquidated damages for failure to observe certain obligations in the registration rights agreement. The exchange notes will evidence the same debt as the corresponding outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture under which the outstanding notes were issued, and the exchange notes and the outstanding notes will constitute a single class for all purposes under the indenture.

Issuer

Radnet Management, Inc.

Securities Offered

$200,000,000 aggregate principal amount of 10 3/8% senior notes due 2018 and the related guarantees.

Maturity

The exchange notes will mature on April 1, 2018.

Interest Rate

The exchange notes will bear interest at a rate of 10 3/8% per annum.

Interest Payment Dates

The interest on the exchange notes is payable in arrears on April 1 and October 1 of each year, beginning on October 1, 2010. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance.

Guarantees

Each of our current and future wholly owned domestic restricted subsidiaries and our direct parent company, RadNet, Inc., will jointly and severally guarantee the exchange notes on a senior unsecured basis.

Ranking

The exchange notes will be our unsecured senior obligations and will:

•  

rank equally in right of payment with any existing and future senior unsecured indebtedness of us and any of the guarantors;

•  

rank senior in right of payment to all existing and future subordinated indebtedness of us and any of the guarantors;

•  

be effectively subordinated in right of payment to any secured indebtedness of us and any of the guarantors (including indebtedness under the New Credit Facilities) to the extent of the value of the assets securing such indebtedness; and

•  

be structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of our subsidiaries that is not a guarantor of the notes.

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Similarly, the note guarantees will be unsecured senior obligations of the guarantors and will:

•  

rank equally in right of payment with any existing and future senior unsecured indebtedness of any of the guarantors.

•  

rank senior in right of payment to all existing and future subordinated indebtedness of any of the guarantors;

•  

be effectively subordinated in right of payment to any secured indebtedness of any of the guarantors (including indebtedness under the New Credit Facilities) to the extent of the value of the assets securing such indebtedness; and

•  

be structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of our subsidiaries that is not a guarantor of the notes.

After giving effect to the Refinancing Transactions and the application of the net proceeds therefrom, as of June 30, 2010, we had $510.4 million in aggregate principal amount of outstanding indebtedness, $312.0 million of which constituted senior secured indebtedness that is effectively senior to the notes to the extent of the value of the collateral securing such debt. As of June 30, 2010, our non-guarantor subsidiaries had assets of $45.1 million and liabilities of $35.6 million (including trade payables).

Optional Redemption

We may redeem the notes, in whole or in part, at any time on or after April 1, 2014, at the redemption prices specified under “Description of Notes — Optional Redemption.”

Prior to April 1, 2013, we may redeem up to 35% of aggregate principal amount of the notes issued under the indenture from the net proceeds of one or more equity offerings at a redemption price equal to 110.375% of the notes redeemed, plus accrued and unpaid interest, if any.

We are also permitted to redeem the notes prior to April 1, 2014, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole premium and accrued and unpaid interest, if any.

Change of Control Offer

If a change of control occurs, we must give holders of the notes the opportunity to sell us their notes at 101% of their face amount, plus accrued interest.

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We might not be able to pay you the required price for notes you present to us at the time of a change of control, because:

•  

we might not have enough funds at that time; or

•  

the terms of the New Credit Facilities or any future indebtedness may prevent us from making the change of control tender.

See “Risk Factors — Risks Related to the Exchange Offer, the Notes and Our Indebtedness — We may not be able to repurchase notes upon a change of control, which would be an event of default under the indenture.”

See “Description of Notes — Repurchase at the Option of Holders — Change of Control.”

Certain Indenture Provisions

The indenture governing the exchange notes will contain covenants limiting, among other things, the ability of RadNet, Inc. and its restricted subsidiaries, including the Issuer, to:

•  

pay dividends or make certain other restricted payments or investments;

•  

incur additional indebtedness and issue preferred stock;

•  

create liens (other than permitted liens) securing indebtedness or trade payables unless the notes are secured on an equal and ratable basis with the obligations so secured, and, if such liens secure subordinated indebtedness, the notes are secured by a lien senior to such liens;

•  

sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of our assets;

•  

enter into certain transactions with affiliates;

•  

create restrictions on dividends or other payments by our restricted subsidiaries; and

•  

create guarantees of indebtedness by restricted subsidiaries.

However, these limitations will be subject to a number of important qualifications and exceptions.

Book-Entry

The exchange notes will be issued in book-entry form and will be represented by global certificates deposited with, or on behalf of, DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the exchange notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee; and these interests may not be exchanged for certificated notes, except in limited circumstances. See “The Exchange Offer — Book-Entry Delivery Procedures.”

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No Public Market

The exchange notes will be freely transferable but will be a new issue of securities. There is no established trading market for the exchange notes and the exchange notes will not be listed on any national securities exchange or elsewhere. Accordingly, an active market or liquidity may not develop for the exchange notes.

Risk Factors

You should carefully consider all of the information included and incorporated by reference in this prospectus. See “Risk Factors” included in this prospectus beginning on page 15. In addition, you should review the information set forth under “Forward-Looking Statements” before deciding to tender your outstanding notes in the exchange offer.

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Summary Historical Consolidated Financial Data

The following table sets forth our summary historical consolidated financial information for each of the years ended December 31, 2009, 2008 and 2007 and for the three and six months ended June 30, 2010 and 2009. The summary consolidated statements of operations data set forth below for the years ended December 31, 2009, 2008 and 2007 are derived from our audited consolidated financial statements and notes thereto included elsewhere herein. The statement of operations data and other financial data for the three and six months ended June 30, 2010 and 2009 and the balance sheet data as of June 30, 2010 were derived from our unaudited condensed consolidated financial statements.

This data should be read in conjunction with and is qualified in its entirety by reference to the audited consolidated financial statements and the related notes included elsewhere herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The financial data set forth below and discussed in this prospectus are derived from the consolidated financial statements of RadNet, Inc., its subsidiaries and certain affiliates. As described further in Note 1 to the accompanying financial statements included elsewhere herein, as a result of the contractual and operational relationship among Beverly Radiology Medical Group III (“BRMG”), Dr. Berger and us, we are considered to be the primary beneficiary of the operations of BRMG, which we have determined is a variable interest entity based on applicable accounting guidance. Consequently, we are required to include BRMG as a consolidated entity in our consolidated financial statements. This means, for example, that revenue generated by BRMG from the provision of professional medical services to our patients, as well as BRMG’s costs of providing those services, are included as net revenue and operating expenses, respectively, in our consolidated statement of operations, whereas the management fee that BRMG pays to us under our management agreement with BRMG is eliminated as a result of the consolidation of our results with those of BRMG. If BRMG were not treated as a consolidated entity in our consolidated financial statements, the presentation of certain items in our income statement, such as net revenue and costs and expenses, would change but our net income would not materially change, because in operation and historically, the annual revenue of BRMG from all sources closely approximates its expenses, including Dr. Berger’s compensation, fees payable to us and amounts payable to third parties. BRMG is a guarantor under our New Credit Facilities, but does not guarantee the notes.

	Three Months Ended June 30,						Six Months Ended June 30,						Years Ended December 31,
	2010			2009			2010			2009			2009			2008			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
	(in thousands)
Statement of Operations Data:
Net revenue	$	138,951		$	131,146		$	263,129		$	259,149		$	524,368		$	498,815		$	423,576
Operating expenses		106,205			99,716			204,844			196,729			397,753			384,297			330,550
Depreciation and amortization		13,876			13,212			27,151			26,386			53,800			53,548			45,281
Provision for bad debts		8,468			8,369			16,145			16,343			32,704			30,832			27,467
Loss on sale of equipment, net		51			277			155			303			523			516			72
Income from operations		9,916			9,232			14,267			19,031			38,857			29,287			19,272
Interest expense(1)		12,729			12,578			22,696			26,171			49,193			51,811			44,307
Gain on bargain purchase		—			(1,387	)		—			(1,387	)		(1,387	)		—			—
Gain from sale of joint venture interests		—			—			—			—			—			—			(1,868	)
Equity in earnings of joint ventures		1,971			2,453			3,832			5,088			8,456			9,791			5,944
Net loss attributable to RadNet, Inc. common stockholders		(11,756	)		(336	)		(15,867	)		(1,178	)		(2,267	)		(12,836	)		(18,131	)

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	As of June 30, 2010
	(unaudited) (in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	20,476
Total assets		529,000
Total long-term liabilities		520,813
Total liabilities		617,335
Working capital		31,373
Equity deficit		(88,335	)

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before deciding to tender your outstanding notes in the exchange offer. The risks described below and the other information included in this prospectus are not the only risks we face. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In any such case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the exchange notes and you may lose all or part of your original investment.

Risks Relating to the Exchange Offer, the Notes and our Indebtedness

If you do not exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to restrictions on transfer of your outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Prospectus Summary — The Exchange Offer” and “The Exchange Offer” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the outstanding amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to a reduction in liquidity. In addition, if you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to exchange your outstanding notes for exchange notes registered under the Securities Act and you will no longer be entitled to have your outstanding notes registered for resale under the Securities Act.

Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

Our current substantial indebtedness and any future indebtedness we incur could adversely affect our financial condition, which could make it more difficult for us to satisfy our obligations to our creditors. After completion of this offering, we will continue to be highly leveraged. As of June 30, 2010, our total indebtedness was $510.4 million. Our substantial indebtedness could also:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

• expose us to the risk of interest rate increases on our variable rate borrowings, including borrowings under our new senior secured credit facilities;

• increase our vulnerability to adverse general economic and industry conditions;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds on terms that are satisfactory to us or at all.

We will be able to incur substantial indebtedness in the future. Although the New Credit Facilities and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, these

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restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify. In addition, the indenture governing the notes does not prevent us from incurring obligations that do not constitute indebtedness under the indenture.

If we are unable to generate or borrow sufficient cash to make payments on our indebtedness or to refinance our indebtedness on acceptable terms, our financial condition would be materially harmed, our business may fail and you may lose all of your investment.

Our ability to make scheduled payments on or to refinance our obligations with respect to our debt will depend on our financial and operating performance, which will be affected by general economic, financial, competitive, business and other factors beyond our control. As a result of the recent global market and economic conditions, the cost and availability of credit and equity capital have been severely impacted. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. If we are unable to meet our debt obligations or fund our other liquidity needs, we may need to restructure or refinance all or a portion of our debt on or before maturity or sell certain of our assets. We cannot assure you that we will be able to restructure or refinance any of our debt on commercially reasonable terms, if at all, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

We may not be able to finance future needs or adapt our business plan to changes because of restrictions placed on us by our New Credit Facilities, the indenture governing the notes and instruments governing our other indebtedness.

The indenture governing the notes and our New Credit Facilities contain affirmative and negative covenants which restrict, among other things, our ability to:

• pay dividends or make certain other restricted payments or investments;

• incur additional indebtedness and issue preferred stock;

• create liens (other than permitted liens) securing indebtedness or trade payables unless the notes are secured on an equal and ratable basis with the obligations so secured, and, if such liens secure subordinated indebtedness, the notes are secured by a lien senior to such liens;

• sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with affiliates;

• create restrictions on dividends or other payments by our restricted subsidiaries; and

• create guarantees of indebtedness by restricted subsidiaries.

All of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. A failure to comply with these covenants and restrictions would permit the relevant creditors to declare all amounts borrowed under the applicable agreement governing such indebtedness, together with accrued interest and fees, to be immediately due and payable. If the indebtedness under the New Credit Facilities or the notes offered hereby is accelerated, we may not have sufficient assets to repay amounts due under the New Credit Facilities, the notes or on other indebtedness then outstanding. If we are not able to refinance our debt, we could become subject to bankruptcy proceedings, and you may lose all or a portion of your investment because the claims of certain of our creditors on our assets are prior to the claims of holders of the notes.

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Your right to receive payments on the notes is effectively junior to those lenders who have a security interest in our assets.

Our obligations under the notes and our guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our New Credit Facilities and each guarantor’s obligations under their respective guarantees of the New Credit Facilities are secured by a security interest in substantially all of our tangible and intangible assets. If we are declared bankrupt or insolvent, or if we default under our New Credit Facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture under which the notes will be issued at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes are not secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully.

As of June 30, 2010, we had $312.0 million of senior secured indebtedness. In addition, upon the occurrence of certain events, we may request an incremental term loan facility or facilities, based upon the satisfaction of a maximum senior secured leverage ratio test and subject to receipt of commitments by existing lenders or other financing institutions and the satisfaction of certain other conditions. The indenture permits the incurrence of substantial additional indebtedness by us and our restricted subsidiaries in the future, including secured indebtedness.

Claims of noteholders will be structurally subordinate to claims of creditors of all of our non wholly owned subsidiaries and any future foreign subsidiaries because they will not guarantee the notes.

The notes are not and will not be guaranteed by our non wholly owned subsidiaries or any future foreign subsidiaries. Accordingly, claims of holders of the notes are structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes.

Not all of our subsidiaries are guarantors of the notes. As of June 30, 2010, our non-guarantor subsidiaries had assets of $45.1 million and liabilities of $35.6 million (including intercompany payables of $27.8 million).

We may not be able to repurchase notes upon a change of control, which would be an event of default under the indenture.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all of the outstanding notes. The terms of the notes may not protect you if we undergo a highly leveraged transaction, reorganization, restructuring, merger or similar transaction that may adversely affect you unless the transaction is included in the definition of a change of control. The New Credit Facilities restricts us from repurchasing the notes without the approval of the lenders. In addition, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that other restrictions in the New Credit Facilities and the notes will not allow these repurchases. Our failure to repurchase the notes would constitute an event of default under the indenture which would in turn result in an event of default under the New Credit Facilities, in which case the lenders under the New Credit Facilities could cause all indebtedness under the New Credit Facilities to become due and payable.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

There is no listing for the outstanding notes, and we do not intend to apply for listing of the exchange notes on any national securities exchange or elsewhere. The initial purchasers in the private offering of the outstanding notes have advised us that they intend to make a market in the exchange notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of

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the exchange notes, and they may discontinue their market-making activities at any time without notice. In addition, such market-making activity may be limited during the pendency of the exchange offer. Therefore, an active market for any of the exchange notes may not develop or, if developed, it may not continue.

The liquidity of any market for the notes will depend on a number of factors, including:

• the number of holders of the notes;

• our performance;

• the market for similar securities;

• the interest of securities dealers in making a market in the notes; and

• prevailing interest rates.

Given the risks inherent in an investment in the notes and the restrictions on transfer, you may have difficulty finding willing buyers for the notes. Consequently, you may not be able to liquidate your investment readily, and the notes may not be readily accepted as collateral for loans. Therefore, you should be aware that you may bear the economic risk of an investment in the notes until maturity.

If markets for the notes do not develop, you may not be able to resell your notes for an extended period of time, if at all. Consequently, your lenders may be reluctant to accept the notes as collateral for loans. In addition, in response to prevailing interest rates and market conditions generally, the notes could trade at a price lower than their initial offering price.

The trading price of the notes may be volatile.

The trading price of the notes could be subject to significant fluctuation in response to, among other factors, changes in our operating results, interest rates, the market for non-investment grade securities, general economic conditions, and securities analysts’ recommendations regarding our securities.

The interests of our stockholders may not be aligned with your interests as a holder of the notes.

Stockholders control all of our affairs and policies. Circumstances may occur in which the interests of our equity holders could be in conflict with the interests of the holders of the notes. In addition, our stockholders may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of the notes. For example, our stockholders may cause us or our subsidiaries to make acquisitions that increase the amount of our and our subsidiaries’ indebtedness or sell assets, either of which may impair the ability of our subsidiaries to make distributions to us and thus our ability to make payments under the notes.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, and if that occurs, you may not receive any payments on the notes.

The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is also true:

• we or any of the guarantors were insolvent or rendered insolvent by reason of the incurrence of the indebtedness;

• payment of the consideration left us or any of the guarantors with an unreasonably small amount of capital to carry on the business;

• we or any of the guarantors intended to, or believed that it would, incur debts beyond our ability to pay as they mature; or

• we were a defendant in an action for money damages docketed against us if, in either case, after final judgment the judgment is unsatisfied.

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If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of us or such guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes.

Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt. Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

• the sum of its debts, including contingent liabilities, was greater than the fair salable value of all its assets;

• the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be further subordinated to our or any of our guarantors’ other debt.

We believe that at the time the notes are initially issued the Issuer and each guarantor will be:

• neither insolvent nor rendered insolvent thereby;

• in possession of sufficient capital to run its businesses effectively;

• incurring indebtedness within its ability to pay as the same mature or become due; and

• holding sufficient assets to satisfy any probable money judgment against it in any pending action.

In reaching these conclusions, we have relied upon our analysis of internal cash flow projections, which, among other things, assume that we will in the future realize certain selling price and volume increases and favorable changes in business mix, and estimated values of assets and liabilities. We cannot assure you, however, that a court passing on such questions would reach the same conclusions. Further, to the extent that the notes are guaranteed in the future by any subsidiary, a court passing on such guarantor regarding any such guarantee could conclude that such guarantee constituted a fraudulent conveyance or transfer.

The indenture governing the notes contains a provision intended to limit each guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the applicable guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

If a bankruptcy petition were filed by or against us, you may receive a lesser amount for your claim than you would be entitled to receive under the indenture governing the notes.

If a bankruptcy petition were filed by or against us under the United States Bankruptcy Code after the issuance of the notes, the claim by any holder of the notes for the principal amount of the notes may be limited to an amount equal to the sum of:

• the original issue price for the notes; and

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• that portion of the original issue discount, if any, that does not constitute “unmatured interest” for purposes of the United States Bankruptcy Code.

Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of the notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of the indenture governing the notes, even if sufficient funds are available.

Risks Relating to our Business

If BRMG or any of our other contracted radiology practices terminate their agreements with us, our business could substantially diminish.

Our relationship with BRMG and our other radiology groups is an integral part of our business. Through our management agreement, BRMG provides all of the professional medical services at 92 of our 102 California facilities. Professional medical services are provided at the balance of our other facilities through management contracts with other radiology groups. BRMG and these other radiology groups contract with various other independent physicians and physician groups to provide all of the professional medical services at most of our facilities, and they must use their best efforts to provide the professional medical services at any new facilities that we open or acquire in their areas of operation. In addition, BRMG and the other radiology groups’ strong relationships with referring physicians are largely responsible for the revenue generated at the facilities they service. Although our management agreement with BRMG runs until 2014, and for terms as long, if not longer, with the other groups, BRMG and the other radiology groups have the right to terminate the agreements if we default on our obligations and fail to cure the default. Also, the various radiology groups’ ability to continue performing under the management agreements may be curtailed or eliminated due to the groups’ financial difficulties, loss of physicians or other circumstances. If the radiology groups cannot perform their obligations to us, we would need to contract with one or more other radiology groups to provide the professional medical services at the facilities serviced by the group. We may not be able to locate radiology groups willing to provide those services on terms acceptable to us, if at all. Even if we were able to do so, any replacement radiology group’s relationships with referring physicians may not be as extensive as those of the terminated group. In any such event, our business could be seriously harmed. In addition, the radiology groups are party to substantially all of the managed care contracts from which we derive revenue. If we were unable to readily replace these contracts, our revenue would be negatively affected.

Adverse changes in general domestic and worldwide economic conditions and instability and disruption of credit markets could adversely affect our operating results, financial condition, or liquidity.

We are subject to risk arising from adverse changes in general domestic and global economic conditions, including recession or economic slowdown and disruption of credit markets. Recent global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies continuing into 2010. Continued concerns about the systemic impact of potential long-term and widespread recession, inflation, energy costs, geopolitical issues, the availability and cost of credit and the United States mortgage market have contributed to increased market volatility and diminished expectations for the United States economy. Added concerns fueled by the United States government’s financial assistance to certain companies and other federal government’s interventions in the United States financial system has led to increased market uncertainty and instability in both United States and international capital and credit markets. These conditions, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have contributed to volatility of unprecedented levels. We believe our MRI and PET/CT scan volumes were impacted in 2009 and continuing into 2010 by rising unemployment rates, the number of under-insured or uninsured patients and other conditions arising from the global economic conditions described above.

As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers.

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Continued turbulence in the United States and international markets and economies may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers. If these market conditions continue, they may limit our ability, and the ability of our customers, to timely replace maturing liabilities, and access the capital markets to meet liquidity needs, resulting in adverse effects on our financial condition and results of operations.

We have experienced operating losses and we have a substantial accumulated deficit. If we are unable to improve our financial performance, we may be unable to pay our obligations.

We have incurred net losses of $15.9 million, $2.3 million, $12.8 million and $18.1 million, for the six months ended June 30, 2010 and for the years ended December 31, 2009, 2008 and 2007, respectively. As of June 30, 2010, our accumulated deficit was $88.3 million. We cannot provide any assurances as to the likelihood, timing, or extent of our ability to achieve net income from operations. If we cannot generate income from operations in sufficient amounts, we will not be able to pay our obligations as they become due. Our inability to generate income from operations to pay our obligations could adversely impact our business, financial condition and results of operations.

Our success depends in part on our key personnel and loss of key executives could adversely affect our operations. In addition, former employees and radiology practices we have previously contracted with could use the experience and relationships developed while employed or under contract with us to compete with us.

Our success depends in part on our ability to attract and retain qualified senior and executive management, managerial and technical personnel. Competition in recruiting these personnel may make it difficult for us to continue our growth and success. The loss of their services or our inability in the future to attract and retain management and other key personnel could hinder the implementation of our business strategy. The loss of the services of Dr. Howard G. Berger, our President and Chief Executive Officer, and Norman R. Hames or Stephen M. Forthuber, our Chief Operating Officers, west and east coast, respectively, could have a significant negative impact on our operations. We believe that they could not easily be replaced with executives of equal experience and capabilities. We do not maintain key person insurance on the life of any of our executive officers with the exception of a $5.0 million policy on the life of Dr. Berger. Also, if we lose the services of Dr. Berger, our relationship with BRMG could deteriorate, which would materially adversely affect our business.

Many of the states in which we operate do not enforce agreements that prohibit a former employee from competing with a former employer. As a result, many of our employees whose employment is terminated are free to compete with us, subject to prohibitions on the use of confidential information and, depending on the terms of the employee’s employment agreement, on solicitation of existing employees and customers. A former executive, manager or other key employee who joins one of our competitors could use the relationships he or she established with third party payors, radiologists or referring physicians while our employee and the industry knowledge he or she acquired during that tenure to enhance the new employer’s ability to compete with us.

The agreements with most of our radiology practices contain non-compete provisions, however, the enforceability of these provisions is determined by a court based on all the facts and circumstances of the specific case at the time enforcement is sought. Our inability to enforce radiologists’ non-compete provisions could result in increased competition from individuals who are knowledgeable about our business strategies and operations.

The California budget crisis, if not successfully resolved could have an impact on our revenue.

California is experiencing a budget crisis which has resulted in significant state government cutbacks. 102 of our 191 facilities are located in California. One to one-and-one-half percent (1% to 1.5%) of our revenues come from the California Medicaid program ($5 million to $7.5 million). To the extent California is unable to provide these payments on a timely basis, or at all, our revenues will be negatively impacted.

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Our failure to integrate the businesses we acquire successfully and on a timely basis could reduce our profitability.

We may never realize expected synergies, business opportunities and growth prospects in connection with our acquisitions. We may experience increased competition that limits our ability to expand our business. We may not be able to capitalize on expected business opportunities, assumptions underlying estimates of expected cost savings may be inaccurate, or general industry and business conditions may deteriorate. In addition, integrating operations will require significant efforts and expenses on our part. Personnel may leave or be terminated because of an acquisition. Our management may have its attention diverted while trying to integrate an acquisition. If these factors limit our ability to integrate the operations of an acquisition successfully or on a timely basis, our expectations of future results of operations, including certain cost savings and synergies as a result of the acquisition, may not be met. In addition, our growth and operating strategies for a target’s business may be different from the strategies that the target company pursued prior to our acquisition. If our strategies are not the proper strategies, it could have a material adverse effect on our business, financial condition and results of operations.

Our ability to generate revenue depends in large part on referrals from physicians.

A significant reduction in physician referrals would have a negative impact on our business. We derive substantially all of our net revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our facilities. We depend on referrals of patients from unaffiliated physicians and other third parties who have no contractual obligations to refer patients to us for a substantial portion of the services we perform. If a sufficiently large number of these physicians and other third parties were to discontinue referring patients to us, our scan volume could decrease, which would reduce our net revenue and operating margins. Further, commercial third-party payors have implemented programs that could limit the ability of physicians to refer patients to us. For example, prepaid healthcare plans, such as health maintenance organizations, sometimes contract directly with providers and require their enrollees to obtain these services exclusively from those providers. Some insurance companies and self-insured employers also limit these services to contracted providers. These “closed panel” systems are now common in the managed care environment. Other systems create an economic disincentive for referrals to providers outside the system’s designated panel of providers. If we are unable to compete successfully for these managed care contracts, our results and prospects for growth could be adversely affected.

Pressure to control healthcare costs could have a negative impact on our results.

One of the principal objectives of health maintenance organizations and preferred provider organizations is to control the cost of healthcare services. Healthcare providers participating in managed care plans may be required to refer diagnostic imaging tests to certain providers depending on the plan in which a covered patient is enrolled. In addition, managed care contracting has become very competitive, and reimbursement schedules are at or below Medicare reimbursement levels. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within the geographic areas covered by our network could have a negative impact on the utilization and pricing of our services, because these organizations will exert greater control over patients’ access to diagnostic imaging services, the selections of the provider of such services and reimbursement rates for those services.

If our contracted radiology practices, including BRMG, lose a significant number of their radiologists, our financial results could be adversely affected.

At times, there has been a shortage of qualified radiologists in some of the regional markets we serve. In addition, competition in recruiting radiologists may make it difficult for our contracted radiology practices to maintain adequate levels of radiologists. If a significant number of radiologists terminates their relationships with our contracted radiology practices and those radiology practices cannot recruit sufficient qualified radiologists to fulfill their obligations under our agreements with them, our ability to maximize the use of our diagnostic imaging facilities and our financial results could be adversely affected. For example, in fiscal 2002, due to a shortage of qualified radiologists in the marketplace, BRMG experienced difficulty in hiring and retaining physicians and thus engaged independent contractors and part-time fill-in physicians. Their cost was double the salary of a regular BRMG full-time physician. Increased expenses to BRMG will impact our

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financial results because the management fee we receive from BRMG, which is based on a percentage of BRMG’s collections, is adjusted annually to take into account the expenses of BRMG. Neither we, nor our contracted radiology practices, maintain insurance on the lives of any affiliated physicians.

We may not be able to successfully grow our business, which would adversely affect our financial condition and results of operations.

Our ability to successfully expand through acquiring facilities, developing new facilities, adding equipment at existing facilities, and directly or indirectly entering into contractual relationships with high-quality radiology practices depends upon many factors, including our ability to:

• identify attractive and willing candidates for acquisitions;

• identify locations in existing or new markets for development of new facilities;

• comply with legal requirements affecting our arrangements with contracted radiology practices, including state prohibitions on fee-splitting, corporate practice of medicine and self-referrals;

• obtain regulatory approvals where necessary and comply with licensing and certification requirements applicable to our diagnostic imaging facilities, the contracted radiology practices and the physicians associated with the contracted radiology practices;

• recruit a sufficient number of qualified radiology technologists and other non-medical personnel;

• expand our infrastructure and management; and

• compete for opportunities. We may not be able to compete effectively for the acquisition of diagnostic imaging facilities. Our competitors may have more established operating histories and greater resources than we do. Competition may also make any acquisitions more expensive.

Acquisitions involve a number of special risks, including the following:

• inability to obtain adequate financing;

• possible adverse effects on our operating results;

• diversion of management’s attention and resources;

• failure to retain key personnel;

• difficulties in integrating new operations into our existing infrastructure; and

• amortization or write-offs of acquired intangible assets, including goodwill.

If we are unable to successfully grow our business through acquisitions it could have an adverse effect on our financial condition and results of operations.

We may become subject to professional malpractice liability, which could be costly and negatively impact our business.

The physicians employed by our contracted radiology practices are from time to time subject to malpractice claims. We structure our relationships with the practices under our management agreements in a manner that we believe does not constitute the practice of medicine by us or subject us to professional malpractice claims for acts or omissions of physicians employed by the contracted radiology practices. Nevertheless, claims, suits or complaints relating to services provided by the contracted radiology practices have been asserted against us in the past and may be asserted against us in the future. In addition, we may be subject to professional liability claims, including, without limitation, for improper use or malfunction of our diagnostic imaging equipment or for accidental contamination or injury from exposure to radiation. We may not be able to maintain adequate liability insurance to protect us against those claims at acceptable costs or at all.

Any claim made against us that is not fully covered by insurance could be costly to defend, result in a substantial damage award against us and divert the attention of our management from our operations, all of which could have an adverse effect on our financial performance. In addition, successful claims against us

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may adversely affect our business or reputation. Although California places a $250,000 limit on non-economic damages for medical malpractice cases, no limit applies to economic damages and no such limits exist in the other states in which we now provide services.

We may not receive payment from some of our healthcare provider customers because of their financial circumstances.

Some of our healthcare provider customers do not have significant financial resources, liquidity or access to capital. If these customers experience financial difficulties they may be unable to pay us for the equipment and services that we provide. A significant deterioration in general or local economic conditions could have a material adverse effect on the financial health of certain of our healthcare provider customers. As a result, we may have to increase the amounts of accounts receivables that we write-off, which would adversely affect our financial condition and results of operations.

Some of our imaging modalities use radioactive materials, which generate regulated waste and could subject us to liabilities for injuries or violations of environmental and health and safety laws.

Some of our imaging procedures use radioactive materials, which generate medical and other regulated wastes. For example, patients are injected with a radioactive substance before undergoing a PET scan. Storage, use and disposal of these materials and waste products present the risk of accidental environmental contamination and physical injury. We are subject to federal, state and local regulations governing storage, handling and disposal of these materials. We could incur significant costs and the diversion of our management’s attention in order to comply with current or future environmental and health and safety laws and regulations. Also, we cannot completely eliminate the risk of accidental contamination or injury from these hazardous materials. Although we believe that we maintain professional liability insurance coverage consistent with industry practice in the event of an accident, we could be held liable for any resulting damages, and any liability could exceed the limits of or fall outside the coverage of our professional liability insurance.

We experience competition from other diagnostic imaging companies and hospitals, and this competition could adversely affect our revenue and business.

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. We compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment. Our competitors include Alliance Healthcare Services, Inc., Diagnostic Imaging Group, InSight Health Services Corp. and American Radiology Services. Some of our competitors may now or in the future have access to greater financial resources than we do and may have access to newer, more advanced equipment. In addition, some physician practices have established their own diagnostic imaging facilities within their group practices and compete with us. We are experiencing increased competition as a result of such activities, and if we are unable to successfully compete, our business and financial condition would be adversely affected.

Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment.

The development of new technologies or refinements of existing modalities may require us to upgrade and enhance our existing equipment before we may otherwise intend. Many companies currently manufacture diagnostic imaging equipment. Competition among manufacturers for a greater share of the diagnostic imaging equipment market may result in technological advances in the speed and imaging capacity of new equipment. This may accelerate the obsolescence of our equipment, and we may not have the financial ability to acquire the new or improved equipment and may not be able to maintain a competitive equipment base. In addition, advances in technology may enable physicians and others to perform diagnostic imaging procedures without us. If we are unable to deliver our services in the efficient and effective manner that payors, physicians and patients expect and thus our revenue could substantially decrease.

A failure to meet our capital expenditure requirements could adversely affect our business.

We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations, particularly the initial start-up and development expenses of new diagnostic imaging facilities

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and the acquisition of additional facilities and new diagnostic imaging equipment. We incur capital expenditures to, among other things, upgrade and replace existing equipment for existing facilities and expand within our existing markets and enter new markets. To the extent we are unable to generate sufficient cash from our operations, funds are not available from our lenders or we are unable to structure or obtain financing through operating leases, long-term installment notes or capital leases, we may be unable to meet our capital expenditure requirements.

Because we have high fixed costs, lower scan volumes per system could adversely affect our business.

The principal components of our expenses, excluding depreciation, consist of debt service, capital lease payments, compensation paid to technologists, salaries, real estate lease expenses and equipment maintenance costs. Because a majority of these expenses are fixed, a relatively small change in our revenue could have a disproportionate effect on our operating and financial results depending on the source of our revenue. Thus, decreased revenue as a result of lower scan volumes per system could result in lower margins, which could materially adversely affect our business.

Capitation fee arrangements could reduce our operating margins.

For the six months ended June 30, 2010, we derived approximately 15.6% of our revenue from capitation arrangements, and we intend to increase the revenue we derive from capitation arrangements in the future. Under capitation arrangements, the payor pays a pre-determined amount per-patient per-month in exchange for us providing all necessary covered services to the patients covered under the arrangement. These contracts pass much of the financial risk of providing diagnostic imaging services, including the risk of over-use, from the payor to the provider. Our success depends in part on our ability to negotiate effectively, on behalf of the contracted radiology practices and our diagnostic imaging facilities, contracts with health maintenance organizations, employer groups and other third-party payors for services to be provided on a capitated basis and to efficiently manage the utilization of those services. If we are not successful in managing the utilization of services under these capitation arrangements or if patients or enrollees covered by these contracts require more frequent or extensive care than anticipated, we would incur unanticipated costs not offset by additional revenue, which would reduce operating margins.

We may be unable to effectively maintain our equipment or generate revenue when our equipment is not operational.

Timely, effective service is essential to maintaining our reputation and high use rates on our imaging equipment. Although we have an agreement with GE Medical Systems pursuant to which it maintains and repairs the majority of our imaging equipment, this agreement does not compensate us for loss of revenue when our systems are not fully operational and our business interruption insurance may not provide sufficient coverage for the loss of revenue. Also, GE Medical Systems may not be able to perform repairs or supply needed parts in a timely manner, which could result in a loss of revenue. Therefore, if we experience more equipment malfunctions than anticipated or if we are unable to promptly obtain the service necessary to keep our equipment functioning effectively, our ability to provide services would be adversely affected and our revenue could decline.

Disruption or malfunction in our information systems could adversely affect our business.

Our information technology system is vulnerable to damage or interruption from:

• earthquakes, fires, floods and other natural disasters;

• power losses, computer systems failures, internet and telecommunications or data network failures, operator negligence, improper operation by or supervision of employees, physical and electronic losses of data and similar events; and

• computer viruses, penetration by hackers seeking to disrupt operations or misappropriate information and other breaches of security.

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We rely on our information systems to perform functions critical to our ability to operate, including patient scheduling, billing, collections, image storage and image transmission. Accordingly, an extended interruption in the system’s function could significantly curtail, directly and indirectly, our ability to conduct our business and generate revenue.

We are vulnerable to earthquakes, harsh weather and other natural disasters.

Our corporate headquarters and 102 of our facilities are located in California, an area prone to earthquakes and other natural disasters. Three of our facilities are located in an area of Florida that has suffered from hurricanes. Some of our facilities have been affected by snow and other harsh weather conditions, particularly in February 2010, when winter snow storms in the mid-Atlantic region, including Maryland, Delaware and New Jersey, caused us to close many of our facilities for up to five business days. An earthquake, harsh weather conditions or other natural disaster could decrease scan volume during affected periods and seriously impair our operations. Damage to our equipment or interruption of our business would adversely affect our financial condition and results of operations.

If we are unable to generate or borrow sufficient cash to make payments on our indebtedness or to refinance our indebtedness on acceptable terms, our financial condition would be materially harmed, our business may fail and you may lose all of your investment.

Our ability to make scheduled payments on or to refinance our obligations with respect to our debt will depend on our financial and operating performance, which will be affected by general economic, financial, competitive, business and other factors beyond our control. As a result of the recent global market and economic conditions, the cost and availability of credit and equity capital have been severely impacted. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. If we are unable to meet our debt obligations or fund our other liquidity needs, we may need to restructure or refinance all or a portion of our debt on or before maturity or sell certain of our assets. We cannot assure you that we will be able to restructure or refinance any of our debt on commercially reasonable terms, if at all, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

Risks Related to Government Regulation of Our Business

The regulatory framework in which we operate is uncertain and evolving.

Healthcare laws and regulations may change significantly in the future. We continuously monitor these developments and modify our operations from time to time as the regulatory environment changes. We cannot assure you, however, that we will be able to adapt our operations to address new regulations or that new regulations will not adversely affect our business. In addition, although we believe that we are operating in compliance with applicable federal and state laws, neither our current or anticipated business operations nor the operations of the contracted radiology practices have been the subject of judicial or regulatory interpretation. We cannot assure you that a review of our business by courts or regulatory authorities will not result in a determination that could adversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations.

Certain states have enacted statutes or adopted regulations affecting risk assumption in the healthcare industry, including statutes and regulations that subject any physician or physician network engaged in risk-based managed care contracting to applicable insurance laws and regulations. These laws and regulations, if adopted in the states in which we operate, may require physicians and physician networks to meet minimum capital requirements and other safety and soundness requirements. Implementing additional regulations or compliance requirements could result in substantial costs to us and the contracted radiology practices and limit our ability to enter into capitation or other risk-sharing managed care arrangements.

Changes in the method or rates of third-party reimbursement could have a negative impact on our results.

From time to time, changes designed to contain healthcare costs have been implemented, some of which have resulted in decreased reimbursement rates for diagnostic imaging services that impact our business. For

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services for which we bill Medicare directly, we are paid under the Medicare Physician Fee Schedule, which is updated on an annual basis. Under the Medicare statutory formula, payments under the Physician Fee Schedule would have decreased for the past several years if Congress failed to intervene. For example, for 2008, the fee schedule rates were to be reduced by approximately 10.1%. The Medicare, Medicaid and SCHIP Extension Act of 2007 eliminated the 10.1% reduction for 2008 and increased the annual payment rate update by 0.5%. This increase to the annual Medicare Physician Fee Schedule payment update was effective only for Medicare claims with dates of service between January 1, 2008 and June 30, 2008. Beginning July 1, 2008, under the Medicare Improvement for Patients and Providers Act of 2008 (“MIPPA”), the 0.5% increase was continued for the rest of 2008. In addition, MIPPA established a 1.1% increase to the Medicare Physician Fee Schedule payment update for 2009. For 2010, the Centers for Medicare and Medicaid Services (“CMS”) projected a rate reduction of 21.2%. On December 19, 2009, President Obama signed into law the Department of Defense Appropriations Act, 2010 which includes a zero percent Medicare physician update through February 28, 2010. This was further extended through March 31, 2010 and later through May 31, 2010 by the Temporary Extension Act of 2010 and the Continuing Extension Act of 2010, signed into law by President Obama on March 2, 2010 and April 15, 2010, respectively. Further action was taken on June 25, 2010, when the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 was signed into law. Section 101 of Pub. L. 111-192 provides for a 2.2% update to the 2010 Physician Fee Schedule effective for dates of service June 1, 2010 through November 30, 2010. This incremental legislation is designed to delay the 21.2% payment reductions inherent in the statutory payment formula. On July 13, 2010, the proposed Calendar Year 2011 Medicare Physician Fee Schedule regulation was published in the Federal Register. Payments under the Physician Fee Schedule will be reduced in 2011 by 6.1%, in addition to the 21.2% rate reduction that will go into effect if Congress fails to intervene. If implemented, the resulting decrease in payment will adversely impact our revenues and results of operation.

MIPPA also modified the methodology by which the budget neutrality formula was applied to the 2009 physician fee schedule payment rates, resulting in an overall reduction in payment rates for services performed by many specialties, including an estimated 3% reduction for radiation oncology and 1% reduction for nuclear medicine. The impact of these payment rate reductions could impact the Company’s future revenue depending upon our service mix.

A number of other legislative changes impact our business. For example, the DRA imposed caps on Medicare payment rates for certain imaging services furnished in physician’s offices and other non-hospital based settings. The caps impact MRI and PET/CT. Under the cap, payments for specified imaging services cannot exceed the hospital outpatient payment rates for those services. This change applies to services furnished on or after January 1, 2007. The limitation is applicable to the technical components of the diagnostic imaging services only, which is the payment we receive for the services for which we bill directly under the Medicare Physician Fee Schedule.

The DRA also codified the reduction in reimbursement for multiple images on contiguous body parts, which was previously announced by CMS. The DRA mandated payment at 100% of the technical component of the higher priced imaging procedure and 50% for the technical component of each additional imaging procedure for multiple images of contiguous body parts within a family of codes performed in the same session. Beginning in 2006, CMS had only implemented a 25% reduction for each additional imaging procedure on contiguous body parts. However, for services furnished on or after July 1, 2010, the Patient Protection and Affordable Care Act, or PPACA, requires the full 50% reduction to be implemented, as mandated by the DRA.

Regulatory updates to payment rates for which we bill the Medicare program directly are published annually by CMS in the Federal Register. For payments under the Physician Fee Schedule for calendar year 2010, CMS changed the way it calculates components of the Medicare Physician Fee Schedule. First, CMS reduced payment rates for certain diagnostic services using equipment costing more than $1 million through revisions to usage assumptions from the current 50% usage rate to a 90% usage rate. This change applied to MRI and CT scans. The Health Care and Education Affordability Reconciliation Act (the “Reconciliation Act”), signed into law on March 30, 2010, resets the assumed usage rate for diagnostic imaging equipment costing more than $1 million to a rate of 75%, effective for payments made under the 2011 Medicare Physician Fee Schedule and subsequent years. Further with respect to its 2010 changes, CMS also reduced

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payment for services primarily involving the technical component rather than the physician work component, including the services we provide, by adjusting downward malpractice payments for these services. The reductions primarily impacted radiology and other diagnostic tests. All these changes to the Medicare Physician Fee Schedule will be transitioned over a four-year period such that beginning in 2013, CMS will fully implement the revised payment rates. For the 2010 transitioned payment, CMS estimates the impact of its changes will result in a 5% reduction in radiology, 18% reduction in nuclear medicine and 12% reduction for all suppliers providing the technical component of diagnostic tests generally.

State and federal anti-kickback and anti-self-referral laws may adversely affect income.

Various federal and state laws govern financial arrangements among healthcare providers. The federal Anti-kickback Law prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of Medicare, Medicaid, or other federal healthcare program patients, or in return for, or to induce, the purchase, lease or order of items or services that are covered by Medicare, Medicaid, or other federal healthcare programs. Similarly, many state laws prohibit the solicitation, payment or receipt of remuneration in return for, or to induce the referral of patients in private as well as government programs. Violation of these Anti-kickback Laws may result in substantial civil or criminal penalties for individuals or entities and/or exclusion from federal or state healthcare programs. We believe we are operating in compliance with applicable law and believe that our arrangements with providers would not be found to violate the Anti-kickback Laws. However, these laws could be interpreted in a manner inconsistent with our operations.

Federal law prohibiting physician self-referrals, known as the Stark Law, prohibits a physician from referring Medicare or Medicaid patients to an entity for certain “designated health services” if the physician has a prohibited financial relationship with that entity, unless an exception applies. Certain radiology services are considered “designated health services” under the Stark Law. Although we believe our operations do not violate the Stark Law, our activities may be challenged. If a challenge to our activities is successful, it could have an adverse effect on our operations. In addition, legislation may be enacted in the future that further addresses Medicare and Medicaid fraud and abuse or that imposes additional requirements or burdens on us.

In addition, under the DRA, states enacting false claims statutes similar to the federal False Claims Act, which establish liability for submission of fraudulent claims to the State Medicaid program and contain qui tam or whistleblower provisions, receive an increased percentage of any recovery from a State Medicaid judgment or settlement. Adoption of new false claims statutes in states where we operate may impose additional requirements or burdens on us.

Complying with federal and state regulations is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.

We are directly or indirectly through the radiology practices with which we contract subject to extensive regulation by both the federal government and the state governments in which we provide services, including:

• the federal False Claims Act;

• the federal Medicare and Medicaid Anti-kickback Laws, and state anti-kickback prohibitions;

• federal and state billing and claims submission laws and regulations;

• the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), and comparable state laws;

• the federal physician self-referral prohibition commonly known as the Stark Law and the state equivalent of the Stark Law;

• state laws that prohibit the practice of medicine by non-physicians and prohibit fee-splitting arrangements involving physicians;

• federal and state laws governing the diagnostic imaging and therapeutic equipment we use in our business concerning patient safety, equipment operating specifications and radiation exposure levels; and

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• state laws governing reimbursement for diagnostic services related to services compensable under workers compensation rules.

If our operations are found to be in violation of any of the laws and regulations to which we or the radiology practices with which we contract are subject, we may be subject to the applicable penalty associated with the violation, including civil and criminal penalties, damages, fines and the curtailment of our operations. Any penalties, damages, fines or curtailment of our operations, individually or in the aggregate, could adversely affect our ability to operate our business and our financial results. The risks of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action brought against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

If we fail to comply with various licensure, certification and accreditation standards, we may be subject to loss of licensure, certification or accreditation, which would adversely affect our operations.

Ownership, construction, operation, expansion and acquisition of our diagnostic imaging facilities are subject to various federal and state laws, regulations and approvals concerning licensing of personnel, other required certificates for certain types of healthcare facilities and certain medical equipment. In addition, freestanding diagnostic imaging facilities that provide services independent of a physician’s office must be enrolled by Medicare as an independent diagnostic treatment facility, or IDTF, to bill the Medicare program. Medicare carriers have discretion in applying the IDTF requirements and therefore the application of these requirements may vary from jurisdiction to jurisdiction. In addition, federal legislation requires all suppliers that provide the technical component of diagnostic MRI, PET/CT, CT, and nuclear medicine to be accredited by an accreditation organization designated by CMS (which currently include the American College of Radiology (“ACR”), the Intersocietal Accreditation Commission (“IAC”) and the Joint Commission) by January 1, 2012. Our MRI, CT, nuclear medicine, ultrasound and mammography facilities are currently accredited by the ACR. We may not be able to receive the required regulatory approvals or accreditation for any future acquisitions, expansions or replacements, and the failure to obtain these approvals could limit the opportunity to expand our services.

Our facilities are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensure and certification. If any facility loses its certification under the Medicare program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs. For the year ended December 31, 2009, approximately 23% of our net revenue came from the Medicare and Medicaid programs. A change in the applicable certification status of one of our facilities could adversely affect our other facilities and in turn us as a whole. We have experienced a slowdown in the credentialing of our physicians over the last several years which has lengthened our billing and collection cycle, and could negatively impact our ability to collect revenue from patients covered by Medicare. Credentialing of physicians is required by our payors prior to commencing payment.

Our agreements with the contracted radiology practices must be structured to avoid the corporate practice of medicine and fee-splitting.

State law prohibits us from exercising control over the medical judgments or decisions of physicians and from engaging in certain financial arrangements, such as splitting professional fees with physicians. These laws are enforced by state courts and regulatory authorities, each with broad discretion. A component of our business has been to enter into management agreements with radiology practices. We provide management, administrative, technical and other non-medical services to the radiology practices in exchange for a service fee typically based on a percentage of the practice’s revenue. We structure our relationships with the radiology practices, including the purchase of diagnostic imaging facilities, in a manner that we believe keeps us from engaging in the practice of medicine or exercising control over the medical judgments or decisions of the radiology practices or their physicians, or violating the prohibitions against fee-splitting. There can be no assurance that our present arrangements with BRMG or the physicians providing medical services and medical supervision at our imaging facilities will not be challenged, and, if challenged, that they will not be found to violate the corporate practice of medicine or fee splitting prohibitions, thus subjecting us to potential damages,

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injunction and/or civil and criminal penalties or require us to restructure our arrangements in a way that would affect the control or quality of our services and/or change the amounts we receive under our management agreements. Any of these results could jeopardize our business.

Newly enacted and future federal legislation could limit the prices we can charge for our services, which would reduce our revenue and adversely affect our operating results.

The PPACA and the Reconciliation Act introduced certain changes that may result in decreased revenue for the scans we perform. Among other things, the new legislation will adjust Medicare payment rates for physician imaging services in an attempt to better reflect actual usage, by revising upward the assumed usage rate for diagnostic imaging equipment costing more than $1 million. For certain diagnostic services performed on or after January 1, 2011, the legislation reduces the assumed usage rate for such equipment from CMS’s current rate of 90% to a rate of 75%, resulting in an increase in payment rates for such services. The new legislation also adjusts the technical component discount on single-session imaging studies on contiguous body parts from 25% to 50% as initially mandated by DRA. These latter changes will reduce payments for the applicable services and thus may result in a decrease in the associated revenues we receive. Other changes in reimbursement for services rendered by Medicare Advantage plans may reduce the revenues we receive for services rendered to Medicare Advantage enrollees.

We cannot predict at this time the full impact of the healthcare reform measures, nor can we predict the extent to which future reform measures may be initiated and implemented.

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FORWARD-LOOKING STATEMENTS

This prospectus includes statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus that are not statements of historical fact that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “assumption” or the negative of these terms or other comparable terminology. The forward-looking statements contained herein reflect our current views with respect to future events and are based on our currently available financial, economic and competitive data and on current business plans. Actual events or results may differ materially depending on risks and uncertainties that may affect our operations, markets, services, prices and other factors.

We intend that all forward-looking statements made will be subject to the safe harbor protection of the federal securities laws pursuant to Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are based upon, among other things, our assumptions with respect to:

• future revenues;

• expected performance and cash flows;

• changes in regulations affecting the Issuer;

• changes in third-party reimbursement rates;

• the outcome of litigation;

• the availability of radiologists at Beverly Radiology Medical Group III and our other contracted radiology practices;

• competition;

• acquisitions and divestitures of businesses;

• joint ventures and other business arrangements;

• access to capital and the terms relating thereto;

• technological changes in our industry;

• successful execution of internal plans;

• compliance with our debt covenants; and

• anticipated costs of capital investments.

Although forward-looking statements reflect management’s good faith beliefs, they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise. These forward-looking statements are subject to numerous risks and uncertainties described in “Risk Factors.” Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

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THE REFINANCING TRANSACTIONS

On April 6, 2010, Radnet Management issued and sold $200,000,000 in 10 3/8% senior notes due 2018, which are the subject of the exchange offer described in this prospectus, to the initial purchasers, Deutsche Bank Securities Inc., Barclays Capital Inc., RBC Capital Markets Corporation and Jefferies & Company Inc. All payments of the 10 3/8% senior notes due 2018, including principal and interest, are guaranteed jointly and severally on a senior unsecured basis by RadNet, Inc. and all of Radnet Management’s current and future domestic wholly owned restricted subsidiaries. The 10 3/8% notes due 2018 were issued under an indenture, dated April 6, 2010, by and among Radnet Management, as issuer, RadNet, Inc., as parent guarantor, the subsidiary guarantors listed on the “Table of Additional Registrant Guarantors,” and U.S. Bank National Association, as trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. Please refer to the section entitled “Description of Notes” for additional information on the material provisions of the indenture and the notes.

In connection with the sale of the 10 3/8% senior notes due 2018, Radnet Management, RadNet, Inc. and the guarantors listed on the “Table of Additional Registrant Guarantors” entered into a registration rights agreement, dated as of April 6, 2010, with Deutsche Bank Securities Inc. and Barclays Capital Inc., as the representatives of the initial purchasers of the Notes. Pursuant to this registration rights agreement, Radnet Management, RadNet, Inc. and the other subsidiary guarantors listed on the “Table of Additional Registrant Guarantors” agreed to file a registration statement in connection with, and to consummate an exchange offer enabling holders of the 10 3/8% senior notes due 2018 to exchange the 10 3/8% senior notes due 2018 for publicly registered exchange notes with nearly identical terms.

On April 6, 2010, Radnet Management entered into a Credit and Guaranty Agreement with Barclays Capital, Deutsche Bank Securities Inc., GE Capital Markets, Inc. and Royal Bank of Canada, as joint bookrunners and joint lead arrangers, Barclays Bank PLC, as administrative agent and collateral agent, and certain other lenders, whereby Radnet Management obtained $385,000,000 in senior secured first lien bank financing, consisting of (i) a $285,000,000, six-year term loan facility and (ii) a $100,000,000, five-year revolving credit facility, including a swing line subfacility and a letter of credit subfacility. Radnet Management’s obligations under this Credit and Guaranty Agreement are unconditionally guaranteed by RadNet, Inc., all of Radnet Management’s current and future wholly owned domestic subsidiaries as well as certain affiliates, including Beverly Radiology Medical Group III and its equity holders (Beverly Radiology Medical Group, Inc., BreastLink Medical Group, Inc. and ProNet Imaging Medical Group, Inc.). See “Selected Historical Consolidated Financial Data,” “Certain Relationships and Related Party Transactions” and “Description of Other Indebtedness.” These New Credit Facilities created by the Credit and Guaranty Agreement are secured by a perfected first priority security interest in all of Radnet Management’s and the guarantors’ tangible and intangible assets, including, but not limited to, pledges of equity interests of Radnet Management and all of our current and future wholly owned domestic subsidiaries.

In connection with the issuance of the 10 3/8% senior notes due 2018 and entering into the Credit and Guaranty Agreement, Radnet Management used the net proceeds from the issuance of the 10 3/8% senior notes due 2018 and the New Credit Facilities created by the Credit and Guaranty Agreement to repay all outstanding amounts under its existing first lien term loan for $242.6 million in aggregate principal amount outstanding, which would have matured on November 15, 2012, and the existing second lien term loan for $170.0 million in aggregate principal amount outstanding, which would have matured on November 15, 2013.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2010.

You should read this table in conjunction with the information contained in “The Refinancing Transactions,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

	As of June 30, 2010
	(unaudited)
	(in millions)
Cash and cash equivalents	$	20.5
Debt
Revolving Credit Facility	$	—
Term Loan		284.3
Total Bank Debt		284.3
Capital Leases and other secured notes		27.7
Total Secured Debt		312.0
10 3/8% Senior Unsecured Notes offered hereby		197.4	(1)
Other Unsecured Debt		1.0
Total Debt		510.4
Equity Deficit
Common stock – $0.0001 par value, 200,000,000 shares authorized, 36,979,725 shares issued and outstanding		—
Paid-in capital		160.2
Accumulated other comprehensive loss		(2.7	)
Accumulated deficit(2)		(245.9	)
Total RadNet, Inc.’s equity deficit		(88.4	)
Noncontrolling interests		.1
Total equity deficit		(88.3	)
Total Capitalization	$	529.0

(1) The outstanding notes were issued at a discount of approximately $2.6 million and were recorded on our balance sheet at their discounted amount of $197.4 million with the $2.6 million discount to be amortized over the life of the notes as interest expense.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected historical consolidated financial data. The selected consolidated statements of operations data set forth below for the years ended December 31, 2009, 2008 and 2007, and the consolidated balance sheet data as of December 31, 2009 and 2008 are derived from our audited consolidated financial statements and notes thereto included elsewhere herein. The consolidated statement of operations data set forth below for the three months and six months ended June 30, 2010 and 2009 and the consolidated balance sheet data as of June 30, 2010 and 2009 were derived from our unaudited consolidated financial statements and notes thereto. The selected consolidated statements of operations data set forth below for the years ended October 31, 2006 and 2005 and the two-months ended December 31, 2006, and the consolidated balance sheet data set forth below as of December 31, 2007 and 2006 and October 31, 2006 and 2005, are derived from our audited consolidated financial statements not included herein. The selected consolidated statements of operations data set forth below for the year ended December 31, 2006, and as of and for the two-months ended December 31, 2005 are unaudited.

This data should be read in conjunction with and is qualified in its entirety by reference to the audited and unaudited consolidated financial statements and the related notes included elsewhere herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected consolidated statement of operations data for the year ended December 31, 2006 was calculated by subtracting the data for the two-months ended December 31, 2005, from the data for the year ended October 31, 2006, and then adding the data for the two-months ended December 31, 2006. In the opinion of management, our unaudited consolidated financial data has been prepared on the same basis as the audited consolidated financial statements and contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position and results of operations for the relevant periods.

The financial data set forth below and discussed in this prospectus are derived from the consolidated financial statements of RadNet, Inc., its subsidiaries and certain affiliates. As described further in Note 1 to the accompanying financial statements included elsewhere herein, as a result of the contractual and operational relationship among Beverly Radiology Medical Group III (“BRMG”), Dr. Berger and us, we are considered to be the primary beneficiary of the operations of BRMG, which we have determined is a variable interest entity pursuant to applicable accounting guidance. Consequently, we are required to include BRMG as a consolidated entity in our consolidated financial statements. This means, for example, that revenue generated by BRMG from the provision of professional medical services to our patients, as well as BRMG’s costs of providing those services, are included as net revenue and operating expenses, respectively, in our consolidated statement of operations, whereas the management fee that BRMG pays to us under our management agreement with BRMG is eliminated as a result of the consolidation of our results with those of BRMG. If BRMG were not treated as a consolidated entity in our consolidated financial statements, the presentation of certain items in our income statement, such as net revenue and costs and expenses, would change but our net income would not materially change, because in operation and historically, the annual revenue of BRMG from all sources closely approximates its expenses, including Dr. Berger’s compensation, fees payable to us and amounts payable to third parties. BRMG is a guarantor under our New Credit Facilities, but does not guarantee the notes.

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	Three Months Ended, June 30,						Six Months Ended June 30,						Years Ended December 31,												Two Months Ended December 31,						Year Ended October 31,
	2010			2009			2010			2009			2009			2008			2007			2006			2006			2005			2006			2005
	(unaudited)			(unaudited)			(unaudited)			(unaudited)												(unaudited)						(unaudited)
	(dollars in thousands, except per share data)
Statement of Operations Data:
Net revenue	$	138,951		$	131,146		$	263,129		$	259,149		$	524,368		$	498,815		$	423,576		$	192,859		$	57,374		$	22,520		$	161,005		$	145,573
Operating expenses		106,205			99,716			204,844			196,729			397,753			384,297			330,550			147,226			46,033			19,149			120,342			109,012
Depreciation and amortization		13,876			13,212			27,151			26,386			53,800			53,548			45,281			19,542			5,907			2,759			16,394			17,536
Provision for bad debts		8,468			8,369			16,145			16,343			32,704			30,832			27,467			10,707			3,907			826			7,626			4,929
Loss (gain) on sale of equipment, net		51			277			155			303			523			516			72			335			(38	)		—			373			696
Gain on bargain purchase		—			(1,387	)		—			(1,387	)		(1,387	)		—			—			—			—			—			—			—
Gain from sale of joint venture interests		—			—			—			—			—			—			(1,868	)		—			—			—			—			—
Net loss attributable to RadNet, Inc. common stockholders		(11,756	)		(336	)		(15,867	)		(1,178	)		(2,267	)		(12,836	)		(18,131	)		(17,722	)		(10,983	)		(155	)		(6,894	)		(3,570	)
Basic and diluted loss per share		(0.32	)		(0.01	)		(0.43	)		(0.03	)		(0.06	)		(0.36	)		(0.52	)		(0.57	)		(0.35	)		(0.01	)		(0.33	)		(0.17	)
Ratio of earnings to fixed charges (unaudited)(1)		.56x			.99x			.65x			.94x			.96x			.78x			.71x			.48x			.11x			.95x			.73x			.82x
Balance Sheet Data:
Cash and cash equivalents	$	20,476		$	—		$	20,476		$	—		$	10,094		$	—		$	18		$	3,221		$	3,221		$	2		$	2		$	2
Total assets		529,000			482,288			529,000			482,288			480,671			496,109			433,620			394,766			394,766			119,112			131,636			117,784
Total long-term liabilities		520,813			467,129			520,813			467,129			456,727			469,994			428,743			381,903			381,903			23,586			179,288			23,840
Total liabilities		617,335			559,711			617,335			559,711			555,432			577,139			503,244			440,508			440,508			189,725			210,430			191,866
Working capital (deficit)		31,373			12,529			31,373			12,529			9,204			2,720			23,180			31,230			31,230			(141,586	)		2,896			(143,430	)
Stockholders’ deficit		(88,335	)		(77,423	)		(88,335	)		(77,423	)		(74,761	)		(81,030	)		(69,830	)		(46,996	)		(46,996	)		(70,613	)		(78,794	)		(74,082	)

(1) Ratio of earnings to fixed charges was calculated by dividing earnings by fixed charges. For purposes of calculating the ratio of earnings to fixed charges, earnings are defined as income (loss) before income taxes, plus noncontrolling interest, plus distributions from unconsolidated investees, plus fixed charges, less income from equity investments. Fixed charges are the sum of interest on all indebtedness, amortization of debt issuance costs and estimated interest on rental expense. Earnings were inadequate to cover fixed charges by $14.4 million and $2.5 million for the years ended December 31, 2008 and 2009, respectively, $0.2 million and $11.2 million for the three months ended June 30, 2009 and 2010, respectively, and $1.8 million and $13.7 million for the six months ended June 30, 2009 and 2010, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations with “Selected Historical Consolidated Financial Data” and the consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risk and uncertainties, including but not limited to those described in the “Risk Factors” section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements. You should read “Forward-Looking Statements” and “Risk Factors.”

Overview

Business Overview

With 191 centers, as of June 30, 2010, located in California, Delaware, Maryland, New Jersey, Florida, Kansas and New York, we are the leading national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States based on number of locations and annual imaging revenue. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, often minimizing the cost and amount of care for patients. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services, a key point of differentiation from our competitors. Our multi-modality strategy diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within our selected geographies provides close, long-term relationships with key payors, radiology groups and referring physicians. Each of our facility managers is responsible for meeting our standards of patient service, managing relationships with local physicians and payors and maintaining profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

As of June 30, 2010, we had in operation 147 MRI systems, 86 CT systems, 33 PET or combination PET/CT systems, 42 nuclear medicine systems, 157 X-ray systems, 131 mammography systems and 93 fluoroscopy systems.

Our revenue is derived from a diverse mix of payors, including private payors, managed care capitated payors and government payors. We believe our payor diversity mitigates our exposure to possible unfavorable reimbursement trends within any one-payor class. In addition, our experience with capitation arrangements over the last several years has provided us with the expertise to manage utilization and pricing effectively, resulting in a predictable stream of revenue. For the three months ended June 30, 2010, we received approximately 55.5% of our revenue from commercial insurance payors, 15.6% from managed care capitated payors, 19.5% from Medicare and 3.0% from Medicaid. With the exception of Blue Cross/Blue Shield and government payors, no single payor accounted for more than 5% of our net revenue for the six months ended June 30, 2010 or the 12 months ended December 31, 2009.

The consolidated financial statements include the accounts of Radnet Management and BRMG. The consolidated financial statements also include Radnet Management I, Inc., Radnet Management II, Inc., Radiologix, Inc., Radnet Management Imaging Services, Inc., Delaware Imaging Partners, Inc., New Jersey Imaging Partners, Inc. and Diagnostic Imaging Services, Inc. (DIS), all wholly owned subsidiaries of Radnet Management. All of these affiliated entities are referred to collectively in this prospectus as “RadNet,” “we,” “us,” “our” or the “Company.”

Recent Developments

On January 1, 2010, we completed the acquisition of Union Imaging Center in Union, New Jersey from Modern Medical Modalities Corporation for approximately $5.4 million in cash and the issuance of 75,000 shares of RadNet, Inc. common stock valued at approximately $153,000 on the date of acquisition. The center

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operates imaging modalities including MRI, CT, PET/CT, mammography, ultrasound, nuclear medicine and X-ray. We have made a preliminary purchase price allocation of the acquired assets and liabilities, and approximately $1.9 million of fixed assets and $3.7 million of goodwill was recorded with respect to this transaction.

On February 28, 2010, we amended and extended for approximately five years our arrangement with GE Medical Systems under which it has agreed to be responsible for maintenance and repair of a majority of our equipment through 2017. Under this amended contract, we have obtained lower pricing for the maintenance and repair of the majority of our advanced imaging equipment and we will be eligible to earn rebates from purchasing other General Electric products and services, such as medical equipment and information technology. We believe this revised contract will provide us significant cost savings through the term of the agreement.

On March 1, 2010, we completed the acquisition of Anaheim Open MRI in Anaheim, California for cash consideration of $910,000. The facility operates MRI, CT, ultrasound and X-ray, and has been rebranded as Anaheim Advanced Imaging. We have made a preliminary purchase price allocation of the acquired assets and liabilities, and approximately $605,000 of fixed assets and $305,000 of goodwill was recorded with respect to this transaction.

On March 15, 2010, we acquired the imaging practice of Theodore Feit, M.D., Inc. in Burbank, California for cash consideration of $350,000. We have made a purchase price allocation of the acquired assets and liabilities, and approximately $350,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On April 1, 2010, we completed the acquisition of Truxtun Medical Group in Bakersfield, California for approximately $20.3 million in cash and the issuance of 375,000 shares of RadNet, Inc. common stock valued at approximately $1.2 million on the date of acquisition. Truxtun operates four multi-modality facilities in Bakersfield, a Metropolitan Statistical Area with a population exceeding 800,000 residents in Kern County, California. Truxtun provides a broad range of services including MRI, CT, PET/CT, mammography, nuclear medicine, fluoroscopy, ultrasound, X-ray and related procedures. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and approximately $2.4 million of working capital, $6.3 million of fixed assets, $150,000 of other intangible assets related to covenant not to compete contracts, and $12.7 million of goodwill was recorded with respect to this transaction.

On April 6, 2010, we completed the Refinancing Transactions. See “The Refinancing Transactions.”

On April 30, 2010, we acquired three multi-modality facilities from Sonix Medical Resources, Inc. through a bankruptcy proceeding in New York for approximately $2.3 million in cash. The facilities located in Brooklyn, New York, Chatham, New Jersey and Haddon Heights, New Jersey operate a combination of MRI, CT, mammography, ultrasound, fluoroscopy, X-ray and related modalities. We made a preliminary purchase price allocation of the acquired assets and assumed liabilities and approximately $1.4 million of fixed assets and $900,000 of goodwill was recorded with respect to this transaction.

On April 30, 2010, we also completed the acquisition of Delaware Diagnostic Services, Inc. (Limestone) in Wilmington, Delaware for approximately $87,000. We have made a preliminary purchase price allocation of the acquired assets and liabilities and $87,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On May 1, 2010, we completed the acquisition of Touchstone Imaging of Bowie, LLC in Bowie, Maryland for approximately $595,000. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and $595,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On August 11, 2010, we completed the acquisition of three imaging centers from the New Jersey operating subsidiary of Health Diagnostics located in Edison, Old Bridge and Green Brook, New Jersey for approximately $3.5 million. Imaging modalities include MRI, CT, PET/CT, mammography, ultrasound and X-ray.

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Industry Trends

Prior to 2007, for services for which we bill Medicare directly, we were paid under the Medicare Physician Fee Schedule, which is updated on an annual basis. Under the Medicare statutory formula, payments under the Physician Fee Schedule would have decreased for the past several years if Congress failed to intervene. For example, for 2008, the fee schedule rates were to be reduced by approximately 10.1%. The Medicare, Medicaid and SCHIP Extension Act of 2007 eliminated the 10.1% reduction for 2008 and increased the annual payment rate update by 0.5%. This increase to the annual Medicare Physician Fee Schedule payment update was effective only for Medicare claims with dates of service between January 1, 2008 and June 30, 2008. Beginning July 1, 2008, under MIPPA, the 0.5% increase was continued for the rest of 2008. In addition, MIPPA established a 1.1% increase to the Medicare Physician Fee Schedule payment update for 2009.

For 2010, CMS projected a rate reduction of 21.2%. On December 19, 2009, President Obama signed into law the Department of Defense Appropriations Act, 2010 which includes a zero percent Medicare physician update through February 28, 2010. This was further extended through March 31, 2010 and later through May 31, 2010 by the Temporary Extension Act of 2010 and the Continuing Extension Act of 2010, signed into law by President Obama on March 2, 2010 and April 15, 2010, respectively. Further action was taken on June 25, 2010, when the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 was signed into law. Section 101 of Pub. L. 111 – 192 provides for a 2.2% update to the 2010 Physician Fee Schedule effective for dates of service June 1, 2010 through November 30, 2010. This incremental legislation is designed to delay the 21.2% payment reductions inherent in the statutory payment formula. On July 13, 2010, the proposed Calendar Year 2011 Medicare Physician Fee Schedule regulation was published in the Federal Register. Payments under the Physician Fee Schedule will be reduced in 2011 by 6.1%, in addition to the 21.2% rate reduction that will go into effect if Congress fails to intervene. If implemented, the resulting decrease in payment will adversely impact our revenues and results of operations.

MIPPA also modified the methodology by which the budget neutrality formula was applied to the 2009 physician fee schedule payment rates, resulting in an overall reduction in payment rates for services performed by many specialties, including an estimated 1% reduction for nuclear medicine. The impact of the payment rates on specific companies depends on their service mix. Also with respect to MIPPA, the legislation requires all suppliers that provide the technical component of diagnostic MRI, PET/CT, CT, and nuclear medicine to be accredited by an accreditation organization designated by CMS (which currently include the ACR, the IAC and The Joint Commission) by January 1, 2012. Our MRI, CT, nuclear medicine, ultrasound and mammography facilities are currently accredited by the ACR.

A number of other legislative changes impact our retail business. For example, beginning on January 1, 2007, the DRA imposed caps on Medicare payment rates for certain imaging services furnished in physician’s offices and other non-hospital based settings. Under the cap, payments for specified imaging services cannot exceed the hospital outpatient payment rates for those services. The limitation is applicable to the technical components of the diagnostic imaging services only, which is the payment we receive for the services for which we bill directly under the Medicare Physician Fee Schedule. CMS issues on an annual basis the hospital outpatient prospective payment rates, which are used to develop the caps. If the technical component of the service established under the Physician Fee Schedule (without including geographic adjustments) exceeds the hospital outpatient payment amount for the service (also without including geographic adjustments), then the payment is to be reduced. In other words, in those instances where the technical component for the particular service is greater for the non-hospital site, the DRA directs that the hospital outpatient payment rate be substituted for the otherwise applicable Physician Fee Schedule payment rate.

The DRA also codified the reduction in reimbursement for multiple images on contiguous body parts, which was previously announced by CMS. The DRA mandated payment at 100% of the technical component of the higher priced imaging procedure and 50% for the technical component of each additional imaging procedure for multiple images of contiguous body parts within a family of codes performed in the same session. Initially, CMS announced that it would phase in this reimbursement reduction over a two-year period, to include a 25% reduction for each additional imaging procedure on contiguous body parts in 2006 and an additional 25% reduction in 2007. CMS did not implement the additional 25% reduction scheduled for 2007

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but for services furnished on or after July 1, 2010, the recently approved PPACA requires the full 50% percentage reduction to be implemented as mandated by the DRA.

Regulatory updates to payment rates for which we bill the Medicare program directly are published annually by CMS. For payments under the Physician Fee Schedule for calendar year 2010, CMS changed the way it calculates components of the Medicare Physician Fee Schedule. First, CMS reduced payment rates for certain diagnostic services using equipment costing more than $1 million through revisions to usage assumptions from the current 50% usage rate to a 90% usage rate. This change applied to MRI and CT scans. However, for certain diagnostic services performed on or after January 1, 2011, the Reconciliation Act reduces the assumed usage rate for such equipment from CMS’s current rate of 90% to a rate of 75%, resulting in an increase in payment rates for such services.

Recent global market and economic conditions have been unprecedented. Concerns about the potential long-term and widespread recession, inflation, energy costs, geopolitical issues, the availability and cost of credit, the United States mortgage market and a declining real estate market in the United States have contributed to increased market volatility and diminished expectations for the United States economy. These conditions, combined with declining business and consumer confidence and increased unemployment, have contributed to unusual volatility. At this time, it is unclear what impact this might have on our future revenues or business.

As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers. If market conditions continue, they may limit our ability to timely access the capital markets to meet liquidity needs, resulting in adverse effects on our financial condition and results of operations.

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Results of operations

The following table sets forth, for the periods indicated, the percentage that certain items in the statements of operations bears to net revenue.

RADNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,						Years Ended December 31,
	2010			2009			2010			2009			2009			2008			2007
NET REVENUE		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
OPERATING EXPENSES
Operating expenses		76.4	%		76.0	%		77.8	%		75.9	%		75.9	%		77.0	%		78.0	%
Depreciation and amortization		10.0	%		10.1	%		10.3	%		10.2	%		10.3	%		10.7	%		10.7	%
Provision for bad debts		6.1	%		6.4	%		6.1	%		6.3	%		6.2	%		6.2	%		6.5	%
Loss on sale of equipment		0.0	%		0.2	%		0.1	%		0.1	%		0.1	%		0.1	%		0.0	%
Severance costs		0.3	%		0.3	%		0.2	%		0.1	%		0.1	%		0.1	%		0.2	%
Total operating expenses		92.9	%		93.0	%		94.6	%		92.7	%		92.6	%		94.1	%		95.5	%
INCOME FROM OPERATIONS		7.1	%		7.0	%		5.4	%		7.3	%		7.4	%		5.9	%		4.5	%
OTHER EXPENSES (INCOME)
Interest expense		9.2	%		9.6	%		8.6	%		10.1	%		9.4	%		10.4	%		10.5	%
Loss on extinguishment of debt		7.1	%		0.0	%		3.8	%		0.0	%		0.0	%		0.0	%		0.0	%
Gain on bargain purchase		0.0	%		-1.1	%		0.0	%		-0.5	%		-0.3	%		.0	%		0.0	%
Gain from sale of joint venture interests		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		-0.4	%
Other expenses (income)		0.8	%		0.6	%		0.4	%		0.2	%		0.2	%		0.0	%		0.0	%
Total other expenses		17.1	%		9.1	%		12.8	%		9.7	%		9.4	%		10.4	%		10.0	%
LOSS BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		-10.0	%		-2.1	%		-7.4	%		-2.4	%		-1.9	%		-4.5	%		-5.5	%
Provision for income taxes		0.1	%		0.0	%		-0.1	%		0.0	%		-0.1	%		0.0	%		-0.1	%
Equity in earnings of joint ventures		1.4	%		1.9	%		1.5	%		2.0	%		1.6	%		2.0	%		1.4	%
NET LOSS		-8.4	%		-0.2	%		-6.0	%		-0.4	%		-0.4	%		-2.6	%		-4.1	%
Net income attributable to noncontrolling interests		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.1	%
NET LOSS ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS		-8.5	%		-0.3	%		-6.0	%		-0.5	%		-0.4	%		-2.6	%		-4.3	%

Three months ended June 30, 2010 compared to the three months ended June 30, 2009

Net revenue

Net revenue for the three months ended June 30, 2010 was $139.0 million compared to $131.2 million for the three months ended June 30, 2009, an increase of $7.8 million, or 6.0%.

Net revenue, including only those centers which were in operation throughout the second quarters of both 2010 and 2009, decreased $4.0 million, or 3.1%. This 3.1% decrease is primarily the result of a decline in patient scheduling during the first half of 2010. This comparison excludes revenue contributions from centers that were acquired or divested subsequent to April 1, 2009. For the three months ended June 30, 2010, net revenue from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $12.5 million. For the three months ended June 30, 2009, net revenue from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $718,000.

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Operating expenses

Operating expenses for the three months ended June 30, 2010 increased approximately $6.5 million, or 6.5%, from $99.7 million for the three months ended June 30, 2009 to $106.2 million for the three months ended June 30, 2010. The following table sets forth our operating expenses for the three months ended June 30, 2010 and 2009 (in thousands):

	Three Months Ended June 30,
	2010		2009
Salaries and professional reading fees, excluding stock-based compensation	$	58,429	$	52,938
Stock-based compensation		1,208		1,515
Building and equipment rental		11,996		11,084
Medical supplies		8,107		8,562
Other operating expenses*		26,465		25,617
Operating expenses		106,205		99,716
Depreciation and amortization		13,876		13,212
Provision for bad debts		8,468		8,369
Loss on sale of equipment, net		51		277
Severance costs		435		340
Total operating expenses	$	129,035	$	121,914

* Includes billing fees, office supplies, repairs and maintenance, insurance, business tax and license, outside services, utilities, marketing, travel and other expenses.

• Salaries and professional reading fees, excluding stock-based compensation and severance

Salaries and professional reading fees, excluding stock-based compensation and severance, increased $5.5 million, or 10.3%, to $58.4 million for the three months ended June 30, 2010 compared to $52.9 million for the three months ended June 30, 2009.

Salaries and professional reading fees, including only those centers which were in operation throughout the second quarters of both 2010 and 2009, increased $338,000, or 0.6%. This comparison excludes contributions from centers that were acquired or divested subsequent to April 1, 2009. For the three months ended June 30, 2010, salaries and professional reading fees from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $5.4 million. For the three months ended June 30, 2009, salaries and professional reading fees from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $235,000.

• Stock-based compensation

Stock-based compensation decreased $307,000, or 20.2%, to $1.2 million for the three months ended June 30, 2010 compared to $1.5 million for the three months ended June 30, 2009. The decrease is primarily due to a larger number of options granted during the first half of 2009 that vested on the date of grant compared to the same period of 2010.

• Building and equipment rental

Building and equipment rental expenses increased $912,000, or 8.2%, to $12.0 million for the three months ended June 30, 2010 compared to $11.1 million for the three months ended June 30, 2009.

Building and equipment rental expenses, including only those centers which were in operation throughout the second quarters of both 2010 and 2009, decreased $143,000, or 1.3%. This comparison excludes contributions from centers that were acquired or divested subsequent to April 1, 2009. For the three months ended June 30, 2010, building and equipment rental expenses

42

from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $1.2 million. For the three months ended June 30, 2009, building and equipment rental expenses from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $115,000.

• Medical supplies

Medical supplies expense decreased $455,000, or 5.3%, to $8.1 million for the three months ended June 30, 2010 compared to $8.6 million for the three months ended June 30, 2009.

Medical supplies expense, including only those centers which were in operation throughout the second quarters of both 2010 and 2009, decreased $931,000, or 10.9%. This 10.9% decrease is primarily due to a change in vendors supplying certain drugs used in operating our Breastlink centers as well as obtaining certain rebates during the second quarter of 2010. This comparison excludes contributions from centers that were acquired or divested subsequent to April 1, 2009. For the three months ended June 30, 2010, medical supplies expense from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $507,000. For the three months ended June 30, 2009, medical supplies expense from centers that were acquired subsequent to April 1, 2009 and excluded from the above comparison was $31,000.

• Depreciation and amortization

Depreciation and amortization increased $644,000, or 5.0%, to $13.9 million for the three months ended June 30, 2010 compared to the same period last year. The increase is primarily due to property and equipment additions for existing centers as well as newly acquired centers.

• Provision for bad debts

Provision for bad debts increased $99,000, or 1.2%, to $8.5 million, or 6.1% of net revenue, for the three months ended June 30, 2010 compared to $8.4 million, or 6.4% of net revenue, for the three months ended June 30, 2009.

Interest expense

Interest expense for the three months ended June 30, 2010 increased approximately $151,000, or 1.2%, to $12.7 million for the three months ended June 30, 2010 compared to $12.5 million for the three months ended June 30, 2009. Interest expense for the three months ended June 30, 2010 included $306,000 of amortization of Accumulated Other Comprehensive Loss associated with fair value adjustments to our interest rate swaps accumulated prior to April 6, 2010, the date of our debt refinancing. See “Liquidity and Capital Resources” below for more details on our debt refinancing. Interest expense for the three months ended June 30, 2009 included $1.8 million of amortization of Accumulated Other Comprehensive Loss associated with fair value adjustments accumulated prior to our January 28, 2009 modification of interest rate swaps. Excluding these adjustments to interest expense related to our interest rate swaps in both periods, interest expense increased $1.7 million, which was primarily due to interest on our additional borrowings under the debt refinancing completed April 6, 2010.

Loss on extinguishment of debt

For the three months ended June 30, 2010, we recorded a $9.9 million loss on extinguishment of debt related to our debt refinancing completed on April 6, 2010. This loss included $7.6 million write-off of deferred loan costs associated with our GE debt settled on April 6, 2010 as well as approximately $2.3 million to settle a call premium associated with our prior credit facilities and for interest rate swap related expenses.

Other expenses

For the three months ended June 30, 2010 we recorded $1.2 million of other expenses related to fair value adjustments on our interest rate swaps. For the three months ended June 30, 2009 we recorded $252,000 of other income related to fair value adjustments on our interest rate swaps, offset by $1.0 million of other expense primarily related to litigation.

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Gain on bargain purchase

On June 12, 2009, we acquired the assets and business of nine imaging centers located in New Jersey from Medical Resources, Inc.

In accordance with SFAS No. 141(R) codified in FASB ASC Topic 805, any excess of fair value of acquired net assets over the acquisition consideration results in a gain on bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The Company underwent such a reassessment, and as a result, has recorded a gain on bargain purchase of approximately $1.4 million for the three months ended June 30, 2009.

We believe that the gain on bargain purchase resulted from various factors that impacted the sale of these New Jersey assets. The seller was performing a full liquidation of its assets for the benefit of its creditors. Upon liquidation of all of its assets, the seller intended to close its business. The New Jersey assets were the only remaining assets to be sold before a full wind-down of the seller’s business could be completed. We believe that the seller was willing to accept a bargain purchase price from us in return for our ability to act more quickly and with greater certainty than any other prospective acquirer. The decline in the credit markets made it difficult for other acquirers who relied upon third party financing to complete the transaction. The relatively small size of the transaction for us, the lack of required third-party financing and our expertise in completing similar transactions in the past gave the seller confidence that we could complete the transaction expeditiously and without difficulty.

Equity in earnings from unconsolidated joint ventures

For the three months ended June 30, 2010, we recognized equity in earnings from unconsolidated joint ventures of $2.0 million compared to $2.5 million for the three months ended June 30, 2009.

Six months ended June 30, 2010 compared to the six months ended June 30, 2009

Net revenue

Net revenue for the six months ended June 30, 2010 was $263.1 million compared to $259.1 million for the six months ended June 30, 2009, an increase of $4.0 million, or 1.5%.

Net revenue, including only those centers which were in operation throughout the first half of both 2010 and 2009, decreased $12.7 million, or 4.9%. This 4.9% decrease is primarily the result of a decline in patient scheduling during the first half of 2010, much of which was due to unusually severe weather conditions on the east coast during the first quarter. This comparison excludes revenue contributions from centers that were acquired or divested subsequent to January 1, 2009. For the six months ended June 30, 2010, net revenue from centers that were acquired subsequent to January 1, 2009 and excluded from the above comparison was $17.9 million. For the six months ended June 30, 2009, net revenue from centers that were acquired subsequent to January 1, 2009 and excluded from the above comparison was $1.2 million.

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Operating expenses

Operating expenses for the six months ended June 30, 2010 increased approximately $8.1 million, or 4.1%, from $196.7 million for the six months ended June 30, 2009 to $204.8 million for the six months ended June 30, 2010. The following table sets forth our operating expenses for the six months ended June 30, 2010 and 2009 (in thousands):

	Six Months Ended June 30,
	2010		2009
Salaries and professional reading fees, excluding stock-based compensation	$	113,249	$	105,838
Stock-based compensation		2,027		2,224
Building and equipment rental		23,248		21,622
Medical supplies		14,870		16,459
Other operating expenses*		51,450		50,586
Operating expenses		204,844		196,729
Depreciation and amortization		27,151		26,386
Provision for bad debts		16,145		16,343
Loss on sale of equipment, net		155		303
Severance costs		567		357
Total operating expenses	$	248,862	$	240,118

* Includes billing fees, office supplies, repairs and maintenance, insurance, business tax and license, outside services, utilities, marketing, travel and other expenses.

• Salaries and professional reading fees, excluding stock-based compensation and severance

Salaries and professional reading fees increased $7.4 million, or 7.0%, to $113.2 million for the six months ended June 30, 2010 compared to $105.8 million for the six months ended June 30, 2009.

Salaries and professional reading fees, including only those centers which were in operation throughout the first half of both 2010 and 2009, increased $2.2 million, or 2.1%. This 2.1% increase is due in part to an increase in the number of doctors employed by BRMG associated with the expansion of our breast care centers. This comparison excludes contributions from centers that were acquired or divested subsequent to January 1, 2009. For the six months ended June 30, 2010, salaries and professional reading fees from centers that were acquired subsequent to January 1, 2009 and excluded from the above comparison was $5.6 million. For the six months ended June 30, 2009, salaries and professional reading fees from centers that were acquired subsequent to January 1, 2009 and excluded from the above comparison was $417,000.

• Stock-based compensation

Stock-based compensation decreased $196,000, or 8.9%, to $2.0 million for the six months ended June 30, 2010 compared to $2.2 million for the six months ended June 30, 2009. The decrease is primarily due to a larger number of options granted during the first half of 2009 that vested on the date of grant compared to the same period of 2010.

• Building and equipment rental

Building and equipment rental expenses increased $1.6 million, or 7.5%, to $23.2 million for the six months ended June 30, 2010 compared to $21.6 million for the six months ended June 30, 2009.

Building and equipment rental expenses, including only those centers which were in operation throughout the first half of both 2010 and 2009, decreased $169,000, or 0.8%. This comparison excludes contributions from centers that were acquired or divested subsequent to January 1, 2009. For the six months ended June 30, 2010, building and equipment rental expenses from centers that

45

were acquired subsequent to January 1, 2009 and excluded from the above comparison was $2.0 million. For the six months ended June 30, 2009, building and equipment rental expenses from centers that were acquired subsequent to January 1, 2009 and excluded from the above comparison was $233,000.

• Medical supplies

Medical supplies expense decreased $1.6 million, or 9.7%, to $14.9 million for the six months ended June 30, 2010 compared to $16.5 million for the six months ended June 30, 2009.

Medical supplies expenses, including only those centers which were in operation throughout the first half of both 2010 and 2009, decreased $2.2 million, or 13.6%. This 13.6% decrease is primarily due to a change in vendors supplying certain drugs used in operating our Breastlink centers as well as obtaining certain rebates during the first quarter of 2010. This comparison excludes contributions from centers that were acquired or divested subsequent to January 1, 2009. For the six months ended June 30, 2010, medical supplies expense from centers that were acquired subsequent to January 1, 2009 and excluded from the above comparison was $697,000. For the six months ended June 30, 2009, medical supplies expense from centers that were acquired subsequent to January 1, 2009 and excluded from the above comparison was $52,000.

• Depreciation and amortization

Depreciation and amortization increased $765,000, or 2.9%, to $27.2 million for the six months ended June 30, 2010 compared to the same period last year. The increase is primarily due to property and equipment additions for existing centers as well as newly acquired centers.

• Provision for bad debts

Provision for bad debts decreased $198,000, or 1.2%, to $16.1 million, or 6.1% of net revenue, for the six months ended June 30, 2010 compared to $16.3 million, or 6.3% of net revenue, for the six months ended June 30, 2009.

Interest expense

Interest expense for the six months ended June 30, 2010 decreased approximately $3.5 million, or 13.3%, to $22.7 million for the six months ended June 30, 2010 compared to $26.2 million for the six months ended June 30, 2009. Interest expense for the six months ended June 30, 2010 included $306,000 of amortization of Accumulated Other Comprehensive Loss associated with fair value adjustments to our interest rate swaps accumulated prior to April 6, 2010, the date of our debt refinancing. See “Liquidity and Capital Resources” below for more details on our debt refinancing. Interest expense for the six months ended June 30, 2009 included $3.1 million of amortization of Accumulated Other Comprehensive Loss associated with fair value adjustments accumulated prior to our January 28, 2009 modification of interest rate swaps. Excluding these adjustments to interest expense related to our interest rate swaps in both periods, interest expense decreased $681,000. This decrease was due in part to a decrease in interest rates in the first quarter of 2010 which is largely offset by interest expense on the additional borrowings under the debt refinancing completed April 6, 2010.

Loss on extinguishment of debt

For the six months ended June 30, 2010, we recorded a $9.9 million loss on extinguishment of debt related to our debt refinancing completed on April 6, 2010. This loss included $7.6 million write-off of deferred loan costs associated with our GE debt settled on April 6, 2010 as well as approximately $2.3 million to settle a call premium associated with our prior credit facilities and for interest rate swap related expenses.

Other expenses

For the six months ended June 30, 2010 we recorded $1.2 million of other expenses related to fair value adjustments on our interest rate swaps. For the six months ended June 30, 2009 we recorded $823,000 of other income related to fair value adjustments on our interest rate swaps, offset by $1.2 million of other expense primarily related to litigation.

46

Gain on bargain purchase

On June 12, 2009, we acquired the assets and business of nine imaging centers located in New Jersey from Medical Resources, Inc.

In accordance with ASC Topic 805, any excess of fair value of acquired net assets over the acquisition consideration results in a gain on bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The Company underwent such a reassessment, and as a result, has recorded a gain on bargain purchase of approximately $1.4 million for the six months ended June 30, 2009.

We believe that the gain on bargain purchase resulted from various factors that impacted the sale of these New Jersey assets. The seller was performing a full liquidation of its assets for the benefit of its creditors. Upon liquidation of all of its assets, the seller intended to close its business. The New Jersey assets were the only remaining assets to be sold before a full wind-down of the seller’s business could be completed. We believe that the seller was willing to accept a bargain purchase price from us in return for our ability to act more quickly and with greater certainty than any other prospective acquirer. The decline in the credit markets made it difficult for other acquirers who relied upon third party financing to complete the transaction. The relatively small size of the transaction for us, the lack of required third-party financing and our expertise in completing similar transactions in the past gave the seller confidence that we could complete the transaction expeditiously and without difficulty.

Income tax expense

For the six months ended June 30, 2010 and 2009, we recorded $206,000 and $50,000, respectively, for income tax expense primarily related to taxable income generated in the states of Maryland and Delaware.

Equity in earnings from unconsolidated joint ventures

For the six months ended June 30, 2010, we recognized equity in earnings from unconsolidated joint ventures of $3.8 million compared to $5.1 million for the six months ended June 30, 2009.

Year ended December 31, 2009 compared to the year ended December 31, 2008

Net revenue

Net revenue for the year ended December 31, 2009 was $524.4 million compared to $498.8 million for the year ended December 31, 2008, an increase of $25.6 million, or 5.1%.

Net revenue, including only those centers which were in operation throughout the full fiscal years of both 2009 and 2008, increased $8.1 million, or 1.8%. This 1.8% increase is mainly due to an increase in procedure volumes. This comparison excludes revenue contributions from centers that were acquired or divested subsequent to January 1, 2008. For the year ended December 31, 2009, net revenue from centers that were acquired subsequent to January 1, 2008 and excluded from the above comparison was $71.0 million. For the year ended December 31, 2008, net revenue from centers that were acquired subsequent to January 1, 2008 and excluded from the above comparison was $47.7 million. Also excluded was $5.8 million from centers that were divested subsequent to January 1, 2008.

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Operating expenses

Operating expenses for the year ended December 31, 2009 increased approximately $13.5 million, or 3.5%, from $384.3 million for the year ended December 31, 2008 to $397.8 million for the year ended December 31, 2009. The following table sets forth our operating expenses for the years ended December 31, 2009 and 2008 (in thousands):

	Years Ended December 31,
	2009		2008
Salaries and professional reading fees, excluding stock-based compensation	$	215,095	$	210,450
Stock-based compensation		3,607		2,902
Building and equipment rental		43,346		43,478
Medical supplies		32,507		29,848
Other operating expense*		103,198		97,619
Operating expenses		397,753		384,297
Depreciation and amortization		53,800		53,548
Provision for bad debts		32,704		30,832
Loss on sale of equipment, net		523		516
Severance costs		731		335
Total operating expenses	$	485,511	$	469,528

* Includes billing fees, office supplies, repairs and maintenance, insurance, business tax and license, outside services, utilities, marketing, travel and other expenses.

• Salaries and professional reading fees, excluding stock-based compensation and severance

Salaries and professional reading fees increased $4.6 million, or 2.2%, to $215.1 million for the year ended December 31, 2009, compared to $210.5 million for the year ended December 31, 2008.

Salaries and professional reading fees, including only those centers which were in operation throughout the full fiscal years of both 2009 and 2008, decreased $1.9 million, or 1.0%. This 1.0% decrease is primarily due to cost cutting measures implemented in the third quarter of 2008. This comparison excludes contributions from centers that were acquired or divested subsequent to January 1, 2008. For the year ended December 31, 2009, salaries and professional reading fees from centers that were acquired subsequent to January 1, 2008 and excluded from the above comparison was $26.6 million. For the year ended December 31, 2008, salaries and professional reading fees from centers that were acquired subsequent to January 1, 2008, and excluded from the above comparison was $17.1 million. Also excluded was $3.0 million from centers that were divested subsequent to January 1, 2008.

• Stock-based compensation

Stock-based compensation increased $705,000, or 24.3%, to $3.6 million for the year ended December 31, 2009 compared to $2.9 million for the year ended December 31, 2008. The increase is primarily due to additional options granted during the first half of 2009, some of which were fully vested on the date of grant.

• Building and equipment rental

Building and equipment rental expenses decreased $132,000, or 0.3%, to $43.4 million for the year ended December 31, 2009, compared to $43.5 million for the year ended December 31, 2008.

Building and equipment rental expenses, including only those centers which were in operation throughout the full fiscal years of both 2009 and 2008, decreased $2.4 million, or 6.1%. This 6.1% decrease is primarily due to the conversion of certain equipment lease contracts from operating to capital leases in the first quarter of 2009. This comparison excludes contributions from centers that

48

were acquired or divested subsequent to January 1, 2008. For the year ended December 31, 2009, building and equipment rental expenses from centers that were acquired subsequent to January 1, 2008, and excluded from the above comparison, was $6.2 million. For the year ended December 31, 2008, building and equipment rental expenses from centers that were acquired subsequent to January 1, 2008, and excluded from the above comparison, was $3.6 million. Also excluded was $328,000 from centers that were divested subsequent to January 1, 2008.

• Medical supplies

Medical supplies expense increased $2.7 million, or 8.9%, to $32.5 million for the year ended December 31, 2009, compared to $29.8 million for the year ended December 31, 2008.

Medical supplies expenses, including only those centers which were in operation throughout the full fiscal years of both 2009 and 2008, increased $1.3 million, or 6.4%. This 6.4% increase is in line with procedure volumes and net revenues generated at these existing centers. This comparison excludes contributions from centers that were acquired or divested subsequent to January 1, 2008. For the year ended December 31, 2009, medical supplies expense from centers that were acquired subsequent to January 1, 2008, and excluded from the above comparison was $11.5 million. For the year ended December 31, 2008, medical supplies expense from centers that were acquired subsequent to January 1, 2008, and excluded from the above comparison was $9.6 million. Also excluded from the above comparison was $500,000 from centers that were divested subsequent to January 1, 2008.

• Depreciation and amortization expense

Depreciation and amortization expense increased $252,000, or 0.4%, to $53.8 million for the year ended December 31, 2009 when compared to the same period last year. The increase is due in part to increases to depreciation expense on new imaging equipment offset by the completion of amortization schedules related to covenant-not-to-compete contracts in early 2009.

• Provision for bad debts

Provision for bad debts increased $1.9 million, or 6.0%, to $32.7 million, or 6.2% of net revenue, for the year ended December 31, 2009 compared to $30.8 million, or 6.2% of net revenue, for the year ended December 31, 2008. This increase is in line with the increase in net revenues.

• Loss on sale of equipment

Loss on sale of equipment was $523,000 and $516,000 for the years ended December 31, 2009 and 2008, respectively. In both years, this loss resulted from the sale of imaging equipment for scrape value upon acquisition of upgraded equipment.

• Severance costs

During the year ended December 31, 2009, we recorded severance costs of $731,000 compared to $335,000 recorded during the year ended December 31, 2008. In each period, these costs were primarily associated with the integration of Radiologix and other acquired operations.

Interest expense

Interest expense for the year ended December 31, 2009 was $49.2 million compared to $51.8 million for the year ended December 31, 2008. The interest expense for the year ended December 31, 2009 includes $6.1 million of amortization associated with a swap agreement that expired in April 2009 and the modification of two interest rate swaps designated as cash flow hedges (see Liquidity and Capital Resources below) and amortization of deferred loan costs of $2.7 million. Excluding the $6.1 million one-time amortization, interest expense for the year ended December 31, 2009 decreased by $8.7 million when compared to the prior year. This decrease is primarily due to a $9.7 million decrease in interest expense on our senior debt, partially offset by a $1.7 million increase in interest expense on our interest rate swaps for the year ended December 31, 2009 as compared to the prior year.

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Gain on bargain purchase

On June 12, 2009, we acquired the assets and business of nine imaging centers located in New Jersey from Medical Resources, Inc. for approximately $2.1 million. At the time of the acquisition, we immediately sold the assets and business of one of those nine centers to an unrelated third party for approximately $650,000. We have made a preliminary purchase price allocation of the acquired assets and liabilities associated with the remaining eight centers at their respective fair values.

In accordance with accounting standards, any excess of fair value of acquired net assets over the acquisition consideration results in a gain on bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The Company underwent such a reassessment, and as a result, has recorded a gain on bargain purchase of approximately $1.4 million.

We believe that the gain on bargain purchase resulted from various factors that impacted the sale of those New Jersey assets. The seller was performing a full liquidation of its assets for the benefit of its creditors. Upon liquidation of all of its assets, the seller intended to close its business. The New Jersey assets were the only remaining assets to be sold before a full wind-down of the seller’s business could be completed. We believe that the seller was willing to accept a bargain purchase price from us in return for our ability to act more quickly and with greater certainty than any other prospective acquirer. The decline in the credit markets made it difficult for other acquirers who relied upon third party financing to complete the transaction. The relatively small size of the transaction for us, the lack of required third-party financing and our expertise in completing similar transactions in the past gave the seller confidence that we could complete the transaction expeditiously and without difficulty.

Other expense (income)

For the year ended December 31, 2009, we recorded $1.2 million of other expense primarily related to litigation.

Income tax expense

For the year ended December 31, 2009 and 2008, we recorded $443,000 and $151,000, respectively, for income tax expense primarily related to taxable income generated in the states of Maryland and Delaware.

Equity in earnings from unconsolidated joint ventures

For the year ended December 31, 2009, we recognized equity in earnings from unconsolidated joint ventures of $8.5 million compared to $9.8 million for the year ended December 31, 2008. This variance is due to a combination of decreases in our collection rates and increases in our repair and maintenance costs associated with new equipment transitioning from warranty to maintenance contracts in the third quarter of 2009.

Year ended December 31, 2008 compared to the year ended December 31, 2007

Net revenue

Net revenue for the year ended December 31, 2008 was $498.8 million compared to $423.6 million for the year ended December 31, 2007, an increase of $75.2 million, or 17.5%.

Net revenue, including only those centers which were in operation throughout the full fiscal years of both 2008 and 2007, increased $27.2 million, or 6.8%. This 6.8% increase is mainly due to an increase in procedure volumes. This comparison excludes revenue contributions from centers that were acquired or divested subsequent to January 1, 2007. For the year ended December 31, 2008, net revenue from centers that were acquired subsequent to January 1, 2007 and excluded from the above comparison was $70.0 million. For the year ended December 31, 2007, net revenue from centers that were acquired subsequent to January 1, 2007 and excluded from the above comparison was $10.6 million. Also excluded was $11.4 million from centers that were divested subsequent to January 1, 2007.

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Operating expenses

Operating expenses for the year ended December 31, 2008 increased approximately $53.7 million, or 16.3%, from $330.6 million for the year ended December 31, 2007 to $384.3 million for the year ended December 31, 2008. The following table sets forth our operating expenses for the years ended December 31, 2008 and 2007 (in thousands):

	Years Ended December 31,
	2008		2007
Salaries and professional reading fees, excluding stock-based compensation	$	210,450	$	178,573
Stock-based compensation		2,902		3,313
Building and equipment rental		43,478		41,299
General administrative expenses		127,467		107,245
NASDAQ one-time listing fee		—		120
Operating expenses		384,297		330,550
Depreciation and amortization		53,548		45,281
Provision for bad debts		30,832		27,467
Loss on sale of equipment, net		516		72
Severance costs		335		934
Total operating expenses	$	469,528	$	404,304

• Salaries and professional reading fees, excluding stock-based compensation and severance

Salaries and professional reading fees increased $31.9 million, or 17.9%, to $210.5 million for the year ended December 31, 2008, compared to $178.6 million for the year ended December 31, 2007.

Salaries and professional reading fees, including only those centers which were in operation throughout the full fiscal years of both 2008 and 2007, increased $12.7 million, or 7.1%. This 7.1% increase is primarily due to increased salaries and staffing to support the revenue growth of these existing imaging centers. This comparison excludes contributions from centers that were acquired or divested subsequent to January 1, 2007. For the year ended December 31, 2008, salaries and professional reading fees from centers that were acquired subsequent to January 1, 2007, and excluded from the above comparison was $25.6 million. For the year ended December 31, 2007, salaries and professional reading fees from centers that were acquired subsequent to January 1, 2007, and excluded from the above comparison was $3.2 million. Also excluded was $3.2 million from centers that were divested subsequent to January 1, 2007.

• Stock-based compensation

Stock-based compensation decreased $411,000, or 12.4%, to $2.9 million for the year ended December 31, 2008 compared to $3.3 million for the year ended December 31, 2007. Share-based compensation for the year ended December 31, 2007, included $1.7 million of additional stock based compensation expense as a result of the acceleration of vesting of certain warrants.

• Building and equipment rental

Building and equipment rental expenses increased $2.2 million, or 5.3%, to $43.5 million for the year ended December 31, 2008, compared to $41.3 million for the year ended December 31, 2007.

Building and equipment rental expenses, including only those centers which were in operation throughout the full fiscal years of both 2008 and 2007, decreased $1.7 million, or 4.2%. This 4.2% decrease is primarily due to the conversion of certain equipment leases contracts from operating to capital leases. This comparison excludes contributions from centers that were acquired or divested subsequent to January 1, 2007. For the year ended December 31, 2008, building and equipment rental expenses from centers that were acquired subsequent to January 1, 2007, and excluded from the above comparison, was $6.4 million. For the year ended December 31, 2007, building and

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equipment rental expenses from centers that were acquired subsequent to January 1, 2007, and excluded from the above comparison, was $1.2 million. Also excluded was $1.3 million from centers that were divested subsequent to January 1, 2007.

• General and administrative expenses

General and administrative expenses include billing fees, medical supplies, office supplies, repairs and maintenance, insurance, business tax and license, outside services, utilities, marketing, travel and other expenses. Many of these expenses are variable in nature including medical supplies and billing fees, which increase with volume and repairs and maintenance under our GE service agreement as a percentage of net revenue. Overall, general and administrative expenses increased $20.2 million, or 18.8%, for the year ended December 31, 2008 compared to the previous period. The increase is consistent with our increase in procedure volumes at both existing centers as well as newly acquired centers.

• Depreciation and amortization expense

Depreciation and amortization expense increased $8.3 million, or 18.3%, to $53.6 million for the year ended December 31, 2008 when compared to the same period last year. The increase is primarily due to property and equipment additions for existing centers and newly acquired centers.

• Provision for bad debts

Provision for bad debts increased $3.3 million, or 12.3%, to $30.8 million, or 6.2% of net revenue, for the year ended December 31, 2008 compared to $27.5 million, or 6.4% of net revenue, for the year ended December 31, 2007. The decrease in our provision for bad debts as a percentage of revenue is primarily due to an increase in collection performance and the completion of our billing system implementation which began in the first quarter of 2007.

• Loss on sale of equipment

Loss on sale of equipment was $516,000 and $72,000 for the years ended December 31, 2008 and 2007, respectively.

• Severance costs

During the year ended December 31, 2008, we recorded severance costs of $335,000 compared to $934,000 recorded during the year ended December 31, 2007. In each period, these costs were primarily associated with the integration of Radiologix and other acquired operations.

Interest expense

Interest expense for the year ended December 31, 2008 increased approximately $7.5 million, or 16.9%, from the same period in 2007. The increase is primarily due to the $60 million increase in Term Loans B & C and increased borrowing on our line of credit. Also included in interest expense for the year ended December 31, 2008 and 2007 is amortization of deferred loan costs of $2.6 million and $1.6 million, respectively, as well as realized gains of $707,000 and realized losses of $820,000 on our fair value hedges for the years ended December 31, 2008 and 2007, respectively.

Income tax expense

For the years ended December 31, 2008 and 2007, we recorded $151,000 and $337,000, respectively, for income tax expense related to taxable income generated in the state of Maryland.

Equity in earnings from unconsolidated joint ventures

For the year ended December 31, 2008, we recognized equity in earnings from unconsolidated joint ventures of $9.8 million compared to $5.9 million for the year ended December 31, 2007. This increase is due to our purchase of additional equity interests in certain existing joint ventures as well as the deconsolidation in the fourth quarter of 2007 of a previously consolidated joint venture.

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Liquidity and capital resources

We had a working capital balance of $31.4 million and $9.2 million at June 30, 2010 and December 31, 2009, respectively. We had a net loss attributable to RadNet, Inc.’s common stockholders of $15.9 million and $1.2 million for the six months ended June 30, 2010 and 2009, respectively. $9.9 million of the loss in 2010 relates to the extinguishment of debt incurred on April 6, 2010. We also had an equity deficit of $88.3 million and $74.8 million at June 30, 2010 and December 31, 2009, respectively.

We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations. In addition to operations, we require a significant amount of capital for the initial start-up and development expense of new diagnostic imaging facilities, the acquisition of additional facilities and new diagnostic imaging equipment, and to service our existing debt and contractual obligations. Because our cash flows from operations have been insufficient to fund all of these capital requirements, we have depended on the availability of financing under credit arrangements with third parties.

Our business strategy with regard to operations focuses on the following:

• maximizing performance at our existing facilities;

• focusing on profitable contracting;

• expanding MRI, CT and PET applications;

• optimizing operating efficiencies; and

• expanding our networks.

At March 31, 2010, our outstanding indebtedness included a $242.0 million senior secured term loan B, a $170.0 million second lien term loan and a $55.0 million revolving credit facility of which we qualified to borrow, as of March 31, 2010, up to an additional $30.4 million, with GE Commercial Finance Healthcare Financial Services originally entered into on November 15, 2006 (the “GE Credit Facility”).

In connection with the GE Credit Facility, on November 15, 2006, we entered into an interest rate swap, designated as a cash flow hedge, on $107.0 million fixing the LIBOR rate of interest at 5.02% for a period of three years, and on November 28, 2006, we entered into an interest rate swap, also designated as a cash flow hedge, on $90.0 million fixing the LIBOR rate of interest at 5.03% for a period of three years. Previously, the interest rate on the $270.0 million first lien term and revolving credit facilities was based upon a spread over LIBOR which floats with market conditions.

During the first quarter of 2009 we modified the two interest rate swaps designated as cash flow hedges described above. The modifications, commonly referred to as “blend and extends,” extended the maturity of, and re-priced these two interest rate swaps for an additional 36 months, resulting in an estimated annualized cash interest expense savings of $2.9 million.

With respect to the $107 million interest rate swap, on January 28, 2009, we replaced the existing fixed LIBOR rate of 5.02% with a new rate of 3.47% maturing on November 15, 2012. With respect to the $90 million interest rate swap, on February 5, 2009, we replaced the existing fixed LIBOR rate of 5.03% with a new rate of 3.62% also maturing on November 15, 2012. Both modified interest swaps were designated as cash flow hedges.

As part of these modifications, the negative fair values of the original interest rate swaps, as well as a certain amount of accrued interest associated with the original cash flow hedges were incorporated into the fair values of the new modified cash flow hedges. The related Accumulated Other Comprehensive Loss (AOCL) associated with the negative fair values of the original cash flow hedges on their dates of modification, which totaled $6.1 million, was on a straight-line basis to interest expense through November 15, 2009, the maturity date of the original cash flow hedges.

On April 6, 2010 we completed our debt refinancing plan for an aggregate of $585 million. The debt refinancing plan included the issuance of a $285 million senior secured term loan due April 6, 2016, a $100 million senior secured revolving credit facility due April 6, 2015 and $200 million in aggregate principal amount of senior unsecured notes due April 1, 2018. We used $412.0 million of the proceeds from the debt

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restructuring to pay off our prior credit facility and an additional $1.7 million to settle a call premium associated with our prior credit facilities. As a result of this refinancing, we recorded during the three months ended June 30, 2010 a loss on extinguishment of debt of approximately $9.9 million which is made up of the $1.7 million call premium, $7.6 million write-off of deferred loan costs associated with the prior credit facility, as well as $600,000 of additional debt settlement costs.

New Credit Agreement

Radnet Management entered into a new Credit and Guaranty Agreement (the “New Credit Agreement”) pursuant to which we obtained $385 million in senior secured bank financing, consisting of a $285 million, six-year term loan facility and a $100 million, five-year revolving credit facility. In connection with the New Credit Facilities, Radnet Management terminated the GE Credit Facility.

Interest.  The New Credit Facilities will bear interest through maturity at a rate determined by adding the applicable margin to either (a) the Base Rate, which is the highest of the (i) Prime Rate, (ii) the rate which is 0.5% in excess of the Federal Funds Effective Rate, (iii) 3.00% and (iv) 1.00% in excess of the one-month Adjusted Eurodollar Rate at such time, or (b) the Adjusted Eurodollar Rate, which is the higher of (i) the London interbank offered rate, adjusted for statutory reserve requirements, for the respective interest period, as determined by the administrative agent and (ii) 2.00%. Applicable margin means (i) (a) with respect to Tranche B Term Loans that are Eurodollar Rate Loans, 3.75% per annum and (b) with respect to Tranche B Term Loans that are Base Rate Loans, 2.75% per annum; and (ii) (a) with respect to Revolving Loans that are Eurodollar Rate Loans, 3.75% per annum and (b) with respect to Revolving Loans and Swing Line Loans that are Base Rate Loans, 2.75% per annum.

Payments.  Commencing on June 30, 2010, we will be required to make quarterly amortization payments on the term loan facility, each in the amount of $712,500, with the remaining principal balance paid off at maturity. Under the New Credit Agreement, we will also be required to make mandatory prepayments, subject to specified exceptions, from consolidated excess cash flow, and upon certain events, including, but not limited to, (i) the receipt of net cash proceeds from the sale or other disposition of any property or assets by us or any of our subsidiaries, (ii) the receipt of net cash proceeds from insurance or condemnation proceeds paid on account of any loss of any property or assets of us or any of our subsidiaries, (iii) the receipt of net cash proceeds from the incurrence of indebtedness by us or any of our subsidiaries (other than certain indebtedness otherwise permitted under the loan documents relating to the New Credit Facilities) and (iv) the receipt of net cash proceeds by us or any of our subsidiaries from Extraordinary Receipts, as defined in the New Credit Agreement.

Guarantees and Collateral.  The obligations under the New Credit Facilities are guaranteed by RadNet, Inc., our parent company, all of our direct and indirect wholly owned domestic subsidiaries (excluding joint ventures) and certain affiliated companies. The obligations under the New Credit Facilities and the guarantees are secured by a perfected first priority security interest in all of Radnet Management’s and the guarantors’ tangible and intangible assets, including, but not limited to, pledges of equity interests of Radnet Management and all of our current and future domestic subsidiaries.

Restrictive Covenants.  In addition to certain customary covenants, the New Credit Agreement places limits on our ability to declare dividends or redeem or repurchase capital stock, prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions and asset sales, enter into transactions with affiliates and alter the business we and our subsidiaries currently conduct.

Financial Covenants.  The New Credit Agreement contains financial covenants including a minimum interest coverage ratio, a maximum total leverage ratio and a limit on annual capital expenditures. Failure to comply with these covenants could permit the lenders under the New Credit Facilities to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable.

Events of Default.  In addition to certain customary events of default, events of default under the New Credit Facilities include failure to pay principal or interest when due, a material breach of any representation or warranty contained in the loan documents, covenant defaults, events of bankruptcy and a change of control.

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The notes

The $200 million in aggregate amount of senior unsecured notes have a coupon of 10.375% and were issued at a price of 98.680%. The notes were issued by Radnet Management and guaranteed jointly and severally on a senior unsecured basis by RadNet, Inc. and all of Radnet Management’s current and future wholly owned domestic subsidiaries. The notes were offered and sold in a private placement exempt from registration under the Securities Act to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act. The notes will mature on April 1, 2018, and bear interest at the rate of 10.375% per year. We will pay interest on the notes on April 1 and October 1, commencing October 1, 2010. The notes are governed under an indenture, with U.S. Bank National Association as trustee. See “Description of notes.”

Our ability to generate sufficient cash flow from operations to make payments on our debt and other contractual obligations will depend on our future financial performance. A range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control, will affect our financial performance. Although no assurance can be given, taking these factors into account, including our historical experience, we believe that through implementing our strategic plans, we will obtain sufficient cash to satisfy our obligations as they become due in the next 12 months.

Sources and uses of cash

Cash provided by operating activities was $22.5 million for the six months ended June 30, 2010 and $32.9 million for the six months ended June 30, 2009. Cash provided by operating activities was $76.6 million, $45.4 million and $25.3 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Cash used in investing activities was $50.6 million and $19.2 million for the six months ended June 30, 2010 and 2009, respectively. For the six months ended June 30, 2010, we purchased property and equipment for approximately $20.8 million and acquired the assets and businesses of additional imaging facilities for approximately $29.8 million. Cash used in investing activities was $36.3 million, $56.0 million and $45.9 million for the years ended December 31, 2009, 2008 and 2007, respectively. For the year ended December 31, 2009, we purchased property and equipment for approximately $30.8 million and acquired the assets and businesses of additional imaging facilities for approximately $6.1 million, which is net of proceeds generated from the immediate sale of one of these acquired centers (see Note 3). We also purchased additional equity interests in joint ventures totaling $315,000.

The cash provided by financing activities was $38.5 million for the six months ended June 30, 2010 and cash used in financing activities was $13.7 million for the six months ended June 30, 2009. The cash provided by financing activities for the six months ended June 30, 2010 was primarily related to the Refinancing Transactions. The cash used in financing activities was $30.2 million for the year ended December 31, 2009, compared to cash provided by financing activities of $10.6 million and $17.3 million for the years ended December 31, 2008 and 2007, respectively. The cash used in financing activities for the year ended December 31, 2009, was related to payments we made toward our term loans, capital leases and line of credit balances, as well as $4.7 million of cash payments, net of cash receipts, related to our modified cash flow hedges.

Contractual commitments

As of June 30, 2010, our future obligations for notes payable, equipment under capital leases, lines of credit, equipment and building operating leases and purchase and other contractual obligations for the next five years and thereafter include (dollars in thousands):

	2010		2011		2012		2013		2014		Thereafter		Total
Notes payable(1)	$	3,625	$	7,558	$	4,322	$	3,245	$	2,850	$	471,463	$	493,062
Capital leases(2)		7,109		9,531		4,250		818		40,558		—		21,750
Operating leases(3)		18,505		33,592		29,231		24,906		19,432		83,605		209,279
Total	$	29,239	$	50,680	$	37,803	$	28,969	$	22,323	$	555,068	$	724,083

(1) Includes variable rate debt for which the contractual obligation was estimated using the applicable rate as of June 30, 2010.

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(2) Includes interest component of capital lease obligations.

(3) Includes all existing options to extend lease terms that are reasonably assured to be exercised.

We have an arrangement with GE Medical Systems under which it has agreed to be responsible for the maintenance and repair of a majority of our equipment for a fee that is based upon a percentage of our revenue, subject to a minimum payment. Net revenue is reduced by the provision for bad debts, mobile PET revenue and other professional reading service revenue to obtain adjusted net revenue. On February 28, 2010, we amended and extended for approximately five years our arrangement with GE Medical Systems. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.”

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

We sell our services exclusively in the United States and receive payment for our services exclusively in United States dollars. As a result, our financial results are unlikely to be affected by factors such as changes in foreign currency, exchange rates or weak economic conditions in foreign markets.

Interest Rate Sensitivity

A large portion of our interest expense is not sensitive to changes in the general level of interest in the United States because the majority of our indebtedness has interest rates that were fixed when we entered into the note payable or capital lease obligation. Our credit facility however, which is classified as a long-term liability on our financial statements, is interest expense sensitive to changes in the general level of interest in the United States because it is based upon an index rate plus a factor. As noted in “— Liquidity and Capital Resources” above, we have entered into interest rate swaps to fix the interest rate on approximately $270 million of our credit facility. The remaining portion of the credit facility bears interest at rates that float as market conditions change, and as such, is subject to market risk.

Critical accounting policies

Use of estimates

Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements that were prepared in accordance with U.S. generally accepted accounting principles, or GAAP. Management makes estimates and assumptions when preparing financial statements. These estimates and assumptions affect various matters, including:

• our reported amounts of assets and liabilities in our consolidated balance sheets at the dates of the financial statements;

• our disclosure of contingent assets and liabilities at the dates of the financial statements; and

• our reported amounts of net revenue and expenses in our consolidated statements of operations during the reporting periods.

These estimates involve judgments with respect to numerous factors that are difficult to predict and are beyond management’s control. As a result, actual amounts could differ materially from these estimates.

The SEC defines critical accounting estimates as those that are both most important to the portrayal of a company’s financial condition and results of operations and require management’s most difficult, subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. In Note 2 to our consolidated financial statements, we discuss our significant accounting policies, including those that do not require management to make difficult, subjective or complex judgments or estimates. The most significant areas involving management’s judgments and estimates are described below.

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Revenue recognition

Our consolidated net revenue consists of net patient fee for service revenue and revenue from capitation arrangements, or capitation revenue. Net patient service revenue is recognized at the time services are provided net of contractual adjustments based on our evaluation of expected collections resulting from the analysis of current and past due accounts, past collection experience in relation to amounts billed and other relevant information. The amount of expected collection is continually adjusted as more information is received and such adjustments are recorded in current operations. Contractual adjustments result from the differences between the rates charged for services performed and reimbursements by government-sponsored healthcare programs and insurance companies for such services. Capitation revenue is recognized as revenue during the period in which we were obligated to provide services to plan enrollees under contracts with various health plans. Under these contracts, we receive a per-enrollee amount each month covering all contracted services needed by the plan enrollees.

Accounts receivable

Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Services are generally provided pursuant to one-year contracts with healthcare providers. Receivables generally are collected within industry norms for third-party payors. We continuously monitor collections from our payors and maintain an allowance for bad debts based upon specific payor collection issues that we have identified and our historical experience.

Depreciation and amortization of long-lived assets

We depreciate our long-lived assets over their estimated economic useful lives with the exception of leasehold improvements where we use the shorter of the assets useful lives or the lease term of the facility for which these assets are associated.

Deferred tax assets

We evaluate the realizability of the net deferred tax assets and assess the valuation allowance periodically. If future taxable income or other factors are not consistent with our expectations, an adjustment to our allowance for net deferred tax assets may be required. For net deferred tax assets we consider estimates of future taxable income, including tax planning strategies in determining whether our net deferred tax assets are more likely than not to be realized.

Valuation of goodwill and long-lived assets

Goodwill at June 30, 2010 totaled $124.2 million. Goodwill is recorded as a result of business combinations. Management evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable in accordance with Statement of Financial Accounting Standards, or SFAS, No. 142, “Goodwill and Other Intangible Assets,” codified in FASB ASC Topic 350. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of a reporting unit is estimated using a combination of the income or discounted cash flows approach and the market approach, which uses comparable market data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. We tested goodwill for impairment on October 1, 2009. Based on our review, we noted no impairment related to goodwill as of October 1, 2009. However, if estimates or the related assumptions change in the future, we may be required to record impairment charges to reduce the carrying amount of goodwill.

We evaluate our long-lived assets (property and equipment) and definite-lived intangibles for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell. No indicators of impairment were identified with respect to our long-lived assets as of June 30, 2010.

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Derivative financial instruments

We hold derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. In general, the types of risks hedged are those relating to the variability of cash flows caused by movements in interest rates. We document our risk management strategy and hedge effectiveness at the inception of the hedge, and, unless the instrument qualifies for the short-cut method of hedge accounting, over the term of each hedging relationship. Our use of derivative financial instruments is limited to interest rate swaps, the purpose of which is to hedge the cash flows of variable-rate indebtedness. We do not hold or issue derivative financial instruments for speculative purposes.

In accordance with ASC Topic 815, for interest rate swaps that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is initially reported as a component of other comprehensive income, then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion), or hedge components excluded from the assessment of effectiveness, are recognized in the statement of operations during the current period.

Facility acquisitions

On January 1, 2009, we adopted the provisions of SFAS No. 141(R), Business Combinations, codified in FASB ASC Topic 805. ASC Topic 805 changed how our business acquisitions are accounted for and impacts our financial statements at the acquisition date and in subsequent periods. Pursuant to ASC Topic 805, we are required to recognize all of the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with limited exceptions, and all transaction related costs are expensed. Subsequent changes, if any, to the acquisition-date fair value that are the result of facts and circumstances that did not exist as of the acquisition date will be recognized as part of our on-going operations. In addition, ASC Topic 805 impacts our goodwill impairment test associated with acquisitions. We applied the provisions of ASC Topic 805 to the facility acquisitions subsequent to January 1, 2009 as discussed below.

On August 11, 2010, we completed the acquisition of three imaging centers from the New Jersey operating subsidiary of Health Diagnostics located in Edison, Old Bridge and Green Brook, New Jersey for approximately $3.5 million. Imaging modalities include MRI, CT, PET/CT, mammography, ultrasound and X-ray.

On May 1, 2010, we completed the acquisition of Touchstone Imaging of Bowie, LLC in Bowie, Maryland for approximately $595,000. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and $595,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On April 30, 2010, we also completed the acquisition of Delaware Diagnostic Services, Inc. (Limestone) in Wilmington, Delaware for approximately $87,000. We have made a preliminary purchase price allocation of the acquired assets and liabilities and $87,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On April 30, 2010, we acquired three multi-modality facilities from Sonix Medical Resources, Inc. through a bankruptcy proceeding in New York for approximately $2.3 million in cash. The facilities located in Brooklyn, New York, Chatham, New Jersey and Haddon Heights, New Jersey operate a combination of MRI, CT, mammography, ultrasound, fluoroscopy, X-ray and related modalities. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and approximately $1.4 million of fixed assets and $900,000 of goodwill was recorded with respect to this transaction.

On April 1, 2010, we completed the acquisition of Truxtun Medical Group in Bakersfield, California for approximately $20.3 million in cash and the issuance of 375,000 shares of RadNet, Inc. common stock valued at approximately $1.2 million on the date of acquisition. Truxtun operates four multi-modality facilities in Bakersfield, a Metropolitan Statistical Area with a population exceeding 800,000 residents in Kern County,

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California. Truxtun provides a broad range of services including MRI, CT, PET/CT, mammography, nuclear medicine, fluoroscopy, ultrasound, X-ray and related procedures. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and approximately $2.4 million of working capital, $6.3 million of fixed assets, $150,000 of other intangible assets related to covenant not to compete contracts, and $12.7 million of goodwill was recorded with respect to this transaction.

On March 15, 2010, we acquired the imaging practice of Theodore Feit, M.D., Inc. in Burbank, California for cash consideration of $350,000. We have made a purchase price allocation of the acquired assets and liabilities, and approximately $350,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On March 1, 2010, we completed the acquisition of Anaheim Open MRI in Anaheim, California for cash consideration of $910,000. The facility operates MRI, CT, ultrasound and X-ray, and has been rebranded as Anaheim Advanced Imaging. We have made a preliminary purchase price allocation of the acquired assets and liabilities, and approximately $605,000 of fixed assets and $305,000 of goodwill was recorded with respect to this transaction.

On January 1, 2010, we completed the acquisition of Union Imaging Center in Union, New Jersey from Modern Medical Modalities Corporation for approximately $5.4 million in cash and the issuance of 75,000 shares of RadNet, Inc. common stock valued at approximately $153,000 on the date of acquisition. The center operates imaging modalities including MRI, CT, PET/CT, mammography, ultrasound, nuclear medicine and X-ray. We have made a preliminary purchase price allocation of the acquired assets and liabilities, and approximately $1.9 million of fixed assets and $3.7 million of goodwill was recorded with respect to this transaction.

On October 1, 2009, we completed the acquisition of the imaging assets of Chesapeake Urology Associates in Baltimore, Maryland for approximately $950,000. Chesapeake Urology operated CT scanners in three locations in the greater Baltimore area. We have made a purchase price allocation of the acquired assets and assumed liabilities, and approximately $650,000 of fixed assets, $275,000 of covenant not to compete contracts and $19,000 of goodwill were recorded with respect to this transaction.

On October 1, 2009, we completed the acquisition of the women’s imaging business of Ridgewood Diagnostics, a multi-modality women’s imaging practice located near Rochester, New York’s Unity Hospital for $1.1 million and 50,000 shares of our common stock valued at approximately $129,000 on the date of acquisition. In conjunction with the Ridgewood Diagnostics transaction, on October 16, 2009, we completed the acquisition of the women’s imaging business of Unity Hospital for $100,000. We consolidated the Ridgewood Diagnostics and Unity Hospital operations into one facility during 2010. We have made a purchase price allocation of the acquired assets and assumed liabilities, and approximately $92,000 of fixed assets, $150,000 of covenant not to compete contracts and $1.1 million of goodwill were recorded with respect to these transactions.

On June 12, 2009, we acquired the assets and business of nine imaging centers located in New Jersey from a single owner for approximately $2.1 million. At the time of the acquisition, we immediately sold the assets and business of one of those nine centers to an unrelated third party for approximately $650,000. We have made a purchase price allocation of the acquired assets and assumed liabilities associated with the remaining eight centers at their respective fair values.

In accordance with accounting standards, any excess of fair value of acquired net assets over the acquisition consideration results in a gain on bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The Company underwent such a reassessment, and as a result, has recorded a gain on bargain purchase of approximately $1.4 million.

We believe that the gain on bargain purchase resulted from various factors that impacted the sale of those New Jersey assets. The seller was performing a full liquidation of its assets for the benefit of its creditors. Upon liquidation of all of its assets, the seller intended to close its business. The New Jersey assets were the only remaining assets to be sold before a full wind-down of the seller’s business could be completed. We

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believe that the seller was willing to accept a bargain purchase price from us in return for our ability to act more quickly and with greater certainty than any other prospective acquirer. The decline in the credit markets made it difficult for other acquirers who relied upon third party financing to complete the transaction. The relatively small size of the transaction for us, the lack of required third-party financing and our expertise in completing similar transactions in the past gave the seller confidence that we could complete the transaction expeditiously and without difficulty.

In our purchase price allocation we recorded approximately $3.1 million of land and fixed assets, $250,000 of intangible assets and $121,000 of other current assets.

On March 31, 2009, we acquired the assets and business of Inter-County Imaging in Yonkers, New York for approximately $553,000. We have made a purchase price allocation of the acquired assets and assumed liabilities, and approximately $500,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On March 27, 2009, we acquired the assets and business of Elite Diagnostic Imaging, LLC in Victorville, California for approximately $1.3 million. We have made a purchase price allocation of the acquired assets and assumed liabilities, and approximately $1.2 million of fixed assets and $100,000 of goodwill was recorded with respect to this transaction.

On October 31, 2008, we acquired the assets and business of Middletown Imaging in Middletown, Delaware for $210,000 in cash and the assumption of capital lease debt of $1.2 million. We allocated the purchase price to the acquired assets and assumed liabilities. Approximately $530,000 of goodwill was recorded with respect to this transaction.

On August 15, 2008, we acquired the women’s imaging practice of Parvis Gamagami, M.D., Inc. in Van Nuys, California for $600,000. Upon acquisition, we relocated the practice to a nearby center we recently acquired from InSight Health in Encino, CA. We rebranded the InSight center as the Encino Breast Care Center, and focused it on Digital Mammography, Ultrasound, MRI and other modalities pertaining to women’s health. We have allocated the full purchase price of $600,000 to goodwill.

On July 23, 2008, we acquired the assets and business of NeuroSciences Imaging Center in Newark, Delaware for $4.5 million in cash. The center, which performs MRI, CT, Bone Density, X-ray, Fluoroscopy and other specialized procedures, is located in a highly specialized medical complex called the Neuroscience and Surgery Institute of Delaware. The acquisition complements our recent purchase of the Papastavros Associates Imaging centers completed in March, 2008. We made a purchase price allocation of the acquired assets and assumed liabilities, and approximately $2.6 million of goodwill was recorded with respect to this transaction.

On June 18, 2008, we acquired the assets and business of Ellicott Open MRI for the assumption of approximately $181,000 of capital lease debt.

On June 2, 2008, we acquired the assets and business of Simi Valley Advanced Medical, a Southern California based multi-modality imaging center, for the assumption of capital lease debt of $1.7 million. We allocated the purchase price to the acquired assets and assumed liabilities, and approximately $313,000 of goodwill was recorded with respect to this transaction.

On April 15, 2008, we acquired the net assets of five Los Angeles area imaging centers from InSight Health Corp. We completed the purchase of a sixth center in Van Nuys, California from Insight Health Corp. on June 2, 2008. The total purchase price for the six centers was $8.5 million in cash. The centers provide a combination of imaging modalities, including MRI, CT, X-ray, Ultrasound and Mammography. We allocated the purchase price to the acquired assets and assumed liabilities, and approximately $5.6 million of goodwill was recorded with respect to this transaction.

On April 1, 2008, we acquired the net assets and business of BreastLink Medical Group, Inc., a prominent Southern California breast medical oncology business and a leading breast surgery business, for the assumption of approximately $4.0 million of accrued liabilities and capital lease obligations. We allocated the purchase price to the acquired assets and assumed liabilities, and approximately $2.1 million of goodwill was recorded with respect to this transaction.

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On March 12, 2008, we acquired the net assets and business of Papastavros Associates Medical Imaging for $9.0 million in cash and the assumption of capital leases of $337,000. Founded in 1958, Papastavros Associates Medical Imaging is one of the largest and most established outpatient imaging practices in Delaware. The 12 Papastavros centers offer a combination of MRI, CT, PET, nuclear medicine, mammography, bone densitometry, fluoroscopy, ultrasound and X-ray. We allocated the purchase price to the acquired assets and assumed liabilities, and approximately $3.6 million of goodwill, and $1.2 million for covenants not to compete, were recorded with respect to this transaction.

On February 1, 2008, we acquired the net assets and business of The Rolling Oaks Imaging Group, located in Westlake and Thousand Oaks, California, for $6.0 million in cash and the assumption of capital leases of $2.7 million. The practice consists of two centers, one of which is a dedicated women’s center. The centers are multimodality and include a combination of MRI, CT, PET/CT, mammography, ultrasound and X-ray. The centers are positioned in the community as high-end, high-quality imaging facilities that employ state-of-the-art technology, including 3 Tesla MRI and 64 slice CT units. The facilities have been fixtures in the Westlake/Thousand Oaks market since 2003. We allocated the purchase price to the acquired assets and assumed liabilities, and approximately $5.6 million of goodwill was recorded with respect to this transaction.

On October 9, 2007, we acquired the assets and business of Liberty Pacific Imaging located in Encino, California for $2.8 million in cash. The center operates a successful MRI practice utilizing a 3T MRI unit, the strongest magnet strength commercially available at this time. The center was founded in 2003. The acquisition allows us to consolidate a portion of our Encino/Tarzana MRI volume onto the existing Liberty Pacific scanner. This consolidation allows us to move our existing 3T MRI unit in that market to our Squadron facility in Rockland County, New York. Approximately $1.1 million of goodwill was recorded with respect to this transaction. Also, $200,000 was recorded for the fair value of a covenant not to compete contract.

In September 2007, we acquired the assets and business of three facilities comprising Valley Imaging Center, Inc. located in Victorville, California for $3.3 million in cash plus the assumption of approximately $866,000 of debt. The acquired centers offer a combination of MRI, CT, X-ray, Mammography, Fluoroscopy and Ultrasound. The physician who provided the interpretive radiology services to these three locations joined BRMG. The leased facilities associated with these centers includes a total monthly rental of approximately $18,000. Approximately $3.0 million of goodwill was recorded with respect to this transaction. Also, $150,000 was recorded for the fair value of a covenant not to compete contract.

In September 2007, we acquired the assets and business of Walnut Creek Open MRI located in Walnut Creek, California for $225,000. The center provides MRI services. The leased facility associated with this center includes a monthly rental of approximately $6,800 per month. Approximately $50,000 of goodwill was recorded with respect to this transaction.

In July 2007, we acquired the assets and business of Borg Imaging Group located in Rochester, New York for $11.6 million in cash plus the assumption of approximately $2.4 million of debt. Borg was the owner and operator of six imaging centers, five of which are multimodality, offering a combination of MRI, CT, X-ray, Mammography, Fluoroscopy and Ultrasound. After combining the Borg centers with RadNet’s existing centers in Rochester, New York, RadNet has a total of 11 imaging centers in Rochester. The leased facilities associated with these centers include a total monthly rental of approximately $71,000 per month. Approximately $8.9 million of goodwill was recorded with respect to this transaction. Also, $1.4 million was recorded for the fair value of covenant not to compete contracts.

In March 2007, we acquired the assets and business of Rockville Open MRI, located in Rockville, Maryland, for $540,000 in cash and the assumption of a capital lease of $1.1 million. The center provides MRI services. The center is 3,500 square feet with a monthly rental of approximately $8,400 per month. Approximately $365,000 of goodwill was recorded with respect to this transaction.

On November 15, 2006, we completed the acquisition of Radiologix, Inc. Radiologix, a Delaware corporation, then employing approximately 2,200 people through its subsidiaries, was a national provider of diagnostic imaging services through the ownership and operation of freestanding, outpatient diagnostic imaging centers. Radiologix owned, operated and maintained equipment in 69 locations, with imaging centers

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in seven states, including primary operations in the Mid-Atlantic; the Bay Area, California; the Treasure Coast area, Florida; Northeast, Kansas; and the Finger Lakes (Rochester) and Hudson Valley areas of New York State.

Recent accounting standards

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)), which replaces SFAS No. 141. SFAS 141(R) (codified in FASB ASC Topic 805, Business Combinations) introduces significant changes in the accounting for and reporting of business acquisitions. ASC Topic 805 changes how business acquisitions are accounted for and will impact financial statements at the acquisition date and in subsequent periods. Pursuant to ASC Topic 805, an acquiring entity is required to recognize all of the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with limited exceptions, and all transaction related costs are expensed. Subsequent changes, if any, to the acquisition-date fair value that are the result of facts and circumstances that did not exist as of the acquisition date will be recognized as part of on-going operations. In addition, ASC Topic 805 will have an impact on the goodwill impairment test associated with acquisitions. The provisions of ASC Topic 805 are effective for business combinations for which the acquisition date is on or after January 1, 2009. The Company applied the provisions of ASC Topic 805 to the facility acquisitions subsequent to January 1, 2009 as discussed in Note 3.

SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, codified in FASB ASC Topic 810, is designed to improve the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report minority interests in subsidiaries in the same way as equity in the consolidated financial statements. Moreover, ASC Topic 810 eliminates the diversity that accounting for transactions between an entity and minority interests by requiring they be treated as equity transactions. The Company adopted the provisions of ASC Topic 810 on January 1, 2009. Such provisions are applied prospectively except for the presentation and disclosure requirements which have been applied retrospectively for all periods presented. Accordingly, we have reclassified minority interests as a component of equity deficit and renamed this item “Non-controlling interests” on our consolidated balance sheets at December 31, 2009 and 2008. Additionally, our net loss for the years ended December 31, 2009, 2008 and 2007 have been allocated between RadNet, Inc.’s common stockholders and noncontrolling interests.

In May 2009, the FASB issued Statement No. 165, “Subsequent Events,” codified in FASB ASC Topic 855, which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the provisions of ASC Topic 855 for the quarter ended September 30, 2009. The adoption of these provisions did not have a material effect on the Company’s consolidated financial statements.

In September 2009, the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”) became the authoritative source of accounting principles accepted in the United States (“GAAP”) recognized by the FASB. All existing FASB accounting standards and guidance were superseded by the ASC. Instead of issuing new accounting standards in the form of statements, FASB staff positions and Emerging Issues Task Force abstracts, the FASB now issues Accounting Standards Updates that update the Codification. Rules and interpretive releases of the SEC under authority of federal securities laws continue to be additional sources of authoritative GAAP for SEC registrants.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controller through voting (or similar rights) should be consolidated. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year entity. Early adoption is not permitted. We do not expect that the adoption of ASU 2009-17 will have a material impact on our financial position, results of operations or cash flows.

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In January 2010, the FASB issued authoritative guidance intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers. Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). We maintain interest rate swaps which are required to be recorded at fair value on a recurring basis.

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BUSINESS

Business overview

With 191 centers, as of June 30, 2010, located in California, Delaware, Maryland, New Jersey, Florida, Kansas and New York, we are the leading national provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States based on number of locations and annual imaging revenue. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, often minimizing the cost and amount of care for patients. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology (X-ray), fluoroscopy and other related procedures. The vast majority of our centers offer multi-modality imaging services, a key point of differentiation from our competitors. Our multi-modality strategy diversifies revenue streams, reduces exposure to reimbursement changes and provides patients and referring physicians one location to serve the needs of multiple procedures.

We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies provides close, long-term relationships with key payors, radiology groups and referring physicians. Each of our facility managers is responsible for managing relationships with local physicians and payors, meeting our standards of patient service and maintaining profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.

We derive substantially all of our revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our facilities. For the year ended December 31, 2009, we performed 3,174,006 diagnostic imaging procedures and generated net revenue from continuing operations of $524.4 million. Additional information concerning RadNet, Inc., including our consolidated subsidiaries, for each of the years ended December 31, 2009, December 31, 2008 and December 31, 2007 is included in the consolidated financial statements and notes thereto in this prospectus.

History of our business

RadNet, Inc. was originally incorporated in the State of New York in 1985 and we have been continuously engaged in the medical imaging business since that time.

On November 15, 2006, we completed the acquisition of Radiologix, Inc. Radiologix, a Delaware corporation, then employing approximately 2,200 people, through its subsidiaries, was a national provider of diagnostic imaging services through the ownership and operation of freestanding, outpatient diagnostic imaging centers. Radiologix owned, operated and maintained equipment in 69 locations, with imaging centers

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in seven states, including primary operations in the Mid-Atlantic; the Bay-Area, California; the Treasure Coast area, Florida; Northeast Kansas; and the Finger Lakes (Rochester) and Hudson Valley areas of New York State. Under the terms of the acquisition agreement, Radiologix stockholders received aggregate consideration of 11,310,950 shares (after giving effect to the one-for-two reverse stock split effected in November 2006) of our common stock and $42,950,000 in cash. We financed the transaction and refinanced substantially all of our outstanding debt with a $405 million senior secured credit facility with GE Commercial Healthcare Financial Services.

Since that time we have continued to develop our medical imaging business through a combination of organic growth and acquisitions. For a discussion of acquisitions and dispositions of facilities, see “Management’s Discussion and Analysis and Results of Operations — Facility Acquisitions.”

On September 3, 2008, RadNet, Inc. reincorporated from New York into Delaware and has operated as a Delaware corporation since that time. Radnet Management, Inc. is incorporated in California.

Company website

We maintain a website at www.radnet.com. We make available, free of charge, on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as is reasonably practicable after the material is electronically filed with the SEC. References to our website addressed in this report are provided as a convenience and do not constitute, or should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.

Industry overview

Diagnostic imaging involves the use of non-invasive procedures to generate representations of internal anatomy and function that can be recorded on film or digitized for display on a video monitor. Diagnostic imaging procedures facilitate the early diagnosis and treatment of diseases and disorders and may reduce unnecessary invasive procedures, often minimizing the cost and amount of care for patients. Diagnostic imaging procedures include MRI, CT, PET, nuclear medicine, ultrasound, mammography, X-ray and fluoroscopy. We estimate that the national imaging market in the United States is $100 billion annually, with projected mid-single digit growth for MRI, CT and PET/CT driven by the aging of the U.S. population, wider physician and payor acceptance for imaging technologies, and greater consumer and physician awareness of diagnostic screening capabilities.

While general X-ray remains the most commonly performed diagnostic imaging procedure, the fastest growing and higher margin procedures are MRI, CT and PET. The rapid growth in PET scans is attributable to the increasing recognition of the efficacy of PET scans in the diagnosis and monitoring of cancer. The number of MRI and CT scans continues to grow due to their wider acceptance by physicians and payors, an increasing number of applications for their use and a general increase in demand due to the aging population in the United States.

Industry trends

We believe the diagnostic imaging services industry will continue to grow as a result of a number of factors, including the following:

Escalating demand for healthcare services from an aging population

Persons over the age of 65 comprise one of the fastest growing segments of the population in the United States. According to the United States Census Bureau, this group is expected to increase as much as 33% from 2010 to 2020. Because diagnostic imaging use tends to increase as a person ages, we believe the aging population will generate more demand for diagnostic imaging procedures.

New effective applications for diagnostic imaging technology

New technological developments are expected to extend the clinical uses of diagnostic imaging technology and increase the number of scans performed. Recent technological advancements include:

• MRI spectroscopy, which can differentiate malignant from benign lesions;

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• MRI angiography, which can produce three-dimensional images of body parts and assess the status of blood vessels;

• enhancements in teleradiology systems, which permit the digital transmission of radiological images from one location to another for interpretation by radiologists at remote locations; and

• the development of combined PET/CT scanners, which combine the technology from PET and CT to create a powerful diagnostic imaging system.

Additional improvements in imaging technologies, contrast agents and scan capabilities are leading to new non-invasive methods of diagnosing blockages in the heart’s vital coronary arteries, liver metastases, pelvic diseases and vascular abnormalities without exploratory surgery. We believe that the use of the diagnostic capabilities of MRI and other imaging services will continue to increase because they are cost-effective, time-efficient and non-invasive, as compared to alternative procedures, including surgery, and that newer technologies and future technological advancements will further increase the use of imaging services. At the same time, the industry has increasingly used upgrades to existing equipment to expand applications, extend the useful life of existing equipment, improve image quality, reduce image acquisition time and increase the volume of scans that can be performed. We believe this trend toward equipment upgrades rather than equipment replacements will continue, as we do not foresee new imaging technologies on the near-term horizon that will displace MRI, CT or PET as the principal advanced diagnostic imaging modalities.

Wider physician and payor acceptance of the use of imaging

During the last 30 years, there has been a major effort undertaken by the medical and scientific communities to develop higher quality, cost-effective diagnostic imaging technologies and to minimize the risks associated with the application of these technologies. The thrust of product development during this period has largely been to reduce the hazards associated with conventional X-ray and nuclear medicine techniques and to develop new, harmless imaging technologies. As a result, the use of advanced diagnostic imaging modalities, such as MRI, CT and PET, which provide superior image quality compared to other diagnostic imaging technologies, has increased rapidly in recent years. These advanced modalities allow physicians to diagnose a wide variety of diseases and injuries quickly and accurately without exploratory surgery or other surgical or invasive procedures, which are usually more expensive, involve greater risk to patients and result in longer rehabilitation time. Because advanced imaging systems are increasingly seen as a tool for reducing long-term healthcare costs, they are gaining wider acceptance among payors.

Greater consumer awareness of and demand for preventive diagnostic screening

Diagnostic imaging, such as elective full-body scans, is increasingly being used as a screening tool for preventive care procedures. Consumer awareness of diagnostic imaging as a less invasive and preventive screening method has added to the growth in diagnostic imaging procedures. We believe that further technological advancements allowing for early diagnosis of diseases and disorders using less invasive procedures will create additional demand for diagnostic imaging.

Diagnostic imaging settings

Diagnostic imaging services are typically provided in one of the following settings:

Fixed-site, freestanding outpatient diagnostic facilities

These facilities range from single-modality to multi-modality facilities and are generally not owned by hospitals or clinics. These facilities depend upon physician referrals for their patients and generally do not maintain dedicated, contractual relationships with hospitals or clinics. In fact, these facilities may compete with hospitals or clinics that have their own imaging systems to provide services to these patients. These facilities bill third-party payors, such as managed care organizations, insurance companies, Medicare or Medicaid. All of our facilities are in this category.

Hospitals

Many hospitals provide both inpatient and outpatient diagnostic imaging services, typically on site. These inpatient and outpatient centers are owned and operated by the hospital or clinic, or jointly by both, and are

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primarily used by patients of the hospital or clinic. The hospital or clinic bills third-party payors, such as managed care organizations, insurance companies, Medicare or Medicaid.

While many hospitals own or lease their own equipment, certain hospitals provide these services by contracting with providers of mobile imaging equipment. Using specially designed trailers, mobile imaging service providers transport imaging equipment and provide services to hospitals and clinics on a part-time or full-time basis, thus allowing small to mid-size hospitals and clinics that do not have the patient demand to justify fixed on-site access to advanced diagnostic imaging technology. Diagnostic imaging providers contract directly with the hospital or clinic and are typically reimbursed directly by them.

Diagnostic imaging modalities

The principal diagnostic imaging modalities we use at our facilities are:

MRI

MRI has become widely accepted as the standard diagnostic tool for a wide and fast-growing variety of clinical applications for soft tissue anatomy, such as those found in the brain, spinal cord and interior ligaments of body joints such as the knee. MRI uses a strong magnetic field in conjunction with low energy electromagnetic waves that are processed by a computer to produce high-resolution, three-dimensional, cross-sectional images of body tissue, including the brain, spine, abdomen, heart and extremities. A typical MRI examination takes from 20 to 45 minutes. MRI systems can have either open or closed designs, routinely have magnetic field strength of 0.2 Tesla to 3.0 Tesla and are priced in the range of $0.6 million to $2.5 million. As of June 30, 2010, we had 147MRI systems in operation.

CT

CT provides higher resolution images than conventional X-rays, but generally not as well defined as those produced by MRI. CT uses a computer to direct the movement of an X-ray tube to produce multiple cross-sectional images of a particular organ or area of the body. CT is used to detect tumors and other conditions affecting bones and internal organs. It is also used to detect the occurrence of strokes, hemorrhages and infections. A typical CT examination takes from 15 to 45 minutes. CT systems are priced in the range of $0.3 million to $1.2 million. As of June 30, 2010, we had 86 CT systems in operation.

PET

PET scanning involves the administration of a radiopharmaceutical agent with a positron-emitting isotope and the measurement of the distribution of that isotope to create images for diagnostic purposes. PET scans provide the capability to determine how metabolic activity impacts other aspects of physiology in the disease process by correlating the reading for the PET with other tools such as CT or MRI. PET technology has been found highly effective and appropriate in certain clinical circumstances for the detection and assessment of tumors throughout the body, the evaluation of some cardiac conditions and the assessment of epilepsy seizure sites. The information provided by PET technology often obviates the need to perform further highly invasive or diagnostic surgical procedures. PET systems are priced in the range of $0.8 million to $2.5 million. In addition, we employ combined PET/CT systems that blend the PET and CT imaging modalities into one scanner. These combined systems are priced in the range of $1.1 million to $2.8 million. As of June 30, 2010, we had 33 PET or combination PET/CT systems in operation.

Nuclear medicine

Nuclear medicine uses short-lived radioactive isotopes that release small amounts of radiation that can be recorded by a gamma camera and processed by a computer to produce an image of various anatomical structures or to assess the function of various organs such as the heart, kidneys, thyroid and bones. Nuclear medicine is used primarily to study anatomic and metabolic functions. Nuclear medicine systems are priced in the range of $300,000 to $400,000. As of June 30, 2010, we had 42 nuclear medicine systems in operation.

X-ray

X-rays use roentgen rays to penetrate the body and record images of organs and structures on film. Digital X-ray systems add computer image processing capability to traditional X-ray images, which provides

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faster transmission of images with a higher resolution and the capability to store images more cost-effectively. X-ray systems are priced in the range of $95,000 to $440,000. As of June 30, 2010, we had 157 X-ray systems in operation.

Ultrasound

Ultrasound imaging uses sound waves and their echoes to visualize and locate internal organs. It is particularly useful in viewing soft tissues that do not X-ray well. Ultrasound is used in pregnancy to avoid X-ray exposure as well as in gynecological, urologic, vascular, cardiac and breast applications. Ultrasound systems are priced in the range of $90,000 to $250,000. As of June 30, 2010, we had 273 ultrasound systems in operation.

Mammography

Mammography is a specialized form of radiology using low dosage X-rays to visualize breast tissue and is the primary screening tool for breast cancer. Mammography procedures and related services assist in the diagnosis of and treatment planning for breast cancer. Analog mammography systems are priced in the range of $70,000 to $100,000, and digital mammography systems are priced in the range of $250,000 to $400,000. As of June 30, 2010, we had 131 mammography systems in operation, 120 of which are digital mammography systems.

Fluoroscopy

Fluoroscopy uses ionizing radiation combined with a video viewing system for real time monitoring of organs. Fluoroscopy systems are priced in the range of $100,000 to $400,000. As of June 30, 2010, we had 93 fluoroscopy systems in operation.

Our competitive strengths

Our position as the largest provider of freestanding, fixed-site outpatient diagnostic imaging services in the United States, based on number of centers and revenue

As of June 30, 2010, we operated 191 centers in California, Delaware, Maryland, New Jersey, Florida, Kansas and New York. Our size and scale allow us to achieve operating, sourcing and administrative efficiencies, including equipment and medical supply sourcing savings and favorable maintenance contracts from equipment manufacturers and other suppliers. Our specific knowledge of our geographic markets drives strong relationships with key payors, radiology groups and referring physicians within our markets.

Our comprehensive “multi-modality” diagnostic imaging offering

The vast majority of our centers offer multi-modality procedures, driving strong relationships with referring physicians and payors in our markets and a diversified revenue base. At each of our multi-modality facilities, we offer patients and referring physicians one location to serve their needs for multiple procedures. Furthermore, we have complemented many of our multi-modality sites with single-modality sites to accommodate overflow and to provide a full range of services within a local area consistent with demand. This prevents multiple patient visits or unnecessary travel between facilities, thereby increasing patient throughput and decreasing costs and time delays. Our revenue is generated by a broad mix of modalities. We believe our multi-modality strategy lessens our exposure to reimbursement changes in any specific modality.

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2009 Net Revenue by Modality

2009 Scan Volume by Modality

Our facility density in many highly populated areas of the United States

The strategic organization of our diagnostic imaging facilities into regional networks concentrated in major population centers in seven states offers unique benefits to our patients, our referring physicians, our payors and us. We are able to increase the convenience of our services to patients by implementing scheduling systems within geographic regions, where practical. For example, many of our diagnostic imaging facilities within a particular region can access the patient appointment calendars of other facilities within the same regional network to efficiently allocate time available and to meet a patient’s appointment, date, time or location preferences. The grouping of our facilities within regional networks enables us to easily move technologists and other personnel, as well as equipment, from under-utilized to over-utilized facilities on an as-needed basis, and drive referrals. Our organization of referral networks results in increased patient throughput, greater operating efficiencies, better equipment utilization rates and improved response time for our patients. We believe our networks of facilities and tailored service offerings for geographic areas drives local physician referrals, makes us an attractive candidate for selection as a preferred provider by third-party payors, creates economies of scale and provides barriers to entry by competitors in our markets.

Our strong relationships with payors and diversified payor mix

Our revenue is derived from a diverse mix of payors, including private payors, managed care capitated payors and government payors, which should mitigate our exposure to possible unfavorable reimbursement trends within any one payor class. In addition, our experience with capitation arrangements over the last several years has provided us with the expertise to manage utilization and pricing effectively, resulting in a predictable and recurring stream of revenue. We believe that third-party payors representing large groups of patients often prefer to enter into managed care contracts with providers that offer a broad array of diagnostic imaging services at convenient locations throughout a geographic area. During the year ended December 31, 2009, we received approximately 56% of our payments from commercial insurance payors, 15% from managed care capitated payors, 20% from Medicare and 3% from Medicaid. With the exception of Blue Cross/Blue Shield, which are managed by different entities in each of the states in which we operate, and Medicare, no single payor accounted for more than 5% of our net revenue for the twelve months ended December 31, 2009.

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2009 Payor Mix

Our strong relationships with experienced and highly regarded radiologists

Our contracted radiologists have outstanding credentials, strong relationships with referring physicians and a broad mix of sub-specialties. The collective experience and expertise of these radiologists translates into more accurate and efficient service to patients. Our close relationship with Dr. Berger, our President and Chief Executive Officer, and BRMG in California and our long-term arrangements with radiologists outside of California enable us to better ensure that medical service provided at our facilities is consistent with the needs and expectations of our referring physicians, patients and payors.

Our experienced and committed management team

Our senior management group has more than 100 years of combined healthcare management experience. Our executive management team has created our differentiated approach based on their comprehensive understanding of the diagnostic imaging industry and the dynamics of our regional markets. We have a track record of successful acquisitions and integration of acquired businesses into RadNet, and have managed the business through a variety of economic and reimbursement cycles. As of June 30, 2010, our management (other than non-employee directors) beneficially owned approximately 28.3% of our common stock.

Our technologically advanced imaging systems

We have invested significant capital in our imaging systems over the last three years. Our state-of-the-art imaging systems can perform high quality scans more rapidly and can be used for a wider variety of imaging applications than less advanced systems. While general X-ray remains the most commonly performed diagnostic imaging procedure, the fastest growing and higher margin procedures are MRI, CT and PET. Because technological change in diagnostic imaging is gradual, most of our systems can be upgraded with software or hardware enhancements, which should allow us to continue to provide advanced technology without significant capital expenditure to replace an entire system. In recent years, we have made significant investments in upgrading our facilities to 100% digital imaging technology, inclusive of X-ray and mammography, and believe our advanced imaging systems will drive increased applications and higher patient throughput.

Business strategy

Maximize performance at our existing facilities

We intend to enhance our operations and increase scan volume and revenue at our existing facilities by expanding physician relationships and increasing the range of procedures available.

Focus on profitable contracting

We regularly evaluate our contracts with third-party payors, industry vendors and radiology groups, as well as our equipment and real property leases, to determine how we may improve the terms to increase our revenues and reduce our expenses. Because many of our contracts with third party payors are short-term in nature, we can regularly renegotiate these contracts, if necessary. We believe our position as a leading provider of diagnostic imaging services and our long-term relationships with physician groups in our markets enable us to obtain more favorable contract terms than would be available to smaller or less experienced imaging services providers.

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Expand MRI, CT and PET Applications

We intend to continue to use expanding MRI, CT and PET applications as they become commercially available. Most of these applications can be performed by our existing MRI, CT and PET systems with upgrades to software and hardware, thereby minimizing capital expenditure requirements. We intend to introduce applications that will decrease scan and image-reading time and increase our productivity.

Optimize operating efficiencies

We intend to maximize our equipment utilization by adding, upgrading and re-deploying equipment where we experience excess demand. We will continue to trim excess operating and general and administrative costs where it is feasible to do so, including consolidating, divesting or closing under-performing facilities to reduce operating costs and improve operating income. We may also continue to use, where appropriate, highly trained radiology physician assistants to perform, under appropriate supervision of radiologists, basic services traditionally performed by radiologists. We will continue to upgrade our advanced information technology system to create cost reductions for our facilities in areas such as image storage, support personnel and financial management.

Expand our networks

We intend to continue to expand the number of our facilities through new developments and targeted acquisitions, using a disciplined approach for evaluating and entering new areas, including consideration of whether we have adequate financial resources to expand. Our current plans are to strengthen our market presence in geographic areas where we currently have existing operations and to expand into neighboring and other areas which we determine to be appropriate. We perform extensive due diligence before developing a new facility or acquiring an existing facility, including surveying local referral sources and radiologists, as well as examining the demographics, reimbursement environment, competitive landscape and intrinsic demand of the geographic market. We generally will only enter new markets where:

• there is sufficient patient demand for outpatient diagnostic imaging services;

• we believe we can gain significant market share;

• we can build key referral relationships or we have already established such relationships; and

• payors are receptive to our entry into the market.

Our services

We offer a comprehensive set of imaging services including MRI, CT, PET, nuclear medicine, X-ray, ultrasound, mammography, fluoroscopy and other related procedures. We focus on providing standardized high quality imaging services, regardless of location, to ensure patients, physicians and payors consistency in service and quality. To ensure the high quality of our services, we monitor patient satisfaction, timeliness of services to patients and reports to physicians. We believe our fees are generally lower than hospital fees for the services we provide.

The key features of our services include:

• patient-friendly, non-clinical environments;

• a 24-hour turnaround on routine examinations;

• interpretations within one to two hours, if needed;

• flexible patient scheduling, including same-day appointments;

• extended operating hours, including weekends;

• reports delivered by courier, facsimile or email;

• availability of second opinions and consultations;

• availability of sub-specialty interpretations at no additional charge; and

• standardized fee schedules by region.

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Radiology professionals

In the states in which we provide services (except Florida), a lay person or any entity other than a professional corporation or similar professional organization is not allowed to practice medicine, including by employing professional persons or by having any ownership interest or profit participation in or control over any medical professional practice. This doctrine is commonly referred to as the prohibition on the “corporate practice” of medicine. In order to comply with this prohibition, we contract with radiologists to provide professional medical services in our facilities, including the supervision and interpretation of diagnostic imaging procedures. The radiology practice maintains full control over the physicians it employs. Pursuant to each management contract, we make available the imaging facility and all of the furniture and medical equipment at the facility for use by the radiology practice, and the practice is responsible for staffing the facility with qualified professional medical personnel. In addition, we provide management services and administration of the non-medical functions relating to the professional medical practice at the facility, including among other functions, provision of clerical and administrative personnel, bookkeeping and accounting services, billing and collection, provision of medical and office supplies, secretarial, reception and transcription services, maintenance of medical records, and advertising, marketing and promotional activities. As compensation for the services furnished under contracts with radiologists, we generally receive an agreed percentage of the medical practice billings for, or collections from, services provided at the facility, typically varying between 75% to 85% of global net revenue or collections after deduction of the professional fees.

At all but 10 of our California facilities we contract, directly or through BRMG, with other radiology groups to provide professional medical services. At our imaging facilities we charge a fee for our services as manager of the entity which owns the center.

Many states have also enacted laws prohibiting a licensed professional from splitting fees derived from the practice of medicine with an unlicensed person or business entity. We do not believe that the management, administrative, technical and other non-medical services we provide to each of our contracted radiology groups violate the corporate practice of medicine prohibition or that the fees we charge for such services violate the fee splitting prohibition. However, the enforcement and interpretation of these laws by regulatory authorities and state courts vary from state to state. If our arrangements with our independent contractor radiology groups are found to violate state laws prohibiting the practice of medicine by general business corporations or fee splitting, our business, financial condition and ability to operate in those states could be adversely affected.

BRMG in California

Howard G. Berger, M.D., is our President and Chief Executive Officer, a member of our Board of Directors and owns approximately 15% of our outstanding common stock. Dr. Berger also owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at 92 of our facilities located in California under a management agreement with us, and contracts with various other independent physicians and physician groups to provide the professional medical services at most of our other California facilities. We obtain professional medical services from BRMG in California, rather than provide such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of our close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that medical service is provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated physician groups.

We believe that physicians are drawn to BRMG and the other radiologist groups with whom we contract by the opportunity to work with the state-of-the-art equipment we make available to them, as well as the opportunity to receive specialized training through our fellowship programs, and engage in clinical research programs, which generally are available only in university settings and major hospitals.

As of December 31, 2009, BRMG employed 78 full-time and nine part-time radiologists. Under our management agreement with BRMG, we are paid a percentage of the amounts collected for the professional services BRMG physicians render as compensation for our services and for the use of our facilities and equipment. For the year ended December 31, 2009, this percentage was 79%. The percentage may be

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adjusted, if necessary, to ensure that the parties receive the fair value for the services they render. The following are the other principal terms of our management agreement with BRMG:

• The agreement expires on January 1, 2014. However, the agreement automatically renews for consecutive 10-year periods, unless either party delivers a notice of non-renewal to the other party no later than six months prior to the scheduled expiration date. Either party may terminate the agreement if the other party defaults under its obligations, after notice and an opportunity to cure. We may terminate the agreement if Dr. Berger no longer owns at least 60% of the equity of BRMG; as of June 30, 2010, he owned 99% of the equity of BRMG.

• At its expense, BRMG employs or contracts with an adequate number of physicians necessary to provide all professional medical services at all of our California facilities, except for 10 facilities for which we contract with separate medical groups.

• At our expense, we provide all furniture, furnishings and medical equipment located at the facilities and we manage and administer all non-medical functions at, and provide all nurses and other non-physician personnel required for the operation of, the facilities.

• If BRMG wants to open a new facility, we have the right of first refusal to provide the space and services for the facility under the same terms and conditions set forth in the management agreement.

• If we want to open a new facility, BRMG must use its best efforts to provide medical personnel under the same terms and conditions set forth in the management agreement. If BRMG cannot provide such personnel, we have the right to contract with other physicians to provide services at the facility.

• BRMG must maintain medical malpractice insurance for each of its physicians with coverage limits not less than $1 million per incident and $3 million in the aggregate per year. BRMG also has agreed to indemnify us for any losses we suffer that arise out of the acts or omissions of BRMG and its employees, contractors and agents.

Non-California locations and 10 California locations

At the 10 centers in California that BRMG does not provide professional medical services, and at all of the centers which are located outside of California, we have entered into long-term contracts with prominent third-party radiology groups in the area to provide physician services at those facilities. These arrangements also allow us to comply with the prohibition against the “corporate practice” of medicine in other states in which we operate (except in Florida which does not have an equivalent statute prohibiting the corporate practice of medicine).

These third-party radiology practice groups provide professional services, including supervision and interpretation of diagnostic imaging procedures, in our diagnostic imaging centers. The radiology practices maintain full control over the provision of professional services. The contracted radiology practices generally have outstanding physician and practice credentials and reputations; strong competitive market positions; a broad sub-specialty mix of physicians; a history of growth and potential for continued growth. In these facilities we have entered into long-term agreements (typically 10 – 40 years in length) under which, in addition to obtaining technical fees for the use of our diagnostic imaging equipment and the provision of technical services, we provide management services and receive a fee based on the practice group’s professional revenue. We typically receive 100% of the technical reimbursements associated with imaging procedures plus certain fees paid to us for providing additional management services. The radiology practice groups retain the professional reimbursements associated with imaging procedures after deducting certain additional management service fees paid to us.

Additionally, we perform certain management services for a portion of the professional groups with whom we contract who provide professional radiology services at local hospitals. For performing these management services, which include billing, collecting, transcription and medical coding, we receive management fees.

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Payors

The fees charged for diagnostic imaging services performed at our facilities are paid by a diverse mix of payors, as illustrated for the following periods presented in the table below:

	% of Net Revenue
	Three Months Ended June 30, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
Commercial Insurance(1)		55.5	%		56	%		56	%		57	%
Managed Care Capitated Payors		15.6	%		15	%		15	%		15	%
Medicare		19.5	%		20	%		20	%		19	%
Medicaid		3	%		3	%		3	%		3	%
Other(2)		2.3	%		2	%		2	%		2	%
Workers Compensation/Personal Injury		4.1	%		4	%		4	%		4	%

(1) Includes Blue Cross/Blue Shield plans, which represented 19% of our net revenue for the year ended December 31, 2007, 19% of our net revenue for the year ended December 31, 2008 and 24% of our net revenue for the year ended December 31, 2009.

(2) Includes co-payments, direct patient payments and payments through contracts with physician groups and other non-insurance company payors.

We have described below the types of reimbursement arrangements we have with third-party payors.

Commercial insurance

Generally, insurance companies reimburse us, directly or indirectly, including through BRMG in California or through the contracted radiology groups elsewhere, on the basis of agreed upon rates. These rates are on average approximately the same as the rates set forth in the Medicare Physician Fee Schedule for the particular service. The patients are generally not responsible for any amount above the insurance allowable amount.

Managed care capitation agreements

Under these agreements, which are generally between BRMG in California and outside of California between the contracted radiology group and the payor, typically an independent physician group or other medical group, the payor pays a pre-determined amount per-member per-month in exchange for the radiology group providing all necessary covered services to the managed care members included in the agreement. These contracts pass much of the financial risk of providing outpatient diagnostic imaging services, including the risk of over-use, from the payor to the radiology group and, as a result of our management agreement with the radiology group, to us.

We believe that through our comprehensive utilization management, or UM, program we have become highly skilled at assessing and moderating the risks associated with the capitation agreements, so that these agreements are profitable for us. Our UM program is managed by our UM department, which consists of administrative and nursing staff as well as BRMG medical staff who are actively involved with the referring physicians and payor management in both prospective and retrospective review programs. Our UM program includes the following features, all of which are designed to manage our costs while ensuring that patients receive appropriate care:

• Physician Education

At the inception of a new capitation agreement, we provide the new referring physicians with binders of educational material comprised of proprietary information that we have prepared and third-party information we have compiled, which are designed to address diagnostic strategies for common diseases. We distribute additional material according to the referral practices of the group as determined in the retrospective analysis described below.

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• Prospective Review

Referring physicians are required to submit authorization requests for non-emergency high-intensity services: MRI, CT, special procedures and nuclear medicine studies. The UM medical staff, according to accepted practice guidelines, considers the necessity and appropriateness of each request. Notification is then sent to the imaging facility, referring physician and medical group. Appeals for cases not approved are directed to us. The capitated payor has the final authority to uphold or deny our recommendation.

• Retrospective Review

We collect and sort encounter activity by payor, place of service, referring physician, exam type and date of service. The data is then presented in quantitative and analytical form to facilitate understanding of utilization activity and to provide a comparison between fee-for-service and Medicare equivalents. Our Medical Director prepares a quarterly report for each payor and referring physician, which we send to them. When we find that a referring physician is over utilizing services, we work with the physician to modify referral patterns.

Medicare/Medicaid

Medicare is the federal health insurance program for people age 65 or older and people under age 65 with certain disabilities. Medicaid, funded by both the federal government and states, is a state-administered health insurance program for qualifying low-income and medically needy persons. For services for which we bill Medicare directly or indirectly, including through contracted radiologists, we are paid under the Medicare Physician Fee Schedule. Medicare patients usually pay a 20% co-payment unless they have secondary insurance. Medicaid rates are set by the individual states for each state program and Medicaid patients may be responsible for a modest co-payment.

Contracts with physician groups and other entities

For some of our contracts with physician groups and other providers, we do not bill payors, but instead accept agreed upon rates for our radiology services.

Contracts with physician groups and other non-insurance company payors

These payors reimburse us, directly or indirectly, on the basis of agreed upon rates. These rates are typically at or below the rates set forth in the current Medicare Fee Schedule for the particular service. However, we often agree to a specified rate for MRI and CT procedures that is not tied to the Medicare Fee Schedule. The patients are generally not responsible for the unreimbursed portion.

Facilities

Through our wholly owned subsidiaries, we operate 102 fixed-site, freestanding outpatient diagnostic imaging facilities in California, 39 in the Baltimore-Washington, D.C. area, 23 in the Rochester, Brooklyn and Hudson Valley areas of New York, 13 in Delaware, 10 in New Jersey, as well as three individual facilities in Florida and one in Kansas. We lease the premises at which these facilities are located.

Our facilities are primarily located in regional networks that we refer to as regions. The majority of our facilities are multi-modality sites, offering various combinations of MRI, CT, PET, nuclear medicine, ultrasound, X-ray, fluoroscopy services and other related procedures. A portion of our facilities are single-modality sites, offering either X-ray or MRI services. Consistent with our regional network strategy, we locate our single-modality facilities near multi-modality facilities, to help accommodate overflow in targeted demographic areas.

The following table sets forth the number of our facilities for each year during the five-year period ended December 31, 2009 and the six months ended June 30, 2010:

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	Six Months Ended June 30,			Year Ended December 31,
	2010			2009			2008			2007			2006			2005
Total facilities owned or managed (at beginning of the year)		180			164			141			132			57			56
Facilities added by:
Acquisition*		11			14			24			12			78			—
Internal development		3			3			4			2			4			1
Facilities closed or sold		(3	)		(1	)		(5	)		(5	)		(7	)		—
Total facilities owned or managed (at period end)		191			180			164			141			132*			57

* Includes 69 Radiologix facilities acquired on November 15, 2006.

Diagnostic imaging equipment

The following table indicates, as of June 30, 2010, the quantity of principal diagnostic equipment available at our facilities, by region:

	MRI		Open/MRI		CT		PET/CT		Mammo		Ultrasound		X-ray		Nuc Med		Fluoroscopy		Total
Kansas		—		—		—		—		—		—		—		—		—		—
California		50		23		34		19		67		111		72		17		56		449
Florida		2		1		2		1		6		5		4		2		2		25
Delaware		7		1		6		1		4		14		14		1		4		52
New Jersey		9		2		4		—		7		18		—		—		6		46
New York		18		1		13		3		14		37		18		2		9		115
Maryland		24		9		27		9		33		88		49		20		16		275
Total		110		37		86		33		131		273		157		42		93		962

The average age of our MRI and CT units is less than six years, and the average age of our PET units is less than four years. The useful life of our MRI, CT and PET units is typically ten years.

Facility acquisitions and divestitures

Information regarding our facility acquisitions can be found within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Note 3 to the consolidated financial statements of this prospectus.

Information technology

Our corporate headquarters and many of our facilities are interconnected through a state-of-the-art information technology system. This system, which is compliant with the Health Insurance Portability and Accountability Act of 1996, is comprised of a number of integrated applications and provides a single operating platform for billing and collections, electronic medical records, practice management and image management.

This technology has created cost reductions for our facilities in areas such as image storage, support personnel and financial management and has further allowed us to optimize the productivity of all aspects of our business by enabling us to:

• capture patient demographic, history and billing information at point-of-service;

• automatically generate bills and electronically file claims with third-party payors;

• record and store diagnostic report images in digital format;

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• digitally transmit in real-time diagnostic images from one location to another, thus enabling networked radiologists to cover larger geographic markets by using the specialized training of other networked radiologists;

• perform claims, rejection and collection analysis; and

• perform sophisticated financial analysis, such as analyzing cost and profitability, volume, charges, current activity and patient case mix, with respect to each of our managed care contracts.

Diagnostic reports and images are currently accessible via the Internet by our California referring providers. We have worked with some of the larger medical groups in California with whom we have contracts to provide access to this content through their web portals. We are in the process of making such services available outside of California.

Personnel

At June 30, 2010, we had a total of 3,002 full-time, 516 part-time and 356 per diem employees, including those employed by BRMG. These numbers include 73 full-time and four part-time physicians and 839 full-time, 323 part-time and 218 per-diem technologists.

We employ site managers who are responsible for overseeing day-to-day and routine operations at each of our facilities, including staffing, modality and schedule coordination, referring physician and patient relations and purchasing of materials. These site managers report to regional managers and directors, who are responsible for oversight of the operations of all facilities within their region, including sales, marketing and contracting. The regional managers and directors, along with our directors of contracting, marketing, facilities, management/purchasing and human resources report to our chief operating officers. These officers, our chief financial officer, our director of information services and our medical director report to our chief executive officer.

None of our employees is subject to a collective bargaining agreement nor have we experienced any work stoppages. We believe our relationship with our employees is good.

Marketing

As of June 30, 2010, our California marketing team consisted of one director of marketing, six territory sales managers and 20 customer service representatives. Our eastern marketing team consists of 27 customer sales representatives and six sales managers who each report to a district manager. Our marketing team employs a multi-pronged approach to marketing, including physician, payor and sports marketing programs.

Physician marketing

Each customer service representative is responsible for marketing activity on behalf of one or more facilities. The representatives act as a liaison between the facility and referring physicians, holding meetings periodically and on an as-needed basis with them and their staff to present educational programs on new applications and uses of our systems and to address particular patient service issues that have arisen. In our experience, consistent hands-on contact with a referring physician and his or her staff generates goodwill and increases referrals. The representatives also continually seek to establish referral relationships with new physicians and physician groups. In addition to a base salary and a car allowance, each representative receives a quarterly bonus if the facility or facilities on behalf of which he or she markets meets specified net revenue goals for the quarter.

Payor marketing

Our marketing team regularly meets with managed care organizations and insurance companies to solicit contracts and meet with existing contracting payors to solidify those relationships. The comprehensiveness of our services, the geographic location of our facilities and the reputation of the physicians with whom we contract all serve as tools for obtaining new or repeat business from payors.

Sports marketing program

We have a sports marketing program designed to increase our public profile. We provide X-ray equipment and a technician for all of the basketball games of the Lakers, Clippers and Sparks held at the

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Staples Center in Los Angeles, Ducks hockey games held at the Honda Center in Anaheim, and University of Southern California football games held in the Los Angeles Coliseum. In exchange for this service, we receive game tickets and an advertisement in each team program throughout the season. In addition, we have a close relationship with the physicians for some of these teams.

Suppliers

Historically, we have acquired a majority of our advanced diagnostic imaging equipment from GE Medical Systems, Inc., and we purchase medical supplies from various national vendors. We believe that we have excellent working relationships with all of our major vendors. However, there are several comparable vendors for our supplies that would be available to us if one of our current vendors becomes unavailable.

We primarily acquire our equipment with cash or through various financing arrangements with equipment vendors and third party equipment finance companies involving the use of capital leases with purchase options at minimal prices at the end of the lease term. At June 30, 2010, capital lease obligations, excluding interest, totaled approximately $21.8 million through 2014, including current installments totaling approximately $7.1 million. If we open or acquire additional imaging facilities, we may have to incur material capital lease obligations.

Timely, effective maintenance is essential for achieving high utilization rates of our imaging equipment. We have an arrangement with GE Medical Systems, Inc. under which it has agreed to be responsible for the maintenance and repair of a majority of our equipment for a fee that is based upon a percentage of our revenue, subject to a minimum payment. Net revenue is reduced by the provision for bad debts, mobile PET revenue and other professional reading service revenue to obtain adjusted net revenue.

Competition

The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities, the quality of our diagnostic imaging services and technologists and the ability to establish and maintain relationships with healthcare providers and referring physicians. We compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment. Our competitors include Alliance Healthcare Services, Inc., Diagnostic Imaging Group, In Sight Health Services Corp. and American Radiology Services. Some of our competitors may now or in the future have access to greater financial resources than we do and may have access to newer, more advanced equipment. In addition, some physician practices have established their own diagnostic imaging facilities within their group practices to compete with us. We experience additional competition as a result of those activities.

Each of the non-BRMG contracted radiology practices under the comprehensive services model has entered into agreements with its physician shareholders and full-time employed radiologists that generally prohibit those shareholders and radiologists from competing for a period of two years within defined geographic regions after they cease to be owners or employees, as applicable. In certain states, like California, a covenant not to compete is enforced in limited circumstances involving the sale of a business. In other states, a covenant not to compete will be enforced only:

• to the extent it is necessary to protect a legitimate business interest of the party seeking enforcement;

• if it does not unreasonably restrain the party against whom enforcement is sought; and

• if it is not contrary to public interest.

Enforceability of a non-compete covenant is determined by a court based on all of the facts and circumstances of the specific case at the time enforcement is sought. For this reason, it is not possible to predict whether or to what extent a court will enforce the contracted radiology practices’ covenants. The inability of the contracted radiology practices or us to enforce radiologist’s non-compete covenants could result in increased competition from individuals who are knowledgeable about our business strategies and operations.

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Liability insurance

We maintain insurance policies with coverage we believe is appropriate in light of the risks attendant to our business and consistent with industry practice. However, adequate liability insurance may not be available to us in the future at acceptable costs or at all. We maintain general liability insurance and professional liability insurance in commercially reasonable amounts. Additionally, we maintain workers’ compensation insurance on all of our employees. Coverage is placed on a statutory basis and responds to individual state’s requirements.

Pursuant to our agreements with physician groups with whom we contract, including BRMG, each group must maintain medical malpractice insurance for each physician in the group, having coverage limits of not less than $1.0 million per incident and $3.0 million in the aggregate per year.

California’s medical malpractice cap further reduces our exposure. California places a $250,000 limit on non-economic damages for medical malpractice cases. Non-economic damages are defined as compensation for pain, suffering, inconvenience, physical impairment, disfigurement and other non-pecuniary injury. The cap applies whether the case is for injury or death, and it allows only one $250,000 recovery in a wrongful death case. No cap applies to economic damages. Other states in which we now operate do not have similar limitations and in those states we believe our insurance coverage to be sufficient.

We maintain a $5.0 million key-man life insurance policy on the life of Dr. Berger. We are the beneficiary under the policy.

Regulation

General

The healthcare industry is highly regulated, and we can give no assurance that the regulatory environment in which we operate will not change significantly in the future. Our ability to operate profitably will depend in part upon us, and the contracted radiology practices and their affiliated physicians obtaining and maintaining all necessary licenses and other approvals, and operating in compliance with applicable healthcare regulations. We believe that healthcare regulations will continue to change. Therefore, we monitor developments in healthcare law and modify our operations from time to time as the business and regulatory environment changes. Although we intend to continue to operate in compliance, we cannot ensure that we will be able to adequately modify our operations so as to address changes in the regulatory environment.

Licensing and certification laws

Ownership, construction, operation, expansion and acquisition of diagnostic imaging facilities are subject to various federal and state laws, regulations and approvals concerning licensing of facilities and personnel. In addition, free-standing diagnostic imaging facilities that provide services not performed as part of a physician office must meet Medicare requirements to be certified as an independent diagnostic testing facility to bill the Medicare program. We may not be able to receive the required regulatory approvals for any future acquisitions, expansions or replacements, and the failure to obtain these approvals could limit the market for our services. We have experienced a slowdown in the credentialing of our physicians over the last several years which has lengthened our billing and collection cycle.

Corporate practice of medicine

In the states in which we operate, a lay person or any entity other than a professional corporation or other similar professional organization is not allowed to practice medicine, including by employing professional persons or by having any ownership interest or profit participation in or control over any medical professional practice. The laws of such states also prohibit a lay person or a non-professional entity from exercising control over the medical judgments or decisions of physicians and from engaging in certain financial arrangements, such as splitting professional fees with physicians. We structure our relationships with the radiology practices, including the purchase of diagnostic imaging facilities, in a manner that we believe keeps us from engaging in the practice of medicine, exercising control over the medical judgments or decisions of the radiology practices or their physicians, or violating the prohibitions against fee-splitting. There can be no assurance that our present arrangements with BRMG or the other physicians providing

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medical services and medical supervision at our imaging facilities will not be challenged, and, if challenged, that they will not be found to violate the corporate practice of medicine or fee splitting prohibitions, thus subjecting us to a potential combination of damages, injunction and civil and criminal penalties or require us to restructure our arrangements in a way that would affect the control or quality of our services or change the amounts we receive under our management agreements, or both.

Medicare and Medicaid fraud and abuse

Our revenue is derived through our ownership, operation and management of diagnostic imaging centers and from service fees paid to us by contracted radiology practices. During the three months ended June 30, 2010, approximately 19.5% of our revenue generated at our diagnostic imaging centers was derived from federal government sponsored healthcare programs (Medicare) and 3% from state sponsored programs (Medicaid).

Federal law known as the Anti-kickback Statute prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the referral of a person, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under the Medicare, Medicaid or other governmental programs or (iii) the purchase, lease or order or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under the Medicare, Medicaid or other governmental programs. Enforcement of this anti-kickback law is a high priority for the federal government, which has substantially increased enforcement resources and is scheduled to continue increasing such resources. Noncompliance with the federal Anti-kickback Statute can result in exclusion from the Medicare, Medicaid or other governmental programs and civil and criminal penalties.

As described above, the Anti-kickback Statute is broad, and it prohibits many arrangements and practices that are lawful in businesses outside of the healthcare industry. Recognizing that the Anti-kickback Statute is broad and may technically prohibit many innocuous or beneficial arrangements within the healthcare industry, the Office of the Inspector General of the U.S. Department of Health and Human Services issued regulations in July of 1991, which the Department has referred to as “safe harbors.” These safe harbor regulations set forth certain provisions which, if met in form and substance, will assure healthcare providers and other parties that they will not be prosecuted under the federal Anti-kickback Statute. Additional safe harbor provisions providing similar protections have been published intermittently since 1991. Our arrangements with physicians, physician practice groups, hospitals and other persons or entities who are in a position to refer may not fully meet the stringent criteria specified in the various safe harbors. Although full compliance with these provisions ensures against prosecution under the federal Anti-kickback Statute, the failure of a transaction or arrangement to fit within a specific safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal Anti-kickback Statute will be pursued.

Although some of our arrangements may not fall within a safe harbor, we believe that such business arrangements do not violate the Anti-kickback Statute because we are careful to structure them to reflect fair market value and ensure that the reasons underlying our decision to enter into a business arrangement comport with reasonable interpretations of the Anti-kickback Statute. However, even though we continuously strive to comply with the requirements of the Anti-kickback Statute, liability under the Anti-kickback Statute may still arise because of the intentions or actions of the parties with whom we do business. While we are not aware of any such intentions or actions, we have only limited knowledge regarding the intentions or actions underlying those arrangements. Conduct and business arrangements that do not fully satisfy one of these safe harbor provisions may result in increased scrutiny by government enforcement authorities such as the Office of the Inspector General.

Significant prohibitions against physician referrals have been enacted by Congress. These prohibitions include the Ethics in Patient Referral Act of 1989 which is commonly known as the Stark Law. The Stark Law prohibits a physician from referring Medicare patients to an entity providing designated health services, as defined under the Stark Law, including, without limitation, radiology services, in which the physician (or immediate family member) has an ownership or investment interest or with which the physician (or immediate family member) has entered into a compensation arrangement. The Stark Law also prohibits the entity from billing for any such prohibited referral. The penalties for violating the Stark Law include a prohibition on payment by these governmental programs and civil penalties of as much as $15,000 for each violation referral

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and $100,000 for participation in a circumvention scheme. We believe that, although we receive fees under our service agreements for management and administrative services, we are not in a position to make or influence referrals of patients.

On January 4, 2001, the CMS published the first phase of the final regulations to implement the Stark Law. CMS subsequently released phase two of the Stark Law final rule as a final rule effective July 26, 2004; phase three, effective on December 4, 2007; and finally, on August 19, 2008, CMS finalized additional changes to the Stark Law which became effective on October 1, 2009. Under the Stark Law, radiology and certain other imaging services and radiation therapy services and supplies are services included in the designated health services subject to the self-referral prohibition. Such services include the professional and technical components of any diagnostic test or procedure using X-rays, ultrasound or other imaging services, CT, MRI, radiation therapy and diagnostic mammography services (but not screening mammography services). The Stark Law, however, excludes from designated health services: (i) X-ray, fluoroscopy or ultrasound procedures that require the insertion of a needle, catheter, tube or probe through the skin or into a body orifice; (ii) radiology procedures that are integral to the performance of, and performed during, non-radiological medical procedures; and (iii) invasive or interventional radiology, because the radiology services in these procedures are merely incidental or secondary to another procedure that the physician has ordered. Beginning January 1, 2007, PET and nuclear medicine procedures are included as designated health services under the Stark Law.

The Stark Law provides that a request by a radiologist for diagnostic radiology services or a request by a radiation oncologist for radiation therapy, if such services are furnished by or under the supervision of such radiologist or radiation oncologist pursuant to a consultation requested by another physician, does not constitute a referral by a referring physician. If such requirements are met, the Stark Law self-referral prohibition would not apply to such services. The effect of the Stark Law on the radiology practices, therefore, will depend on the precise scope of services furnished by each such practice’s radiologists and whether such services derive from consultations or are self-generated. We believe that, other than self-referred patients, all of the services covered by the Stark Law provided by the contracted radiology practices derive from requests for consultation by non-affiliated physicians. Therefore, we believe that the Stark Law is not implicated by the financial relationships between our operations and the contracted radiology practices.

In addition, we believe that we have structured our acquisitions of the assets of existing practices, and we intend to structure any future acquisitions, so as not to violate the Anti-kickback Statute and Stark Law and regulations. Specifically, we believe the consideration paid by us to physicians to acquire the tangible and intangible assets associated with their practices is consistent with fair market value in arms’ length transactions and is not intended to induce the referral of patients or other business generated by such physicians. Should any such practice be deemed to constitute an arrangement designed to induce the referral of Medicare or Medicaid patients, then our acquisitions could be viewed as possibly violating anti-kickback and anti-referral laws and regulations. A determination of liability under any such laws could have a material adverse effect on our business, financial condition and results of operations.

The federal government embarked on an initiative to audit all Medicare carriers, which are the companies that adjudicate and pay Medicare claims. These audits are expected to intensify governmental scrutiny of individual providers. An unsatisfactory audit of any of our diagnostic imaging facilities or contracted radiology practices could result in any or all of the following: significant repayment obligations, exclusion from the Medicare, Medicaid or other governmental programs, and civil and criminal penalties.

Federal regulatory and law enforcement authorities have increased enforcement activities with respect to Medicare, Medicaid fraud and abuse regulations and other reimbursement laws and rules, including laws and regulations that govern our activities and the activities of the radiology practices. The federal government also has increased funding to fight healthcare fraud and is coordinating its enforcement efforts among various agencies, such as the U.S. Department of Justice, the U.S. Department of Health and Human Services Office of Inspector General, and state Medicaid fraud control units. The trend towards increased funding is also seen most recently in President Obama’s budget for fiscal year 2011. The government may investigate our or the

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radiology practices’ activities, claims may be made against us or the radiology practices and these increased enforcement activities may directly or indirectly have an adverse effect on our business, financial condition and results of operations.

State anti-kickback and physician self-referral laws

Many states have adopted laws similar to the federal Anti-kickback Statute. Some of these state prohibitions apply to referral of patients for healthcare services reimbursed by any source, not only the Medicare and Medicaid programs. Although we believe that we comply with both federal and state Anti-kickback laws, any finding of a violation of these laws could subject us to criminal and civil penalties or possible exclusion from federal or state healthcare programs. Such penalties would adversely affect our financial performance and our ability to operate our business.

Federal False Claims Act

The federal False Claims Act provides, in part, that the federal government may bring a lawsuit against any person who it believes has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim approved. The federal False Claims Act further provides that a lawsuit thereunder may be initiated in the name of the United States by an individual, a “whistleblower,” who is an original source of the allegations. The government has taken the position that claims presented in violation of the federal Anti-kickback Law or Stark Law may be considered a violation of the federal False Claims Act. Penalties include civil penalties of not less than $5,500 and not more than $11,000 for each false claim, plus three times the amount of damages that the federal government sustained because of the act of that person.

Recently, the number of suits brought against healthcare providers by private individuals has increased dramatically. Further, on May 20, 2009, President Obama signed into law the Fraud Enforcement and Recovery Act of 2009 (FERA), which greatly expanded the types of entities and conduct subject to the False Claims Act. Also, various states are considering or have enacted laws modeled after the federal False Claims Act. Under the DRA, states are being encouraged to adopt false claims acts similar to the federal False Claims Act, which establish liability for submission of fraudulent claims to the State Medicaid program and contain whistleblower provisions. Even in instances when a whistleblower action is dismissed with no judgment or settlement, we may incur substantial legal fees and other costs relating to an investigation. Future actions under the False Claims Act may result in significant fines and legal fees, which would adversely affect our financial performance and our ability to operate our business.

We believe that we are in compliance with the rules and regulations that apply to the federal False Claims Act as well as its state counterparts. However, we could be found to have violated certain rules and regulations resulting in sanctions under the federal False Claims Act or its state counterparts. If we are so found in violation, any sanctions imposed could result in fines and penalties and restrictions on and exclusion from participation in federal and state healthcare programs that are integral to our business.

Healthcare reform legislation

Healthcare reform legislation enacted in the first quarter of 2010 by the Patient Protection and Affordable Care Act or PPACA, specifically requires the U.S. Department of Health and Human Services, in computing physician practice expense relative value units, to increase the equipment utilization factor for advanced diagnostic imaging services (such as MRI, CT and PET) from a presumed utilization rate of 50% to 65% for 2010 through 2012, 70% in 2013, and 75% thereafter. Excluded from the adjustment are low-technology imaging modalities such as ultrasound, X-ray and fluoroscopy. The Health Care and Education Reconciliation Act of 2010 (H.R. 4872), which was passed by the Senate and approved by the President on March 30, 2010, amends the provision for higher presumed utilization of advanced diagnostic imaging services to a presumed rate of 75%. The higher utilization rate should be fully implemented beginning in 2011, in place of the phase-in approach provided in the PPACA. These changes may result in decreased revenue for the scans we perform for Medicare beneficiaries. Other changes in reimbursement for services rendered by Medicare Advantage plans may also reduce the revenues we receive for services rendered to Medicare Advantage enrollees.

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Health Insurance Portability and Accountability Act of 1996

Congress enacted HIPAA, in part, to combat healthcare fraud and to protect the privacy and security of patients’ individually identifiable healthcare information. HIPAA, among other things, amends existing crimes and criminal penalties for Medicare fraud and enacts new federal healthcare fraud crimes, including actions affecting non-government healthcare benefit programs. Under HIPAA, a healthcare benefit program includes any private plan or contract affecting interstate commerce under which any medical benefit, item or service is provided. A person or entity that knowingly and willfully obtains the money or property of any healthcare benefit program by means of false or fraudulent representations in connection with the delivery of healthcare services is subject to a fine or imprisonment, or potentially both. In addition, HIPAA authorizes the imposition of civil money penalties against entities that employ or enter into contracts with excluded Medicare or Medicaid program participants if such entities provide services to federal health program beneficiaries. A finding of liability under HIPAA could have a material adverse effect on our business, financial condition and results of operations.

Further, HIPAA requires healthcare providers and their business associates to maintain the privacy and security of individually identifiable protected health information (“PHI”). HIPAA imposes federal standards for electronic transactions, for the security of electronic health information and for protecting the privacy of PHI. The HITECH Act, signed into law on February 17, 2009, dramatically expanded, among other things, (1) the scope of HIPAA to now apply directly to “business associates,” or independent contractors who receive or obtain PHI in connection with providing a service to a covered entity, (2) substantive security and privacy obligations, including new federal security breach notification requirements to affected individuals, DHHS and prominent media outlets, of certain breaches of unsecured PHI, (3) restrictions on marketing communications and a prohibition on covered entities or business associates from receiving remuneration in exchange for PHI, and (4) the civil and criminal penalties that may be imposed for HIPAA violations, increasing the annual cap in penalties from $25,000 to $1.5 million per year.

In addition, many states have enacted comparable privacy and security statutes or regulations that, in some cases, are more stringent than HIPAA requirements. In those cases it may be necessary to modify our operations and procedures to comply with the more stringent state laws, which may entail significant and costly changes for us. We believe that we are in compliance with such state laws and regulations. However, if we fail to comply with applicable state laws and regulations, we could be subject to additional sanctions.

We believe that we are in compliance with the current HIPAA requirements, as amended by HITECH, and comparable state laws, but we anticipate that we may encounter certain costs associated with future compliance. Moreover, we cannot guarantee that enforcement agencies or courts will not make interpretations of the HIPAA standards that are inconsistent with ours, or the interpretations of our contracted radiology practices or their affiliated physicians. A finding of liability under the HIPAA standards may result in significant criminal and civil penalties. Noncompliance also may result in exclusion from participation in government programs, including Medicare and Medicaid. These actions could have a material adverse effect on our business, financial condition, and results of operations.

Compliance program

We maintain a program to monitor compliance with federal and state laws and regulations applicable to healthcare entities. We have a compliance officer who is charged with implementing and supervising our compliance program, which includes the adoption of (i) Standards of Conduct for our employees and affiliates and (ii) a process that specifies how employees, affiliates and others may report regulatory or ethical concerns to our compliance officer. We believe that our compliance program meets the relevant standards provided by the Office of Inspector General of the Department of Health and Human Services.

An important part of our compliance program consists of conducting periodic audits of various aspects of our operations and that of the contracted radiology practices. We also conduct mandatory educational programs designed to familiarize our employees with the regulatory requirements and specific elements of our compliance program.

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U.S. Food and Drug Administration or FDA

The FDA has issued the requisite pre-market approval for all of the MRI and CT systems we use. We do not believe that any further FDA approval is required in connection with the majority of equipment currently in operation or proposed to be operated, except under regulations issued by the FDA pursuant to the Mammography Quality Standards Act of 1992, as amended by the Mammography Quality Standards Reauthorization Acts of 1998 and 2004 (collectively, the “MQSA”). All mammography facilities are required to meet the applicable MQSA requirements, including quality standards, be accredited by an approved accreditation body or state agency and certified by the FDA or a FDA-approved certifying state agency. Pursuant to the accreditation process, each facility providing mammography services must comply with certain standards that include, among other things, annual inspection of the facility’s equipment, personnel (interpreting physicians, technologists and medical physicists) and practices.

Compliance with these MQSA requirements and standards is required to obtain Medicare payment for services provided to beneficiaries and to avoid various sanctions, including monetary penalties, or suspension of certification. Although the Mammography Accreditation Program of the American College of Radiology is an approved accreditation body and currently accredits all of our facilities which provide mammography services, and although we anticipate continuing to meet the requirements for accreditation, if we lose such accreditation, the FDA could revoke our certification. Congress has extended Medicare benefits to include coverage of screening mammography but coverage is subject to the facility performing the mammography meeting prescribed quality standards described above. The Medicare requirements to meet the standards apply to diagnostic mammography and image quality examination as well as screening mammography.

Radiologist licensing

The radiologists providing professional medical services at our facilities are subject to licensing and related regulations by the states in which they provide services. As a result, we require BRMG and the other radiology groups with which we contract to require those radiologists to have and maintain appropriate licensure. We do not believe that such laws and regulations will either prohibit or require licensure approval of our business operations, although no assurances can be made that such laws and regulations will not be interpreted to extend such prohibitions or requirements to our operations.

Insurance laws and regulation

States in which we operate have adopted certain laws and regulations affecting risk assumption in the healthcare industry, including those that subject any physician or physician network engaged in risk-based managed care to applicable insurance laws and regulations. These laws and regulations may require physicians and physician networks to meet minimum capital requirements and other safety and soundness requirements. Implementing additional regulations or compliance requirements could result in substantial costs to the contracted radiology practices, limiting their ability to enter into capitated or other risk-sharing managed care arrangements and indirectly affecting our revenue from the contracted practices.

Environmental matters

The facilities we operate or manage generate hazardous and medical waste subject to federal and state requirements regarding handling and disposal. We believe that the facilities that we operate and manage are currently in compliance in all material respects with applicable federal, state and local statutes and ordinances regulating the handling and disposal of such materials. We do not believe that we will be required to expend any material additional amounts in order to remain in compliance with these laws and regulations or that compliance will materially affect our capital expenditures, earnings or competitive position.

Deficit Reduction Act of 2005 (DRA)

On February 8, 2006, the President signed into law the DRA. Effective January 1, 2007, the DRA provides that Medicare reimbursement for the technical component for imaging services (excluding diagnostic and screening mammography) performed in freestanding facilities will be capped. Payment will be the lesser of the Medicare Physician Fee Schedule or the Hospital Outpatient Prospective Payment System (HOPPS) rates. Implementation of these reimbursement reductions contained in the DRA has had a significant adverse effect on our business, financial condition and results of operations.

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The DRA also codified the reduction in reimbursement for multiple images on contiguous body parts previously announced by CMS, the agency responsible for administering the Medicare program. In November 2005, CMS announced that it would pay 100% of the technical component of the higher priced imaging procedure and 50% of the technical component of each additional imaging procedure for imaging procedures involving contiguous body parts within a family of codes when performed in the same session. CMS had indicated that it would phase in this 50% rate reduction over two years, so that the reduction was 25% for each additional imaging procedure in 2006 and another 25% in 2007. To date, CMS has implemented the 25% reduction for each additional procedure but has not yet implemented the additional 25% reduction scheduled for 2007. However, for services furnished on or after July 1, 2010, the PPACA which, as stated above, was signed into law on March 23, 2010, requires the full 50% reduction to be implemented, as mandated by the DRA. At this time, we cannot predict the impact the implementation of the 50% reduction will have on our business.

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MANAGEMENT

Executive Officers and Directors

Set forth below is information regarding executive officers and directors of RadNet, Inc., the ultimate parent company of Radnet Management and the other registrant subsidiary guarantors. The names of our current executive officers and directors, their ages as of June 30, 2010, and their positions are shown below. Biographical summaries of each of our executive officers and directors are also included below. The officers are elected annually and serve at the discretion of the Board of Directors.

Name	Age	Position
Howard G. Berger, M.D.	64	President, Chief Executive Officer and Chairman of the Board of Directors
John V. Crues, III, M.D.	60	Vice President, Medical Director and Director
Stephen M. Forthuber	50	Executive Vice President and Chief Operating Officer — Eastern Operations
Norman R. Hames	54	Executive Vice President, Secretary, Chief Operating Officer —  Western Operations and Director
Jeffrey L. Linden	67	Executive Vice President and General Counsel
Mark D. Stolper	38	Executive Vice President and Chief Financial Officer
Michael N. Murdock	55	Executive Vice President and Chief Development Officer
Marvin S. Cadwell	67	Director
Lawrence L. Levitt	67	Director
Michael L. Sherman, M.D.	68	Director
David L. Swartz	66	Director

Howard G. Berger, M.D. has served as President and Chief Executive Officer of our company and its predecessor entities since 1987. Dr. Berger is also the president of the entities that own BRMG and is the sole director of Radnet Management, Inc. and the other registrant subsidiary guarantors. Dr. Berger has over 25 years of experience in the development and management of healthcare businesses. He began his career in medicine at the University of Illinois Medical School, is Board Certified in Nuclear Medicine and trained in an Internal Medicine residency, as well as in a masters program in medical physics in the University of California system.

John V. Crues, III, M.D. is a world-renowned radiologist. Dr. Crues has served as our Vice President and Medical Director since 2000. Dr. Crues plays a significant role as a musculoskeletal specialist for many of our patients as well as a resource for physicians providing services at our facilities. Dr. Crues received his M.D. at Harvard University, completed his internship at the University of Southern California in Internal Medicine, and completed a residency at Cedars-Sinai in Internal Medicine and Radiology. Dr. Crues has authored numerous publications while continuing to actively participate in radiological societies such as the Radiological Society of North America, American College of Radiology, California Radiological Society, International Society for Magnetic Resonance Medicine and the International Skeletal Society.

Stephen M. Forthuber became our Executive Vice President and Chief Operating Officer for Eastern Operations subsequent to the Radiologix acquisition. He joined Radiologix in January 2000 as Regional Director of Operations, Northeast. From July 2002 until January 2005 he served as Regional Vice President of Operations, Northeast and from February until December 2005 he was Senior Vice President and Chief Development Officer for Radiologix. Prior to working at Radiologix, Mr. Forthuber was employed from 1982 until 1999 by Per-Se Technologies, Inc. and its predecessor companies, where he had significant physician practice management and radiology operations responsibilities.

Norman R. Hames has served as our Chief Operating Officer since 1996 and currently as our Executive Vice President and Chief Operating Officer — Western Operations. Applying his 20 years of experience in the industry, Mr. Hames oversees all aspects of facility operations. His management team, comprised of regional directors, managers and sales managers, are responsible for responding to all of the day-to-day concerns of our facilities, patients, payors and referring physicians. Prior to joining our company, Mr. Hames was President and Chief Executive Officer of his own company, Diagnostic Imaging Services, Inc. (which we

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acquired), which owned and operated 14 multi-modality imaging facilities throughout Southern California. Mr. Hames gained his initial experience in operating imaging centers for American Medical International, or AMI, and was responsible for the development of AMI’s single and multi-modality imaging centers.

Jeffrey L. Linden joined us in 2001 and currently serves as our Executive Vice President and General Counsel. Prior to joining us, Mr. Linden had been engaged in the private practice of law. He has lectured before numerous organizations on various topics, including the California State Bar, the American Society of Therapeutic Radiation Oncologists, the California Radiological Association, and the National Radiology Business Managers Association.

Mark D. Stolper has served as our Chief Financial Officer since 2004 and prior to that was an independent member of our Board of Directors. Prior to joining us, he had diverse experiences in investment banking, private equity, venture capital investing and operations. Mr. Stolper began his career as a member of the corporate finance group at Dillon, Read and Co., Inc., executing mergers and acquisitions, public and private financings and private equity investments with Saratoga Partners LLP, an affiliated principal investment group of Dillon Read. After Dillon Read, Mr. Stolper joined Archon Capital Partners, which made private equity investments in media and entertainment companies. Mr. Stolper received his operating experience with Eastman Kodak, where he was responsible for business development for Kodak’s Entertainment Imaging subsidiary ($1.5 billion in sales). Mr. Stolper was also co-founder of Broadstream Capital Partners, a Los Angeles-based investment banking firm focused on advising middle market companies engaged in financing and merger and acquisition transactions.

Michael Murdock has served as our Executive Vice President and Chief Development Officer since 2007. Mr. Murdock has spent the majority of his career in senior financial positions with healthcare companies, ranging in size from venture-backed startups to multi-billion dollar corporations, including positions with American Medical International (“AMI”) and its successor American Medical Holding, Inc., a publicly traded owner and operator of acute care facilities, that was acquired by National Medical Enterprises, now Tenet Healthcare. From 1999 through 2004, Mr. Murdock served as Chief Financial Officer of Dental One, a venture capital-backed owner and operator of 48 dental practices in Texas, Arizona, Colorado and Utah. From 2005 to 2006, Mr. Murdock served as Chief Financial Officer of Radiologix and joined the Company following the Radiologix acquisition. Mr. Murdock began his career in 1978 as an auditor with Arthur Andersen after receiving a B.S. degree from California State University, Northridge.

Marvin S. Cadwell served as a director of Radiologix, Inc. (“Radiologix”) between June 2002 and November 2006. He was appointed Chairman of the Board of Radiologix in December 2002 and served as Chairman of the Nominations and Governance Committee of the Board of Radiologix. He was the Radiologix interim Chief Executive Officer from September 2004 until November 2004. From December 2001 until November 2002, Mr. Cadwell served as Chief Executive Officer of SoftWatch, Ltd., an Israeli based company that provides Internet software. Since 2003, he has served as a director of ChartOne, Inc., a private company that provides patient chart management services to the healthcare industry.

Lawrence L. Levitt is a C.P.A. and since 1987 has been the President and Chief Financial Officer of Canyon Management Company, a company which manages a privately held investment fund. Mr. Levitt is also a director of River Downs Management Company, operator of a thoroughbred racetrack in Ohio.

Michael L. Sherman, M.D., F.A.C.R., served as a Radiologix director from 1997 until November 2006. He served as President of Advanced Radiology, P.A., a 90-person radiology practice located in Baltimore, Maryland, from 1995 to 2001, and subsequently as its board chairman and a consultant until his retirement from active practice in 2005. Radiologix has a contractual relationship with Advanced Radiology, P.A. Dr. Sherman has broad experience in the medical and business aspects of radiology. In addition, Dr. Sherman was a director of MedStar Health, a seven-hospital system in the Baltimore-Washington, D.C. market from 1998 until 2006. He continues to serve on the board of MedStar Health’s captive insurance company, Greenspring Financial Insurance Limited, Inc. Dr. Sherman is also a Senior Advisor for healthcare at FOCUS Enterprises, a Washington, D.C.-based investment banking firm.

David L. Swartz is a C.P.A. with 35 years of experience providing accounting and advisory services to clients. Mr. Swartz currently serves as the president of the California State Board of Accountancy. Between 1993 and 2008, Mr. Swartz served as the managing partner of Good, Swartz, Brown & Berns. Prior to this, Mr. Swartz served as managing partner and was on the national board of directors of a 50-office international accounting firm. Mr. Swartz is also a former CFO of a publicly-held shopping center and development company.

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Director Independence

Our Board of Directors annually determines the independence of our directors in accordance with the independence requirements under the NASDAQ and the SEC rules. As a result of this review, our Board of Directors has determined that Marvin S. Cadwell, Lawrence L. Levitt, Michael L. Sherman, M.D. and David Swartz each qualify as independent directors in accordance with the NASDAQ and the SEC rules. Howard G. Berger, M.D., John V. Crues, III, M.D., and Norman R. Hames are each currently an executive officer of our company and therefore do not qualify as independent directors.

Code of Ethics

We have adopted a written code of financial ethics applicable to our directors, officers and employees which is designed to deter wrongdoing and to promote:

• honest and ethical conduct;

• full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in our other public communications;

• compliance with applicable laws, rules and regulations, including insider trading compliance; and

• accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

You may obtain a copy of our Code of Financial Ethics on our website at www.radnet.com under Investors — Corporate Governance. The Audit Committee is responsible for reviewing the Code of Financial Ethics and amending as necessary. Any amendments will be disclosed on our website.

Committees of the Board of Directors

We have two standing committees: the Audit Committee and the Compensation and Management Development Committee. The committees are comprised entirely of independent directors. The membership of each committee is as follows, with the chairperson listed first:

Audit Committee	Compensation and Management Development Committee
David L. Swartz	Lawrence L. Levitt
Marvin S. Cadwell	Michael Sherman, M.D.
Lawrence L. Levitt	David L. Swartz

Audit Committee

The Audit Committee meets periodically, but at least once a quarter to review the company’s financial statements and the adequacy of and compliance with the company’s internal and external financial reporting processes. The Audit Committee held four meetings in 2009.

The Audit Committee’s responsibilities include, among other things:

• selecting and overseeing the engagement of a firm to serve as an independent registered public accounting firm to audit our financial statements;

• helping to ensure the independence of our independent registered public accounting firm;

• discussing the scope and results of the audit with our independent registered public accounting firm;

• developing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

• meeting with our independent registered public accounting firm and our management to consider the adequacy of our internal accounting controls and audit procedures; and

• approving all audit and non-audit services to be performed by our independent registered public accounting firm.

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The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter. The Audit Committee reviews the charter at least annually and modifies it as needed. The Audit Committee Charter can be found on our website at www.radnet.com under Investors — Corporate Governance.

The Board of Directors has determined that all members of the Audit Committee are independent and financially literate. Further, the Board of Directors has determined that Mr. Swartz and Mr. Levitt possess the requisite accounting and financial management expertise required under the NASDAQ Marketplace Rules and each qualifies as an “audit committee financial expert” as defined under the applicable SEC rules.

Compensation and Management Development Committee

The Compensation and Management Development Committee meets as least annually and is responsible for approving the compensation of executive officers and certain senior management and oversees the company’s management development programs, performance assessment of senior executives and succession planning. The Compensation and Management Development Committee held seven meetings in 2009.

The Compensation and Management Development Committee’s responsibilities include, among other things:

• reviewing and, as it deems appropriate, recommending to our Board of Directors the compensation of executive officers and certain other senior management;

• reviewing and administering our stock and equity incentive plans;

• reviewing and, as it deems appropriate, recommending to our Board of Directors, policies, practices, and procedures relating to the compensation of our directors, officers, and other managerial employees and the establishment and administration of our employee benefit plans; and

• reviewing and approving the corporate goals and objectives relevant to CEO compensation and evaluating the CEO’s performance in light of those goals.

As noted in “Executive Compensation — Compensation Discussion and Analysis,” certain executive officers receive compensation from BRMG. The process employed by the Compensation and Management Development Committee in determining the appropriate compensation of executive officers is the same regardless of whether payments are made by the company or BRMG.

The responsibilities of the Compensation and Management Development Committee are more fully described in the Compensation and Management Development Committee Charter. The Compensation and Management Development Committee reviews the charter at least annually and modifies it as needed. The Compensation and Management Development Committee Charter can be found on our website at www.radnet.com under Investors — Corporate Governance.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation and Management Development Committee are listed previously in “Management — Committees of the Board of Directors.” No member of the Compensation and Management Development Committee has had a relationship with our company or any of our subsidiaries other than as directors and stockholders and no member has been an officer or employee of our company or any of our subsidiaries, a participant in a “related person” transaction or an executive officer of another entity, where one of our executive officers serves on the board of directors.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation paid or earned by the principal executive officer, the principal financial officer and each of the three other most highly compensated executive officers for the fiscal year ended December 31, 2009 (collectively, the “Named Executive Officers”) of RadNet, Inc.

	Annual Compensation
Name and Principal Position	Year		Salary ($)(1)			Bonus ($)		Stock Awards ($)		Option Awards ($)(2)		Totals ($)
Howard G. Berger, M.D., Principal Executive Officer		2009		500,000	(3)		—		—		—		500,000
		2008		500,000	(3)		—		—		—		500,000
		2007		415,000	(3)		—		—		—		415,000
Mark D. Stolper, Executive Vice President and Principal Financial Officer		2009		350,000			—		—		366,290		716,290
		2008		348,846			—		—		240,865		589,711
		2007		300,000			—		—		—		300,000
Norman R. Hames Executive Vice President and Chief Operating Officer — Western Operations		2009		354,875			—		—		219,774		574,649
		2008		353,986			—		—		240,865		594,851
		2007		303,330			—		—		—		303,330
John V. Crues, III, M.D., Vice President and Medical Director		2009		590,613	(3)		—		—		146,516		737,129
		2008		512,805	(3)		—		—		—		512,805
		2007		558,000	(3)		—		—		—		558,000
Jeffrey L. Linden, Executive Vice President and General Counsel		2009		409,600	(4)		—		—		219,774		629,374
		2008		400,000	(4)		—		—		240,865		640,865
		2007		400,000	(4)		—		—		—		400,000

(1) The dollar amounts include the value of perquisites and other personal benefits, if any, for each of the Named Executive Officers, which were less than $10,000 or 10% of salary and bonus, below the reporting thresholds established by the SEC.

(2) The amounts listed in this column represent the fair value of the award on the date of grant.

(3) Received from BRMG.

(4) Cohen & Lord, a professional corporation, a law firm with which Mr. Linden is associated, received $410,000 in fees for the year ended December 31, 2009, $398,128 for the year ended December 31, 2008, and $411,859 in fees for the year ended December 31, 2007. Mr. Linden has specifically waived any interest in our fees paid to Cohen & Lord since becoming an officer.

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Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of awards to our Named Executive Officers under our equity incentive plans during 2009.

Name	Grant Date		All Other Option Awards: Number of Securities Underlying Options (#)			Exercise orBase Price of Option Awards ($/Sh)(1)		Grant Date Fair Value of Stock and Option Awards(2)
Norman R. Hames		06/15/09		150,000	(3)	$	2.40	$	219,774
John V. Crues, III, M.D.		06/15/09		100,000	(3)	$	2.40	$	146,516
Jeffrey L. Linden		06/15/09		150,000	(3)	$	2.40	$	219,774
Mark D. Stolper		06/15/09		250,000	(3)	$	2.40	$	366,290

(1) Exercise prices reflect the closing public market price on the date of grant.

(2) For discussion regarding the valuation model and assumptions used to calculate the fair value of these option awards, see Note 11 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2009.

(3) Vests in equal increments on June 15, 2009, 2010 and 2011.

Outstanding Equity Awards at Fiscal Year End

The table below summarizes outstanding equity awards held by our Named Executive Officers at December 31, 2009.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date
Norman R. Hames		1,172,898	(1)		—			1.12		05/01/2013
		100,000	(2)		50,000	(2)		3.24		10/28/2013
		50,000	(2)		100,000	(2)		2.40		06/15/2014
John V. Crues, III, M.D.		250,000			—			.72		06/07/2010
		33,333	(2)		66,667	(2)		2.40		06/15/2014
Jeffrey L. Linden		37,500	(1)		—			.92		08/12/2011
		250,000	(1)		—			2.52		04/28/2012
		100,000	(2)		50,000	(2)		3.24		10/28/2013
		50,000	(2)		100,000	(2)		2.40		06/15/2014
Mark D. Stolper		100,000	(1)		—			3.10		07/11/2011
		100,000	(2)		50,000	(2)		3.24		10/28/2013
		83,333	(2)		166,667	(2)		2.40		06/15/2014

(1) Relates to nonqualified warrants issued to the Named Executive Officers.

(2) Relates to options issued to the Named Executive Officers under the 2006 Plan.

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Option Exercises and Stock Vested

There were no option exercises in the fiscal years ended December 31, 2008 and December 31, 2009 by the Named Executive Officers except as follows:

Name	Shares Acquired on Exercise		Value Realized(1)		Year
Mark D. Stolper		272,805	$	811,250		2009
Norman R. Hames		300,000	$	2,553,000		2008
Jeffrey L. Linden		100,000	$	233,500		2008

(1) The value realized equals the fair market value of the common stock acquired on the date of exercise minus the exercise price.

Pension Benefits, Nonqualified Defined Contribution and Other Deferred Compensation Plans

We do not have any tax-qualified defined benefit plans or supplemental executive retirement plans that provide for payments or other benefits to our Named Executive Officers in connection with their retirement. We also do not have any non-qualified defined contribution plan or other deferred compensation plans that provide for payments or other benefits to our Named Executive Officers.

Employment Agreements

We entered into an employment agreement with Mr. Linden on April 16, 2001, as amended on January 30, 2004, for an initial five-year term that renews automatically for successive one year terms unless otherwise terminated by either party. The employment agreement provides that Mr. Linden’s base salary is $350,000, which has subsequently been amended to $400,000, and also provides that Mr. Linden is eligible for severance benefits as described below under the heading “Potential Payments Upon Termination or Change in Control — Severance Agreements.” Mr. Linden currently serves as Executive Vice President and General Counsel.

We entered into an employment agreement with Mr. Hames on May 1, 2001, as amended on January 30, 2004 for an initial three-year term that renews automatically for successive one year terms unless otherwise terminated by either party. The employment agreement provides that Mr. Hames’ base salary is $225,000, which has subsequently been amended to $350,000, and also provides that Mr. Hames is eligible for severance benefits as described below under the heading “Potential Payments Upon Termination or Change in Control —  Severance Agreements.” Mr. Hames currently serves as Executive Vice President and Chief Operating Officer  — Western Operations.

We entered into an employment agreement with Mr. Stolper effective as of January 1, 2009, under which he shall serve as our Executive Vice President and Chief Financial Officer until the agreement is terminated by either party. The employment agreement provides that Mr. Stolper’s initial base salary is $350,000 (after deducting required withholdings), that he is eligible to participate in all of our bonus or incentive compensation plans generally available to our corporate officers and that he is entitled to certain benefits upon a change-in-control as described below under the heading “Potential Payments Upon Termination or Change in Control — Change-in-Control Arrangements.”

Potential Payments Upon Termination or Change in Control

Payments Made Upon Termination and Retirement

Regardless of the manner in which the employment of a Named Executive Officer is terminated, he is entitled to receive amounts earned during his term of employment. Such amounts include:

• non-equity incentive compensation earned, to the extent vested;

• equity awarded pursuant to our 2006 Plan, to the extent vested; and

• unused vacation pay.

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Payments Made Upon Death or Disability

In the event of the death or disability of a Named Executive Officer, no additional benefits other than those listed under the heading “Payments Made Upon Termination and Retirement” above, will be paid to our Named Executive Officers.

Severance Agreements

Under each employment agreement discussed above under the heading “Employment Agreements,” we may terminate such Named Executive Officer’s employment at any time and for any reason and each Named Executive Officer may resign at any time and for any reason. In the event of a termination “without cause” by the company (i) Mr. Hames is entitled to receive a severance payment in an amount equal to three times his then annual compensation, or approximately $1,050,000 based upon his compensation in 2009, (ii) Mr. Linden is entitled to receive a severance payment in an amount equal to five times his then annual compensation, or approximately $2,000,000 based upon his compensation in 2009 and (iii) Mr. Stolper is entitled to receive a severance payment in an amount equal to two times his then annual compensation, or approximately $700,000 based upon his compensation in 2009. Messrs. Hames and Linden are also entitled to the severance payment upon their election to terminate employment.

Dr. Berger has a severance arrangement with BRMG. Under this arrangement, in the event of termination “without cause” by either party, Dr. Berger is entitled to receive a severance payment in an amount equal to five times his then annual compensation, or approximately $2,500,000 based upon his compensation in 2009. Additionally, in the event of termination “for cause” by BRMG, Dr. Berger is entitled to receive a severance payment in an amount equal to one year of his then annual compensation, or approximately $500,000 based upon his compensation in 2009.

Change-in-Control Arrangements

None of our Named Executive Officers is entitled to payment of any benefits upon a change-in-control of the company; however all options, warrants and any other deferred equity compensation then granted to Mr. Stolper which is unvested at the time of such change-in-control shall immediately vest.

Overview of Director Compensation

We use cash and stock based incentive compensation to attract and retain qualified candidates to serve on our board. In setting director compensation, we consider the significant amount of time that our directors expend in fulfilling their duties to our company as well as the skill level required by the members of our board.

Cash Compensation Paid to Board Members

For the fiscal year ended December 31, 2009, members of our board who were not employees of the company received annual compensation of $25,000. Additionally, members of our board who are not employees of the company are entitled to receive an attendance fee for board meetings of $1,000 per meeting and committee meetings of $750 per meeting. Our Chairman of the Audit Committee receives $10,000 per year for serving in such capacity and our Chairman of the Compensation and Management Development Committee receives $5,000 per year for serving in such capacity. Directors who are our employees received no additional compensation for their services as directors.

Stock Based Incentive Compensation

For the fiscal year ended December 31, 2009, members of our board who were not employees of the company each received options to purchase 56,250 shares of common stock exercisable at the closing price of the company’s common stock in the public market on the date of issuance. The shares are fully vested upon issuance.

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Director Compensation

The table below summarizes the cash and non-cash compensation earned for the fiscal year ended December 31, 2009 by each of our current non-employee directors.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
Marvin S. Cadwell		34,750		71,489		—		106,239
Lawrence L. Levitt		42,750		71,489		—		114,239
Michael L. Sherman, M.D.		34,000		71,489		—		105,489
David L. Swartz		47,750		66,510		—		114,260

(1) The amount shown is the total dollar amount of the fair value of the award on the date of grant using the Black Scholes pricing model. On January 2, 2009, Messrs. Cadwell, Levitt and Sherman were each granted 25,000 stock options, fully vested as of the grant date, with an exercise price of $3.65 per share, a fair value of $1.66 per share (using the Black Scholes pricing model) and a five-year term. On February 2, 2009, Mr. Swartz was granted 25,000 stock options, fully vested as of the grant date, with an exercise price of $3.18, a fair value of $1.46 per share (using the Black Scholes pricing model) and a five-year term. On June 15, 2009, Messrs. Cadwell, Levitt, Sherman and Swartz were each granted 31,250 stock options, fully vested as of the grant date, with an exercise price of $2.40 per share, a fair value of $0.96 per share (using the Black Scholes pricing model) and a five-year term.

Risk Consideration in Our Compensation Programs

Our Compensation and Management Development Committee has discussed the concept of risk as it relates to our compensation program and does not believe our compensation program encourages excessive or inappropriate risk taking. We structure our pay to consist of primarily fixed compensation with cash and non-cash incentive programs. The base salary portion of compensation is designed to provide a steady income regardless of our stock price performance, so that our executive officers do not feel pressured to focus exclusively on stock price performance to the detriment of other important aspects of our business. Our equity incentive grants have traditionally been structured to provide longer term incentive. Our Compensation and Management Development Committee believes our compensation programs strikes a balance between providing secure compensation and appropriate short term and long term incentives, such that our executive officers are not encouraged to take unnecessary or excessive risks.

Equity Compensation Plan Information

We have two stock incentive plans: our 2000 Long-Term Incentive Plan (the “2000 Plan”) and our 2006 Equity Incentive Plan (the “2006 Plan”). Each of the 2000 Plan and the 2006 Plan are administered by our Compensation and Management Development Committee.

We have reserved 1,000,000 shares of common stock for issuance under our 2000 Plan. As of June 30, 2010, there were 151,000 options outstanding under the 2000 Plan. Upon approval of the 2006 Plan, we ceased granting options under the 2000 Plan.

We have reserved 6,500,000 shares of common stock for issuance under our 2006 Plan. The 2006 Plan provides for the grant of stock options (incentive and non-qualified), stock awards, stock appreciation rights and cash awards. If an award is cancelled, terminates, expires, or lapses for any reason without having been fully exercised or vested, or is settled for less than the full number of shares of common stock represented by such award actually being issued, the unvested, cancelled, or unissued shares of common stock generally will be returned to the available pool of shares reserved for issuance under the 2006 Plan. Notwithstanding the foregoing, the aggregate number of shares of common stock that may be issued under the 2006 Plan upon the exercise of incentive stock options shall not be increased for restricted shares that are forfeited or repurchased. Notwithstanding anything in the 2006 Plan, or any award agreement to the contrary, shares attributable to awards transferred under any award transfer program shall not be again available for grant under the 2006 Plan. In addition, if we experience a stock dividend, reorganization, or other change in our capital structure, the administrator may, in its discretion, adjust the number of shares available for issuance under the 2006 Plan and any outstanding awards as appropriate to reflect the stock dividend or other change. The share number

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limitations included in the 2006 Plan will also adjust appropriately upon such event. As of June 30, 2010, there were 4,823,750 options outstanding under the 2006 Plan.

The following table sets forth, for each of the company’s equity compensation plans, the number of shares of common stock subject to outstanding options and stock awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of June 30, 2010.

Plan Category	(A) Number of Shares to Be Issued Upon Exercise of Outstanding Options And Rights (#)		(B) Weighted Average Exercise Price of Outstanding Options ($)		(C) Number of Shares Remaining Available For Future Issuance Under Equity Incentive Plans (Excluding Shares Reflected in Column (A))
Equity incentive plans approved by stockholders		4,974,750		3.83		1,676,250
Equity incentive plans not approved by stockholders(1)		2,742,898		2.42		—
TOTAL		7,717,648

(1) Consists of shares available upon exercise of warrants granted under various agreements.

The 2000 Plan and 2006 Plan are administered by the Compensation and Management Development Committee, which has the power to determine matters related to outstanding option awards under the Plans, including conditions of vesting and exercisability. Options granted under the Plans expire no later than 10 years from the grant date. Options generally vest in increments over three or five years from the date of grant. Options granted to non-employee directors however are fully vested upon issuance.

Compensation Discussion and Analysis

This discussion describes our compensation program for the five Named Executive Officers, namely, our principal executive officer, our principal financial officer and the three other most highly compensated executive officers for the year ended December 31, 2009.

Compensation Philosophy

We compensate our executive officers through a mix of base salary, bonus and equity compensation. We intend that our compensation decisions will attract and retain leaders and reward them for achieving the company's strategic initiatives and objective measures of success. Our compensation policies are designed to be competitive with comparable employers and to align management's incentives with both near term and long-term interests of our stockholders. The following principles influence and guide our compensation decisions:

We Believe in a Pay for Performance Culture

At the core of our compensation philosophy is our guiding belief that pay should be directly linked to performance. A substantial portion of executive officer compensation is contingent on, and variable with, achievement of objective corporate and/or individual performance objectives.

Compensation Decisions Should Promote the Interests of Stockholders

Compensation should focus management on achieving strong short-term (annual) performance in a manner that supports and ensures our long-term success and profitability. We believe that stock options create long-term incentives that align the interest of management with the long-term interest of stockholders.

Compensation and Performance Pay Should Reflect Position and Responsibility

Total compensation and accountability should generally increase with position and responsibility. Consistent with this philosophy:

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• Total compensation is higher for individuals with greater responsibility and greater ability to influence the company's achievement of targeted results and strategic initiatives.

• As position and responsibility increases, a greater portion of the executive officer's total compensation may be comprised of performance-based pay contingent on the achievement of performance objectives.

• Equity-based compensation is higher for persons with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation.

Internal Pay Equity

We believe that internal equity is an important factor to be considered in establishing compensation for the officers. We have not established a policy regarding the ratio of total compensation of the Chief Executive Officer to that of the other officers, but we do review compensation levels to ensure that appropriate equity exists. We intend to continue to review internal compensation equity and may adopt a formal policy in the future, if we deem such a policy to be appropriate.

Compensation Should be Reasonable and Responsible

It is essential that our overall compensation levels be sufficiently competitive to attract talented leaders and motivate those leaders to achieve superior results. At the same time, we believe that compensation should be set at responsible levels. Our executive compensation programs are intended to be consistent with our constant focus on controlling costs.

Compensation Disclosures Should be Clear and Complete

We believe that all aspects of executive compensation should be clear, comprehensible and promptly disclosed in plain English. We believe that compensation disclosures should provide all of the information necessary to permit stockholders to understand our compensation philosophy, our compensation-setting process and how and how much our executives are paid.

Board Process

Compensation and Management Development Committee

Generally, equity grants are based upon the recommendation of our Chief Executive Officer, with the Compensation and Management Development Committee retaining ultimate authority to accept, reject or modify such recommendation.

The Compensation and Management Development Committee has been delegated the authority by our Board of Directors to approve all compensation and awards to executive officers. With respect to equity compensation awarded to the executive officers and others, the Compensation and Management Development Committee acts as the administrator under our 2006 Equity Incentive Plan and has the authority under that plan to grant restricted stock or stock options.

Our Compensation and Management Development Committee meets as often as necessary to perform its duties and responsibilities. The Committee meets with executive management, including our Chief Executive Officer, and conducts meetings in executive session.

The Committee's process begins with determining whether we will establish individual and corporate performance objectives for senior executive officers in each fiscal year. The Committee engages in an active dialogue with the Chief Executive Officer concerning the selection of strategic objectives and targets for performance based compensation. Corporate performance objectives may be established on the basis of a targeted return on capital employed for the company or a particular business unit, or on the basis of another operating metric.

The Committee meets in executive session each year to evaluate the performance of the Named Executive Officers, to determine if there will be changes in their annual compensation, to establish annual performance objectives for the current fiscal year, and to consider and approve any grants to them of equity incentive compensation.

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Management's Role in the Compensation-Setting Process

Management plays a significant role in the compensation-setting process. The most significant aspects of management's role are:

• establishing the operating budget which forms the basis for performance objectives; and

• making recommendations to the Compensation and Management Development Committee on salary levels and option awards.

The Chief Executive Officer works with the Compensation and Management Development Committee in establishing the agenda for Committee meetings. Management also prepares meeting information for each Compensation and Management Development Committee meeting.

The Chief Executive Officer also participates in Committee meetings at the Committee's request to provide:

• background information regarding the company's strategic objectives;

• his evaluation of the performance of the senior executive officers, including accomplishments, areas of strength and weakness; and

• compensation recommendations as to senior executive officers (other than himself).

Committee Advisors

Under its charter, the Compensation and Management Development Committee is granted, where appropriate, the authority to hire and fire advisors and compensation consultants. The company is obligated to pay for the advisors and consultants. These advisors will report directly to the Compensation and Management Development Committee. For the year ended December 31, 2009, the Compensation and Management Development Committee did not retain any outside compensation consultants.

Benchmarking

Our Compensation and Management Development Committee does not base its compensation decisions on benchmarking against a specific peer group of companies. However, the Committee recognizes that our compensation practices must be competitive in the marketplace. Accordingly, it will periodically gather information concerning pay practices at other companies. This marketplace information is only one of the many factors that the Committee considers in assessing the reasonableness of compensation.

Elements of Executive Compensation

Base Salary

Base pay is a critical element of executive compensation. We seek to establish a compensation level that is appropriate recognizing the executive's achievements and contributions. Base pay also provides executives with a secure level of monthly income that is not at risk, and our Compensation and Management Development Committee believes that this gives our executives the ability to focus on the longer term and avoid the urgency which could otherwise drive an executive to take unnecessary risks. In determining base salaries our Compensation and Management Development Committee considers the executive's qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive's past performance, competitive salary practices at similar companies, internal pay equity and the tax deductibility of base salary.

Equity Based Compensation

We believe that equity compensation is the most effective means of creating a long-term link between the compensation provided to officers and other key management personnel with gains realized by the stockholders.

Our stock compensation plans have been established to provide certain of our employees, including our Named Executive Officers, with incentives to help align those employees' interests with the interests of our stockholders. Our stock compensation plans have provided the principal method for our Named Executive Officers to acquire equity or equity linked interests in our company.

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We have elected to use stock options as our primary equity compensation vehicle. All stock options incorporate the following features:

• the term of the grant does not exceed 10 years;

• the grant price is not less than the market price on the date of grant;

• grants do not include “reload” provisions;

• repricing of options is prohibited, unless approved by the stockholders; and

• options generally vest over a term of years (3 to 5 years) beginning with the first anniversary of the date of grant.

We continue to use stock options as a long-term incentive vehicle because:

• Stock options align the interests of executives with those of the stockholders, support a pay-for-performance culture, foster employee stock ownership and focus the management team on increasing value for the stockholders; and

• The vesting period encourages executive retention and the preservation of stockholder value.

In determining the number of options to be granted to senior executive officers, we take into account the individual's position, scope of responsibility, ability to affect profits and stockholder value and the individual's historic and recent performance and the value of stock options in relation to other elements of total compensation.

Additional Benefits

Our executive officers, including our Named Executive Officers, participate in other employee benefit plans generally available to all employees on the same terms as similarly situated employees.

Change in Control and Severance Payments

The employment agreements of some of our Named Executive Officers provide them benefits if their employment is terminated (other than for misconduct), including termination following a change in control. The details and amount of this benefit are set forth below under “Compensation of Directors and Executive Officers — Severance Agreements — Change-in-Control Arrangements.”

Deductibility of Executive Compensation

Our Compensation and Management Development Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that we may not deduct compensation of more than $1,000,000 that is paid to certain individuals. In as much as no executive is currently paid an amount near the $1,000,000 threshold, our Compensation and Management Development Committee believes that compensation paid to our Named Executive Officers is generally fully deductible for federal income tax purposes. However, in certain situations, certain of the independent members of our Compensation and Management Development Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation of our Named Executive Officers.

2009 Compensation Determinations

The Compensation and Management Development Committee uses its judgment and discretion in determining the amount of base salary for each Named Executive Officer, which is reviewed on an annual basis. For the year ended December 31, 2009, the Compensation and Management Development Committee reviewed base salaries and did not increase base salaries for the Named Executive Officers for the next fiscal year.

In addition to reviewing base salary compensation, the Compensation and Management Development Committee also considers the need for option grants to supplement overall compensation. In 2009, the Compensation and Management Development Committee elected to make an equity grant of stock options to Messrs. Hames, Linden, Stolper and Crues. Messrs. Hames and Linden were awarded options to purchase 150,000 shares of our common stock, Mr. Stolper was awarded options to purchase 250,000 shares of our

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common stock and Dr. Crues was awarded options to purchase 100,000 shares of our common stock. The Compensation and Management Development Committee elected to make these awards in order to provide each of these Named Executive Officers with a more significant equity stake in the company and a greater incentive to contribute to our long term success. No equity awards were granted to Dr. Berger who owns approximately 15% of our common stock. The Compensation and Management Development Committee determined that he has a sufficient equity interest in the company to align his interest with other stockholders.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information concerning the beneficial ownership of the shares of common stock of RadNet, Inc. as of August 9, 2010, by:

• each person we know to be the beneficial owner of 5% or more of our outstanding shares of common stock,

• each of our Named Executive Officers and directors, and

• all of our current executive officers and directors as a group.

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o RadNet, Inc., 1510 Cotner Ave., Los Angeles, California 90025.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 36,979,725 shares of common stock outstanding on August 9, 2010 (excluding treasury shares). We have determined beneficial ownership in accordance with the rules of the SEC. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of August 9, 2010. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Name of Beneficial Owner	Shares Beneficially Owned			Percent of Shares Beneficially Owned
5% or Greater Stockholders
James E. Flynn(1)		3,554,000			9.8	%
Directors and Named Executive Officers
Howard G. Berger, M.D.(2)		5,405,140			14.6	%
Marvin S. Cadwell		150,178	(3)		*
John V. Crues, III, M.D.		678,708	(4)		1.8	%
Norman R. Hames		1,601,237	(5)		4.3	%
Lawrence L. Levitt		181,250	(6)		*
Michael L. Sherman, M.D.		191,765	(7)		*
David L. Swartz		216,250	(8)		*
Jeffrey L. Linden		1,235,000	(9)		3.3	%
Mark D. Stolper		677,205	(10)		1.8	%
Stephen M. Forthuber		875,000	(11)		2.4	%
Michael N. Murdock		173,333	(12)		*
All directors and executive officers as a group (11 persons)		11,385,066	(13)		30.8	%

* Represents less than 1%.

(1) According to the Schedule 13G filing with the SEC, Mr. Flynn is the beneficial owner of shares of common stock owned by various entities, including Deerfield Capital, L.P., and Deerfield Management Company, L.P. and he maintains shared voting and investment power over the shares of our common stock held by these entities. The address for Mr. Flynn as set forth in the Schedule 13G filing is 780 Third Avenue, 37th Floor, New York, New York 10017.

(2) As a result of his stock ownership and positions as president and director, Dr. Berger may be deemed to be a controlling person of our company. Represents shares held by the Howard and Fran Berger Family Trust, to which Dr. Berger and Mrs. Berger are trustees.

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(3) Beneficial ownership includes 131,250 shares subject to options exercisable within 60 days of August 9, 2010.

(4) Beneficial ownership includes 100,000 shares subject to options and warrant exercisable within 60 days of August 9, 2010.

(5) Beneficial ownership includes 1,576,237 shares subject to options and warrants exercisable within 60 days of August 9, 2010.

(6) Beneficial ownership includes 156,250 shares subject to options and warrants exercisable within 60 days of August 9, 2010.

(7) Beneficial ownership includes 131,250 shares subject to options exercisable within 60 days of August 9 August 9, 2010.

(8) Beneficial ownership includes 156,250 shares subject to options and warrants exercisable within 60 days of August 9, 2010.

(9) Beneficial ownership includes 687,500 shares subject to options and warrants exercisable within 60 days of August 9, 2010.

(10) Beneficial ownership includes 600,000 shares subject to options and warrants exercisable within 60 days of August 9, 2010.

(11) Beneficial ownership includes 875,500 shares subject to options exercisable within 60 days of August 9, 2010.

(12) Beneficial ownership includes 173,333 shares subject to options exercisable within 60 days of August 9, 2010.

(13) Beneficial ownership includes 4,414,237 shares subject to options and warrants exercisable within 60 days of August 9, 2010.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review and Approval of Related Party Transactions

As a matter of policy, the Board of Directors of RadNet, Inc. reviews any transaction in which we are proposed to be a party, directly or indirectly, and any of the following persons or entities is or is entitled to be a party, directly or indirectly, to the transaction or any director has a material financial interest in the transaction: (i) any of our executive officers or any related person of any such officer or a director, (ii) any person or entity of which the executive officer or director or any related person is the owner of more than 5% of the securities, (iii) any person or entity that controls one or more of the persons specified in subparagraph (ii) or a person that is controlled by, or is under common control with one or more of the persons specified in subparagraph (ii), or (iv) an individual who is a general partner, principal or employer of a director. Additionally, any transaction which would be required to be disclosed pursuant to Item 404 of Regulation S-K is reviewed by the Board of Directors.

Related Party Transactions

Howard G. Berger, M.D. is our President and Chief Executive Officer, Chairman of the Board, and owns approximately 15% of our outstanding common stock. Dr. Berger also owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at most of our California facilities under a management agreement and contracts with various other independent physicians and physician groups to provide all of the professional medical services at most of our other California facilities. We obtain professional medical services from BRMG in California, rather than providing such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of this close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that professional medical services are provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated practice groups.

Under our management agreement with BRMG, which expires on January 1, 2014, BRMG pays us, as compensation for the use of our facilities and equipment and for our services, a percentage of the gross amounts collected for the professional services it renders. The percentage, which was 79%, at December 31, 2009, is adjusted annually, if necessary, to ensure that the parties receive fair value for the services they render. In operation and historically, the annual revenue of BRMG from all sources closely approximates its expenses, including Dr. Berger’s compensation, fees payable to us and amounts payable to third parties. For administrative convenience and in order to avoid inconveniencing and confusing our payors, a single bill is prepared for both the professional medical services provided by the radiologists and our non-medical, or technical, services, generating a receivable for BRMG. BRMG is a guarantor under the term loan facility and revolving credit facility we entered into in April 2010.

Dr. Crues and Dr. Berger receive all of their salary from BRMG.

Cohen & Lord, a professional corporation, a law firm with which Mr. Linden is associated, received $410,000 in fees during 2009. Mr. Linden has specifically waived any interest in our fees since becoming an officer of RadNet, Inc.

On June 1, 2009 we entered into a 10-year operating lease for a building at one of our imaging centers located in Wilmington, Delaware in which our Senior Vice President of Materials Management is a 50% owner. The monthly rent under this operating lease is approximately $25,000. We believe that the monthly lease amount is in line with similar 10-year lease contracts available for comparable buildings in the area.

Indemnification Agreements

We have indemnification agreements with each of our directors and certain officers in addition to provisions which are reflected in our certificate of incorporation and bylaws which require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

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DESCRIPTION OF OTHER INDEBTEDNESS

The following summary of other indebtedness does not purport to be complete and is qualified in its entirety by reference to the agreements described, including the definitions of certain capitalized terms used in this section, copies of which are available upon request.

General

On April 6, 2010, the Issuer entered into a new Credit and Guaranty Agreement (the “Credit Agreement”) with Barclays Capital, Deutsche Bank Securities Inc., GE Capital Markets, Inc. and Royal Bank of Canada, as joint bookrunners and joint lead arrangers, Barclays Bank PLC, as administrative agent and collateral agent, and certain other lenders, whereby we obtained $385,000,000 in senior secured first lien bank financing, consisting of (i) a $285,000,000, six-year term loan facility and (ii) a $100,000,000, five-year revolving credit facility, including a swing line loan subfacility and a letter of credit subfacility (the “New Credit Facilities”). The New Credit Facilities include uncommitted incremental credit facilities for up to $75,000,000 in additional principal amount of term loans or revolving credit commitments, subject to the satisfaction of certain conditions.

We will pay a commitment fee equal to 0.75% per annum (or 0.50% per annum if certain conditions are met) on the undrawn portion available under the revolving credit facility. We also will pay variable per annum fees in respect of outstanding letters of credit.

Prepayments

Loans will be required to be prepaid with:

• 100% of the net proceeds of asset sales or other dispositions of property by us, our parent company or our subsidiaries, subject to certain limited exceptions, unless such proceeds are reinvested in long-term assets useful in our business within 180 days of receipt of such proceeds or, if committed to reinvestment within such 180-day period, reinvested within 90 days thereafter;

• 100% of the net proceeds from insurance and condemnation recoveries received by us, our parent company or our subsidiaries, subject to certain limited exceptions, unless such proceeds are reinvested in long-term assets useful in our business within 180 days of receipt of such proceeds or, if committed to reinvestment within such 180-day period, reinvested within 90 days thereafter;

• 100% of the net proceeds from the issuance or incurrence of debt by us, our parent company, our subsidiaries or certain of our affiliates, other than certain indebtedness otherwise permitted under the Credit Agreement;

• 50% of annual consolidated excess cash flow; and

• 100% of the net proceeds of certain extraordinary receipts received by us, our parent company or our subsidiaries, such as but not limited to pension plan reversions, indemnity payments, purchase price adjustments, tax refunds, judgments and litigation settlements.

Interest

The revolving credit and term loan facilities bear interest through maturity: (1) if a Base Rate Loan, then at the sum of the Base Rate (as defined below) plus the applicable margin, or (2) if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate (as defined below) plus the applicable margin. The swing line loan subfacility will bear interest at the sum of the Base Rate plus the applicable margin for Revolving Loans that are Base Rate loans.

The Base Rate will be the highest of: (1) the Prime Rate, (2) the rate which is 0.5% in excess of the Federal Funds Effective Rate (defined as a rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so published, the average rate charged to the administrative agent, as a lender, on such day as determined by the administrative agent), (3) 3.00% and (4) 1.00% in excess of the one-month Adjusted Eurodollar Rate at such time.

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The Adjusted Eurodollar Rate will be the higher of (1) the London interbank offered rate, adjusted for statutory reserve requirements, for the respective interest period, as determined by the administrative agent and (2) 2.00%.

The applicable margin is (1) (a) with respect to Tranche B Term Loans that are Eurodollar Rate Loans, 3.75% per annum and (b) with respect to Tranche B Term Loans that are Base Rate Loans, 2.75% per annum; and (2) (a) with respect to Revolving Loans that are Eurodollar Rate Loans, 3.75% per annum and (b) with respect to Revolving Loans and Swing Line Loans that are Base Rate Loans, 2.75% per annum.

Guarantees and Collateral

The obligations under the New Credit Facilities are guaranteed by our parent company, all of our direct and indirect wholly owned domestic subsidiaries (excluding joint ventures) and certain affiliated companies. The obligations under the New Credit Facilities and the guarantees are secured by a security interest in all of our, our parent company’s, our subsidiaries’ and certain affiliates’ tangible and intangible property, and by a pledge of (a) all intercompany debt, (b) all of the equity interests and limited liability company interests of our direct and indirect domestic subsidiaries, which we now own or hereafter acquire, and (c) (i) 100% of the non-voting equity interests (if any) of any foreign subsidiaries that we may acquire or form in the future and (ii) 66% of the voting equity interests of any foreign subsidiaries that we may acquire or form in the future to the extent the pledge of any greater percentage would result in material adverse tax consequences to us.

Covenants

In addition to certain customary covenants, the Credit Agreement restricts, among other things, our ability, our parent’s ability, our subsidiaries’ ability and certain of our affiliates’ ability to declare dividends or redeem or repurchase capital stock, prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions and asset sales, enter into transactions with affiliates and alter the business we currently conduct.

Financial Covenants

The Credit Agreement contains financial covenants including a minimum interest coverage ratio, a maximum total leverage ratio and a limit on annual capital expenditures. These ratios are set at levels that are consistent with our projections of financial performance. Our failure to comply with these covenants could permit the lenders under the New Credit Facilities to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable.

Events of Default

In addition to certain customary events of default, events of default under the New Credit Facilities include our failure to pay principal or interest when due, our material breach of any representation or warranty contained in the loan documents, covenant defaults, events of bankruptcy and a change of control.

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THE EXCHANGE OFFER

General

We are offering to exchange a like principal amount of exchange notes for any or all outstanding notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your outstanding notes pursuant to the exchange offer.

As of the date of this prospectus, $200.0 million aggregate principal amount of 10 3/8% senior notes due 2018 is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all registered holders of outstanding notes known to us on or about         , 2010. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to the satisfaction or waiver of certain conditions set forth under “— Conditions to the Exchange Offer” below. We anticipate that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

Radnet Management, Inc., RadNet, Inc. and the other registrant guarantors of the notes have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which they agreed, under certain circumstances, to use their reasonable best efforts to file a registration statement relating to offers to exchange the outstanding notes for exchange notes and thereafter cause the registration statement to become effective under the Securities Act no later than 360 days following the closing date of the issuances of the outstanding notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on April 6, 2010.

Pursuant to the registration rights agreement, Radnet Management, Inc. (the “Issuer”), RadNet, Inc. (“Parent”) and the other registrant guarantors (together with Parent, the “Guarantors”) agreed to file with the SEC this registration statement on the appropriate form under the Securities Act with respect to the exchange notes. Upon the effectiveness of the registration statement, the Issuer and the Guarantors will offer to the holders of Entitled Securities (as defined below) pursuant to this exchange offer (as defined in the registration rights agreement) who are able to make certain representations the opportunity to exchange their Entitled Securities for exchange notes.

If:

(1) the Issuer and the Guarantors are not

(a) required to file the exchange offer registration statement; or

(b) permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy; or

(2) any holder of Entitled Securities notifies the Issuer prior to the 20^th business day following consummation of the exchange offer that:

(a) it is prohibited by law or SEC policy from participating in the exchange offer;

(b) it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in this registration statement is not appropriate or available for such resales; or

(c) it is a broker-dealer and owns notes acquired directly from Issuer or an affiliate of the Issuer, the Issuer and the Guarantors will file with the SEC a shelf registration statement to cover resales of the notes by the holders of the notes who satisfy certain conditions relating to the provision of information in connection with the shelf registration statement.

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For purposes of the preceding, “Entitled Securities” means each note until the earliest to occur of:

(1) the date on which such note has been exchanged by a person other than a broker-dealer for an exchange note in the exchange offer;

(2) following the exchange by a broker-dealer in the exchange offer of a note for an exchange note, the date on which such exchange note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in this registration statement;

(3) the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with the shelf registration statement; or

(4) the date on which such note is actually sold pursuant to Rule 144 under the Securities Act; provided that a note will not cease to be an Entitled Security for purposes of the exchange offer by virtue of this clause (4).

The registration rights agreement provides that:

(1) the Issuer and the Guarantors will use all commercially reasonable efforts to have this registration statement declared effective by the SEC on or prior to 360 days after the closing of this offering;

(2) unless the exchange offer would not be permitted by applicable law or SEC policy, the Issuer and the Guarantors will:

(a) commence the exchange offer; and

(b) use all commercially reasonable efforts to issue on or prior to 30 business days, or longer, if required by applicable securities laws, after the date on which this registration statement was declared effective by the SEC, exchange notes in exchange for all notes tendered prior thereto in the exchange offer; and

(3) if obligated to file the shelf registration statement, the Issuer and the Guarantors will use all commercially reasonable efforts to file the shelf registration statement with the SEC on or prior to 30 days after such filing obligation arises and to cause the shelf registration statement to be declared effective by the SEC on or prior to 90 days after such obligation arises.

If:

(1) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”);

(2) the Issuer and the Guarantors fail to consummate the exchange offer within 30 business days of the Effectiveness Target Date with respect to this registration statement; or

(3) the shelf registration statement or this registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Entitled Securities during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (3), a “Registration Default”),

Then the Issuer will pay special interest to each holder of Entitled Securities until all Registration Defaults have been cured (“Special Interest”).

With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Special Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Entitled Securities outstanding. The amount of the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of 1.0% per annum of the principal amount of the Entitled Securities outstanding.

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All accrued Special Interest will be paid by the Issuer on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

Following the cure of all Registration Defaults, the accrual of Special Interest will cease.

Holders of notes will be required to make certain representations to Issuer (as described in the registration rights agreement) in order to participate in the exchange offer and will be required to deliver certain information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement in order to have their notes included in the shelf registration statement and benefit from the provisions regarding Special Interest set forth above. By acquiring Entitled Securities, a holder will be deemed to have agreed to indemnify Issuer and the Guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement. Holders of notes will also be required to suspend their use of the prospectus included in the shelf registration statement under certain circumstances upon receipt of written notice to that effect from Issuer.

Resale of Exchange Notes

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties referred to below, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

• you are not our “affiliate” or an “affiliate” of any guarantor within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

If you are our “affiliate” or an “affiliate” of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:

• you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

• in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, or for the resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, the Issuer will accept for exchange in the exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in

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denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer will issue $2,000 principal amount of exchange notes in exchange for each $2,000 principal amount of outstanding notes surrendered in the exchange offer, and integral multiples of $1,000 in excess thereof.

The form and terms of the exchange notes are identical in all material respects to the form and terms of the corresponding outstanding notes, except that the exchange notes do not contain terms with respect to transfer restrictions, registration rights or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will evidence the same debt as the corresponding outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture under which the outstanding notes will constitute a single class for all purposes under the indenture. For a description of the indenture, see “Description of the Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, $200.0 million aggregate principal amount of the 10 3/8% senior notes due 2018 is outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer. Holders do not have any appraisal rights or dissenters’ rights under the indenture in connection with the exchange offer. The Issuer intends to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to such holders’ series of outstanding notes and the registration rights agreement, except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement.

The Issuer will be deemed to have accepted for exchange properly tendered outstanding notes when it has given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, the Issuer expressly reserves the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “— Conditions to the Exchange Offer.”

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offer. It is important that you read “— Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on         , 2010. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension or written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

The Issuer reserves the right, in its sole discretion:

• to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offer);

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• to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “— Conditions to the Exchange Offer” have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the outstanding notes. If Radnet Management, Inc. amends an exchange offer in a manner that we determine to constitute a material change, it will promptly disclose the amendment by press release or other public announcement as required by Rule 14e-1(d) of the Exchange Act and will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, the Issuer will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and it may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in its reasonable judgment:

• the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

• any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, the Issuer will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

• the representations described under “— Purpose and Effect of the Exchange Offer,” “— Procedures for Tendering Outstanding Notes” and “Plan of Distribution;” or

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

The Issuer expressly reserves the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, the Issuer may delay acceptance of any outstanding notes by notice by press release or other public announcement as required by Rule 14e-1(d) of the Exchange Act of such extension. During any such extensions, all outstanding notes previously tendered and not validly withdrawn will remain subject to the exchange offer, and we may accept them for exchange. The Issuer will return any outstanding notes that it does not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

The Issuer expressly reserves the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. The Issuer will promptly give notice by press release or other public announcement as required by Rule 14e-1(d) of the Exchange Act of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit, and the Issuer may assert them regardless of the circumstances that may give rise to them so long as such circumstances do not arise due to our action or inaction or waive them in whole or in part at any or at various times in our sole discretion. If the Issuer fails at any time to exercise any of these rights, it will not constitute a waiver of such right. Each such right will be deemed an ongoing right that it may assert at any time or at various times prior to the expiration date.

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In addition, the Issuer will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “TIA”).

Procedures for Tendering Outstanding Notes

Only holders of outstanding notes may tender their outstanding notes in the exchange offer. To tender your outstanding notes in the exchange offer, you must comply with either of the following requirements:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “— Exchange Agent” prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, you will comply with either of the following conditions:

• the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

• the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, letters of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

• make appropriate arrangements to register ownership of the outstanding notes in your name; or

• obtain a properly completed bond power from the registered holder of outstanding notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of the Security Transfer Agent Medallion Program or by any other “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

• by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

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If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing outstanding notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, the Issuer will promptly issue exchange notes for outstanding notes that it has accepted for exchange under the exchange offer only after the exchange agent timely receives:

• outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering outstanding notes pursuant to the exchange offer, you will represent to us that, among other things:

• you are not our “affiliate” or an “affiliate” of any guarantor within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

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The Issuer will interpret the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. The Issuer reserves the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in its or its counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither the Issuer, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

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• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “— Exchange Agent;” or

• you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

• specify the name of the person who tendered the outstanding notes to be withdrawn;

• identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

• where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “— Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

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Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. U.S. Bank National Association also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Mail or Overnight Courier: U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance Dept.	By Facsimile: U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance Dept.	By Hand Delivery: U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance Dept.
	(651) 495-8158

Confirm receipt of
facsimile by telephone
(800) 934-6802

Note:  Delivery of this instrument to an address other than as set forth above, or transmission of instructions other than as set forth above, will not constitute a valid delivery.

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will record the expenses of the exchange offer as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

• tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

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• a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

• as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• as otherwise set forth in the prospectus distributed in connection with the private offerings of the outstanding notes.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description under the caption “Certain Definitions” below. In this description, the word “Issuer” refers only to Radnet Management, Inc. and not to Parent or any of its Subsidiaries.

On April 6, 2010, the Issuer issued (the Original Issuance) $200,000,000 aggregate principal amount of 10 3/8% senior notes due 2018 under an indenture, dated as of April 6, 2010, among itself, the Guarantors and, the trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

The following description is only a summary of the material provisions of the indenture, which is an exhibit to the registration statement of which this prospectus forms a part. It does not restate this agreement in its entirety. We urge you to read the indenture because it, and not this description, define your rights as holders of the notes. Copies of the indenture are available as set forth below under “— Additional Information.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders have rights under the indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

The notes:

• are general unsecured, senior obligations of the Issuer;

• mature on April 1, 2018;

• were issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000;

• rank equally in right of payment with all existing and future unsecured senior Indebtedness of the Issuer;

• are senior in right of payment to any future subordinated Indebtedness of the Issuer; and

• are unconditionally guaranteed on a senior, unsecured basis by the Guarantors.

However, the notes are effectively subordinated to all borrowings under the Credit Agreement, which are secured by substantially all of the assets of the Issuer and the Guarantors, and any future secured indebtedness of the Issuer and the Guarantors to the extent of the value of the assets securing such indebtedness. See “Risk Factors — Your right to receive payments on the notes is effectively junior to those lenders who have a security interest in our assets.”

The Note Guarantees

The notes are guaranteed on a senior unsecured basis by Parent and each of the Issuer’s current and future Wholly Owned Domestic Subsidiaries. The notes are also guaranteed by any of the Issuer’s Subsidiaries that guarantee other Indebtedness of the Issuer or any Guarantor.

Each guarantee of the notes:

• is a general unsecured obligation of the Guarantor;

• ranks equally in right of payment with all existing and future unsecured senior Indebtedness of that Guarantor; and

• is senior in right of payment to any future subordinated Indebtedness of that Guarantor.

As of the date of the indenture, all of our Subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” the Issuer is permitted to designate certain of its Subsidiaries as “Unrestricted

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Subsidiaries.” Our Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries are not guaranteeing the notes.

Principal, Maturity and Interest

The Issuer issued $200.0 million in aggregate principal amount of notes in the Original Issuance. The Issuer may issue additional notes under the indenture from time to time after the Original Issuance. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuer issued the notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The notes will mature on April 1, 2018.

Interest on the notes accrues at the rate of 10 3/8% per annum and is payable semi-annually in arrears on April 1 and October 1, commencing on October 1, 2010. Interest on overdue principal, interest and Special Interest, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. The Issuer will make each interest payment to the holders of record on the immediately preceding March 15 and September 15.

Interest on the notes will accrue from the date of Original Issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder of notes has given wire transfer instructions to the Issuer, the Issuer will pay all principal of, premium on, if any, interest and Special Interest, if any, on, that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the holders of the notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuer will not be required to transfer or exchange any note selected for redemption. Also, the Issuer will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

The notes are guaranteed by Parent and each of the Issuer’s current and future Wholly Owned Subsidiaries, as well as any other Domestic Subsidiary of the Issuer that guarantees any other debt of the Issuer or any Guarantor. These Note Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee is limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Federal and state fraudulent transfer laws may permit a court to void the notes and the Guarantees, and if that occurs, you may not receive any payments on the notes.”

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A Restricted Subsidiary of Parent that is a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, the indenture and the registration rights agreement (to the extent applicable) pursuant to a supplemental indenture satisfactory to the trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The Note Guarantee of any Guarantor other than Parent will be released:

(3) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) Parent or a Restricted Subsidiary of Parent, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(4) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Parent or a Restricted Subsidiary of Parent, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture and the Guarantor ceases to be a Restricted Subsidiary of the Issuer as a result of the sale or other disposition;

(5) if Parent designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

(6) upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture as provided below under the captions “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge.”

After giving effect to the Refinancing, including the Original Issuance of the notes, and the application of the net proceeds therefrom, as of June 30, 2010, we had $510.4 million in aggregate principal amount of outstanding indebtedness, $312.0 million of which constituted senior secured indebtedness that is effectively senior to the notes to the extent of the value of the collateral securing such debt. The indenture permits the Issuer and the Guarantors to incur additional Indebtedness in the future under certain circumstances.

Our non Wholly Owned Domestic Subsidiaries, our Unrestricted Subsidiaries and our foreign Subsidiaries do not and will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will be required to pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.

As of June 30, 2010, our non-guarantor subsidiaries had assets of $45.1million and liabilities of $35.6 million (including trade payables).

Optional Redemption

At any time prior to April 1, 2013, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 110.375% of the principal amount of the notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings by Parent; provided that:

(1) at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

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(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

At any time prior to April 1, 2014, the Issuer may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to the preceding paragraphs, the notes will not be redeemable at the Issuer’s option prior to April 1, 2014.

On or after April 1, 2014, the Issuer may on any one or more occasions redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on April 1 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2014		105.188	%
2015		102.594	%
2016 and thereafter		100.000	%

Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

The Issuer may acquire notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the indenture.

Mandatory Redemption

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Issuer may be required to offer to purchase notes as described under the captions, “— Repurchase at the Option of Holders — Change of Control” and “— Repurchase at the Option of the Holders — Asset Sales.”

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

Within 30 days following any Change of Control, the Issuer will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

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On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuer.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “— Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving the Issuer by increasing the capital required to effectuate such transactions. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Parent and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of Parent and its Subsidiaries, taken as a whole. Accordingly, the ability of a holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Parent and its Subsidiaries taken as a whole to another Person or group may be uncertain. The provisions under the indenture relative to the Issuer’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

The Issuer’s ability to repurchase notes pursuant to a Change of Control Offer may be limited by a number of factors. The occurrence of certain of the events that constitute a Change of Control would constitute a default under the Credit Agreement. In addition, certain events that may constitute a change of control under the Credit Agreement and cause a default under that agreement may not constitute a Change of Control under the indenture. Future Indebtedness of the Issuer and the Guarantors may also contain prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their rights to require the Issuer to repurchase the notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Issuer. Finally, the Issuer’s ability to pay

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cash to the holders upon a repurchase may be limited by the Issuer’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. Even if sufficient funds were otherwise available, the terms of the Credit Agreement will, and future Indebtedness may, prohibit the Issuer’s prepayment of notes before their scheduled maturity. Consequently, if the Issuer is not able to prepay the Credit Agreement and any such other Indebtedness containing similar restrictions or obtain requisite consents, as described above, the Issuer will be unable to fulfill its repurchase obligations if holders of notes exercise their repurchase rights following a Change of Control, resulting in a default under the indenture. A default under the indenture may result in a cross-default under the Credit Agreement.

Asset Sales

Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on Parent’s most recent consolidated balance sheet, of Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases Parent or such Restricted Subsidiary from or indemnifies against further liability;

(b) any securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are converted by Parent or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion, within 180 days following the closing of such Asset Sale;

(c) any Designated Non-cash Consideration received by Parent or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) $25 million or (ii) 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and

(d) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Parent (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(1) to repay Indebtedness and other Obligations under a Credit Facility that are secured by a Lien;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Parent;

(3) to make a capital expenditure; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

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Pending the final application of any Net Proceeds, Parent (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 30 business days thereof, Parent will make an offer (an “Asset Sale Offer”) to all holders of notes and all holders of other Indebtedness that ranks equal to the notes (or pari passu) containing provisions similar to those set forth in the indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Parent may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by Parent so that only notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Parent will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to a Change of Control Offer or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of the indenture, Parent will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control or Asset Sale provisions of the indenture by virtue of such compliance.

The agreements governing the other Indebtedness of Parent and its Subsidiaries contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require Parent to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on Parent. In the event a Change of Control or Asset Sale occurs at a time when Parent is prohibited from purchasing notes, Parent could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Parent does not obtain a consent or repay those borrowings, Parent will remain prohibited from purchasing notes. In that case, Parent’s failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other Indebtedness. Finally, Parent’s ability to pay cash to the holders of notes upon a repurchase may be limited by Parent’s then existing financial resources. See “Risk Factors — We may not be able to repurchase notes upon a change of control, which would be an event of default under the indenture.”

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis (or, in the case of notes issued in global form, based on a method that most nearly approximates a pro rata selection as the trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements.

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No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted Payments

The indenture provides that Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of Parent’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Parent and other than dividends or distributions payable to Parent or a Restricted Subsidiary of Parent);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Parent) any Equity Interests of Parent or any direct or indirect parent of Parent;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Parent or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(a) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(b) Parent would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9) and (10) of the next succeeding paragraph), is less than the sum, without duplication, of:

(1) 50% of the Consolidated Net Income of Parent for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are

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available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(2) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of Parent, of marketable securities received by Parent since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Qualifying Equity Interests of Parent or from the issue or sale of convertible or exchangeable Disqualified Stock of Parent or convertible or exchangeable debt securities of Parent, in each case that have been converted into or exchanged for Qualifying Equity Interests of Parent (other than Qualifying Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a Subsidiary of Parent); plus

(3) the aggregate amount by which Indebtedness (other than subordinated Indebtedness) of Parent or any of its Restricted Subsidiaries is reduced on Parent’s consolidated balance sheet on or after the issue date of the notes upon the conversion or exchange of any debt securities (that by their terms are convertible into Qualifying Equity Interests of Parent) issued or sold on or prior to the issue date of the notes that are converted into Qualifying Equity Interests of Parent; plus

(4) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors of Parent, of marketable securities (other than Restricted Investments) received after the issue date from:

(A) the sale or other disposition (other than to Parent or a Restricted Subsidiary) of Restricted Investments made by Parent and its Restricted Subsidiaries after the issue date;

(B) the sale (other than to Parent or a Restricted Subsidiary) of the stock of, an Unrestricted Subsidiary after the date of the indenture (other than to the extent the Instrument in such Unrestricted Subsidiary constituted a Permitted Investment), and a dividend from an Unrestricted Subsidiary after the date of the indenture, to the extent such dividends were not otherwise included in the Consolidated Net Income of Parent for such period; plus

(5) to the extent that any Unrestricted Subsidiary of Parent designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture, the lesser of (i) the Fair Market Value of Parent’s Restricted Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture (other than an Unrestricted Subsidiary to the extent such Instrument constituted a Permitted Investment).

The preceding provisions do not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

(2) the making of any Restricted Payment in exchange for, or out of or with the proceeds of the substantially concurrent sale (other than to a Subsidiary of Parent) of, Equity Interests of Parent (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Parent; provided that the amount of any such net proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Qualifying Equity Interests for purposes of clause (c)(2) of the preceding paragraph;

(3) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Parent to the holders of its Equity Interests on a pro rata basis;

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(4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of Parent or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(5) so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent or any Restricted Subsidiary of Parent held by any current or former officer, director, employee or consultant of Parent or any of its Restricted Subsidiaries, or transferees of such persons, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any twelve-month period; provided further, that Parent and its Restricted Subsidiaries may carry over unutilized capacity under this clause (5) attributable any preceding twelve-month periods, up to a maximum amount of $4.0 million in any twelve-month period provided, further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests of Parent to members of management, directors or consultants of Parent and its Subsidiaries that occurs after the issue date of the notes (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of the preceding paragraph (3)); plus

(b) the cash proceeds of key man life insurance policies received by Parent and its Restricted Subsidiaries after the issue date of the notes, less

(c) the amount of any Restricted Payments made after the issue date of the notes pursuant to clauses (a) and (b) of this subparagraph (5);

and, provided further, that cancellation of Indebtedness owing to Parent from members of management of Parent or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of Parent will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the indenture;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(7) so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Parent or any preferred stock of any Restricted Subsidiary of Parent issued on or after the date of the indenture in accordance with the Fixed Charge Coverage Ratio test described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;”

(8) payments of cash, dividends, distributions, advances or other Restricted Payments by Parent or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person;

(9) the repurchase, redemption or other acquisition or retirement for value of any subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales;” provided that all notes tendered by holders of the notes in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; and

(10) so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed $40.0 million since the date of the indenture; provided, however, that the amount of any dividends or any other payments or distributions on account of Parent’s or any of its Restricted Subsidiaries, Equity Interests and any purchase or redemption of

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any Equity Interests of Parent or any direct or indirect parent of Parent made pursuant to this clause (10) shall not exceed $10.0 million since the date of the indenture; provided, further that such amount shall increase to $15.0 million if, at the time of such Restricted Payment after giving pro forma effect thereto, the Consolidated Total Debt Ratio for Parent’s most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Restricted Payment is made would have been no greater than 3.25 to 1.0.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of Parent whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $20.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

The indenture provides that Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, incur) any Indebtedness (including Acquired Debt), and Parent will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Parent may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The foregoing limitations will not prohibit the incurrence of any of the following items of Indebtedness (collectively, Permitted Debt):

(1) the incurrence by Parent and its Restricted Subsidiaries of additional Indebtedness and letters of credit and bankers acceptances under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Parent and its Restricted Subsidiaries thereunder) not to exceed $385.0 million at the time of such incurrence;

(2) the incurrence by Parent and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by Parent and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture and the exchange notes and the related Note Guarantees to be issued pursuant to the registration rights agreement;

(4) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Parent or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $20 million at the time of such incurrence;

(5) the incurrence by Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5) or (13) of this paragraph;

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(6) the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided, however, that:

(a) if Parent or any of its Restricted Subsidiaries is the obligor on such Indebtedness and the payee is not Parent or a Restricted Subsidiary, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary of Parent and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Parent or a Restricted Subsidiary of Parent,

will be deemed, in each case, to constitute an incurrence of such Indebtedness by Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of Parent’s Restricted Subsidiaries to Parent or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Parent or a Restricted Subsidiary of Parent; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either Parent or a Restricted Subsidiary of Parent,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by Parent or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by Parent or any of its Restricted Subsidiaries of Indebtedness of Parent or a Restricted Subsidiary of Parent to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(11) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within 10 business days;

(12) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary; provided that (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) in the case of a disposition, the maximum liability in respect of such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being determined at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer or such Restricted Subsidiary in connection with such disposition; and

(13) the incurrence by Parent or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or

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discharge any Indebtedness incurred pursuant to this clause (13) not to exceed the greater of $50.0 million and 7.5% of Total Assets as of such date of incurrence.

Parent will not incur, and will not permit its Restricted Subsidiaries to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Parent or such Restricted Subsidiary unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of Parent solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Parent will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture, including any letters of credit issued thereunder, will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of Parent as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Parent or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(b) the principal amount of the Indebtedness, in the case of any other Indebtedness;

(c) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(1) the Fair Market Value of such assets at the date of determination; and

(2) the amount of the Indebtedness of the other Person.

Liens

The indenture provides that Parent will not and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or trade payables upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured and, if such Lien secures subordinated Indebtedness, the notes are secured by a Lien on the same property, assets, income or profits which is senior to such Lien securing such subordinated Indebtedness to the same extent as the notes are senior to such subordinated Indebtedness, in each case, until such time as such obligations are no longer secured by a Lien.

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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The indenture provides that Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Parent or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Parent or any of its Restricted Subsidiaries;

(2) make loans or advances to Parent or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Parent or any of its Restricted Subsidiaries.

However, the preceding restrictions do not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the close of business on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;

(2) the indenture, the notes, the exchange notes, the Note Guarantees and the exchange Note Guarantees to be issued in any exchange offer and related documentation;

(3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in the indenture, the notes and the Note Guarantees;

(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(6) non-assignment provisions in contracts and licenses entered into in the ordinary course of business, including, without limitation, any encumbrance or restriction:

(a) that restricts the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and

(b) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Parent or any Restricted Subsidiary;

(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

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(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10) Liens permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

(12) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; and

(13) restrictions on cash or other deposits or net worth entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

Parent

The indenture provides that Parent will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Parent is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Parent and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under any such laws;

(2) the Person formed by or surviving any such consolidation or merger (if other than Parent) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Parent under the notes, its Note Guarantee, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default shall have occurred and be continuing; and

(4) Parent or the Person formed by or surviving any such consolidation or merger (if other than Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) the Fixed Charge Coverage Ratio for the successor company and its Restricted Subsidiaries would be greater than such ratio for Parent and its Restricted Subsidiaries immediately prior to such transaction.

In addition, Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This “Merger, Consolidation or Sale of Assets” covenant does not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Parent and its Restricted Subsidiaries. Clauses (3) and (4) of the first paragraph of this covenant do not apply to (1) any merger or consolidation of Parent with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating Parent in another jurisdiction.

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The Issuer

The indenture provides that the Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the notes is a corporation organized or existing under any such laws;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the notes, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee; and

(3) immediately after such transaction, no Default or Event of Default shall have occurred and be continuing.

In addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This “Merger, Consolidation or Sale of Assets” covenant does not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Parent, the Issuer and its Restricted Subsidiaries. Clause (3) of the first and fourth paragraphs of this covenant does not apply to any merger or consolidation of Parent or the Issuer, as applicable, (1) with or into one of its Restricted Subsidiaries for any purpose or (2) with or into an Affiliate solely for the purpose of reincorporating Parent or the Issuer, as applicable, in another jurisdiction.

Transactions with Affiliates

The indenture provides that Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1) the Affiliate Transaction is on terms that are no less favorable to Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person; and

(2) Parent delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of Parent set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Parent; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to Parent or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

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The following items are not deemed to be Affiliate Transactions and, therefore, are not subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among Parent and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of Parent) that is an Affiliate of Parent solely because Parent owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries;

(5) any issuance of Equity Interests (other than Disqualified Stock) of Parent to Affiliates of Parent;

(6) Restricted Payments that do not violate the provisions of the indenture described above under the caption “— Restricted Payments” or Permitted Investments;

(7) Affiliated Transactions with Beverly Radiology Medical Group III (and any of its Affiliates, successors or assigns) in existence as of the date of the indenture, or which are materially consistent with the Affiliate Transactions between the Issuer, Parent and Beverly Radiology Medical Group III as of the date of the indenture and approved by a majority of Board of Directors;

(8) loans or advances to employees or consultants which are approved by a majority of the Board of Directors of Parent in good faith;

(9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, which are fair to Parent or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of Parent or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

(10) any agreement as in effect as of the date of the indenture or any amendment thereto (so long as any such amendment is not disadvantageous to the holders of the notes in any material respect) or any transaction contemplated thereby.

Additional Note Guarantees

The indenture provides that if Parent or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Domestic Subsidiary after the date of the indenture, or any other Subsidiary of Parent or its Restricted Subsidiaries guarantees any Indebtedness of the Issuer or any Guarantor, then that Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within ten business days of the date on which it was acquired or created.

Designation of Restricted and Unrestricted Subsidiaries

The indenture provides that the Board of Directors of Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Parent and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “— Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

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Any designation of a Subsidiary of Parent as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Parent as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” Parent will be in default of such covenant. The Board of Directors of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish to the holders of notes or cause the trustee to furnish to the holders of notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Issuer will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. Parent will at all times comply with TIA §314(a).

If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. If the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC.

If Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent. Notwithstanding the foregoing, (a) so long as Parent is a Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent rather than the Issuer and (b) in the event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to the Issuer. In addition, Parent and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish

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to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “Event of Default:”

(1) default for 30 days in the payment when due of interest and Special Interest, if any, on the notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;

(3) failure by Parent or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control,” “— Repurchase at the Option of Holders — Asset Sales,” “— Certain Covenants — Restricted Payments,” “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” or “— Certain Covenants — Merger, Consolidation or Sale of Assets;”

(4) failure by the Issuer or Parent, as the case may be, to comply for 180 days after notice to Parent by the trustee or the holder of at least 25% in the aggregate principal amount of the notes then outstanding voting as a single class with any of its obligations in the covenant described above under “— Reports” (provided that, if applicable, failure by the Issuer or Parent to comply with the provisions of Section 314(a) of the Trust Indenture Act will not in itself be deemed a Default or an Event of Default under the indenture);

(5) failure by Parent or any of its Restricted Subsidiaries for 60 days after notice to Parent by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Parent or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Parent or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal of, premium on, if any, or interest, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more;

(7) failure by Parent or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction (other than judgments which are covered by enforceable insurance policies issued by solvent carriers) aggregating in excess of $20.0 million which judgments are not paid, discharged or stayed, for a period of 60 days;

(8) except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and

(9) certain events of bankruptcy or insolvency described in the indenture with respect to Parent or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Parent, any Restricted Subsidiary of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary, all outstanding notes will

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become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest and Special Interest, if any.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Special Interest, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

(1) such holder has previously given the trustee written notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding notes make a written request to the trustee to pursue the remedy;

(3) such holder or holders offer and, if requested, provide to the trustee security or indemnity reasonably satisfactory to the trustee against any loss, liability or expense;

(4) the trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) during such 60-day period, holders of a majority in aggregate principal amount of the then outstanding notes do not give the trustee a direction inconsistent with such request.

The holders of a majority in aggregate principal amount of the then outstanding notes by written notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest or Special Interest, if any, on, the notes.

Parent is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Parent is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, consultant, agent, representative, advisor, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Issuer may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, premium on, if any, interest or Special Interest, if any, on, such notes when such payments are due from the trust referred to below;

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(2) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee under the indenture, and the Issuer’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, all Events of Default described under “— Events of Default and Remedies” (except those relating to payments on the notes or bankruptcy, receivership, rehabilitation or insolvency events) will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium on, if any, interest and Special Interest, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound;

(6) the Issuer must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(7) the Issuer must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the then outstanding notes (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Special Interest, if any, on, the notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter or waive any of the provisions with respect to the redemption of the notes (except those provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4) waive a Default or Event of Default in the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, premium on, if any, interest or Special Interest, if any, on, the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Guarantors and the trustee may amend or supplement the indenture, the notes or the Note Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not materially adversely affect the legal rights under the indenture of any holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

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(6) to conform the text of the indenture, the notes, the Note Guarantees to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the notes, the Note Guarantees, which intent may be evidenced by an officers’ certificate to that effect;

(7) to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the indenture; or

(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

The consent of the holders of the notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the indenture becomes effective, the Issuer is required to mail to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer following the expiration of the period for holding unclaimed funds set forth in the indenture, have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal of, premium on, if any, interest and Special Interest, if any, on, the notes to the date of maturity or redemption;

in respect of clause 1(b), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

(2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(3) the Issuer has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

In addition, except in the case of satisfaction and discharge of the indenture resulting from repayment of the notes at their stated maturity, the Issuer must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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Concerning the Trustee

U.S. Bank National Association is the trustee under the indenture. The Issuer has also appointed U.S. Bank National Association as Registrar and Paying Agent with regard to the notes. If the trustee becomes a creditor of the Issuer or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default has occurred and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense.

Governing Law

The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Additional Information

Copies of the indenture and the registration rights agreement may be obtained without charge by writing to Radnet Management, Inc., 1510 Cotner Avenue, Los Angeles, CA, USA, 90025, Attention: Jeffrey L. Linden, Esq.

The Global Exchange Notes

The Issuer expects that pursuant to procedures established by DTC (i) upon the issuance of the global exchange notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such global exchange notes to the respective accounts of Persons who have accounts with such depositary and (ii) ownership of beneficial interests in the global exchange notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of Persons other than participants). Ownership of beneficial interests in the global exchange notes will be limited to Persons who have accounts with DTC (“participants”) or Persons who hold interests through participants. Holders may hold their interests in the global exchange notes directly through DTC if they are participants in such system, or indirectly through organizations which are participants in such system.

So long as DTC, or its nominee, is the registered owner or holder of the exchange notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global exchange notes for all purposes under the indenture. No beneficial owner of an interest in the global exchange notes will be able to transfer that interest except in accordance with DTC’s procedures, in addition to those provided for under the indenture with respect to the notes.

Payments of the principal of, premium (if any) and interest on the global exchange notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the Issuer, Parent or the other registrants, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global exchange notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

The Issuer expects that DTC or its nominee, upon receipt of any payment of principal, premium, if any, interest (including liquidated damages) on the global exchange notes, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global exchange notes as shown on the records of DTC or its nominee. The Issuer also expects that payments by

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participants to owners of beneficial interests in the global exchange notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC’s same-day funds system in accordance with DTC rules and will be settled in same day funds. If a holder requires physical delivery of a Certificated Security for any reason, including to sell notes to Persons in states which require physical delivery of the notes, or to pledge such securities, such holder must transfer its interest in a global note, in accordance with the normal procedures of DTC and with the procedures set forth in the indenture.

DTC has advised the Issuer that it will take any action permitted to be taken by a holder of exchange notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the global exchange notes are credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the indenture, DTC will exchange the global exchange notes for Certificated Securities, which it will distribute to its participants and which will be legended as set forth under the heading “Notice to Investors.”

DTC has advised the Issuer as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global exchange notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither the Issuer, Parent, the other registrants nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

Certificated Securities shall be issued in exchange for beneficial interests in the global exchange notes (i) if requested by a holder of such interests or (ii) if DTC is at any time unwilling or unable to continue as a depositary for the global exchange notes and a successor depositary is not appointed by the Company within 90 days.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the note at April 1, 2014 (such redemption price being set forth in the table appearing above under the caption “— Optional Redemption”) plus (ii) all required interest payments due on the note through April 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights by Parent or any of Parent’s Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Parent and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests by any of Parent’s Restricted Subsidiaries or the sale by Parent or any of its Restricted Subsidiaries of Equity Interests in any of Parent’s Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

(2) a transfer of assets between or among Parent and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of Parent to Parent or to a Restricted Subsidiary of Parent;

(4) the sale, lease or other transfer of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of Parent and its Restricted Subsidiaries taken as whole);

(5) licenses and sublicenses by Parent or any of its Restricted Subsidiaries of software or intellectual property or other general intangible assets and licenses in the ordinary course of business;

(6) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(7) the granting of Liens not prohibited by the covenant described above under the caption “— Liens;”

(8) the sale or other disposition of cash or Cash Equivalents;

(9) any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

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(10) the lease or sublease of office space;

(11) the creation of a Permitted Lien and dispositions in connection with Permitted Liens;

(12) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceeds and exclusive of factoring or similar arrangements; and

(13) a Restricted Payment that does not violate the covenant provisions described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment,

provided, however, that a disposition of all or substantially all the assets of the Issuer and its Restricted Subsidiaries taken as a whole is governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control,” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets.”

“Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

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(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $250.0 million;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act));

(2) the adoption of a plan relating to the liquidation or dissolution of Parent;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Parent, measured by voting power rather than number of shares;

(4) the first day on which a majority of the members of the Board of Directors of Parent are not Continuing Directors; or

(5) the first day on which Parent ceases to own 100% of the outstanding Equity Interests of the Issuer.

“Change of Control Offer” has the meaning assigned to that term in the indenture governing the notes.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3) the fees, costs and expenses payable by Parent, the Issuer or any of the Subsidiaries on or before the date of the indenture in connection with the transactions contemplated by the Refinancing; plus

(4) non-recurring employee severance expenses not to exceed $1,500,000 during any fiscal year; plus

(5) non-recurring, non-operational expenses (or minus any non-recurring, non-operational income) reflected on the applicable consolidated statements of operations of Parent and its Restricted Subsidiaries under the heading “Other Expenses (Income),” minus

(6) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or

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reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; minus

(7) non-cash items increasing such Consolidated Net Income for such period (excluding any non-cash item to the extent it represents the reversal of any accrual of, or cash reserve for, anticipated cash charges or expenses in any future period), other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

(1) all extraordinary gains (or losses) and all gains (or losses) realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded;

(2) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of the covenant described above under the caption “Certain Covenants  — Restricted Payments,” the net income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be excluded (except to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person);

(3) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of the covenant described above under the caption “Certain Covenants  — Restricted Payments,” the net income (but not loss) of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(4) the cumulative effect of a change in accounting principles will be excluded;

(5) non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded; and

(6) the effects of adjustments in the inventory, property and equipment, software, goodwill, other intangible assets and in process research and development, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition after the date of the indenture or the amortization or write-off of any amounts thereof, net of taxes, will be excluded.

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of Parent and its Restricted Subsidiaries that is secured by Liens on assets of Parent and its Restricted Securities to (2) Parent’s EBITDA for such period, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

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“Consolidated Total Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of Parent and its Restricted Subsidiaries to (2) Parent’s EBITDA for such period, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of the aggregate amount of all outstanding Indebtedness of Parent and its Restricted Subsidiaries on a consolidated basis and the aggregate amount of all outstanding Disqualified Stock of Parent and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by Parent.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Parent who:

(1) was a member of such Board of Directors on the date of the indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Agreement” means that certain Credit Agreement, to be dated as of the date of the indenture, by and among the Issuer, the Guarantors, Barclays Bank PLC, as administrative agent, and the other bank parties thereto, providing for up to $385.0 million of revolving credit and term loan borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means any non-cash consideration received by Parent or a Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate to the trustee, setting forth the Fair Market Value of such Designated Non-cash Consideration and the basis for determining such Fair Market Value.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on

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or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Parent to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Parent may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that Parent and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of Parent that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of Parent.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private sale either (1) of Equity Interests of Parent by Parent (other than Disqualified Stock and other than to a Subsidiary of Parent) or (2) of Equity Interests of a direct or indirect parent entity of Parent (other than to Parent or a Subsidiary of Parent) to the extent that the net proceeds therefrom are contributed to the common equity capital of Parent.

“Existing Indebtedness” means all Indebtedness of Parent and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the indenture, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Parent (unless otherwise provided in the indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (determined in accordance with Regulation S-X under the Securities Act, but including all Pro Forma Cost Savings) to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

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(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;

(6) any conversion of any operating lease of such Person or any of its Restricted Subsidiaries into a capital lease of such Person or Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Dates, as applicable, the incurrence of which was permitted by the terms of the indenture, will be given pro forma effect as if such conversion occurred on the first day of the four-quarter reference period; and

(7) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, cash or non-cash, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP); plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Parent (other than Disqualified Stock) or to Parent or a Restricted Subsidiary of Parent, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

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“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means Parent and any Subsidiary of Parent that executes a Note Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of FASB ASC 315 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Parent or any Restricted Subsidiary of Parent sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Parent such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Parent, Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Parent’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants  — Restricted Payments.” The acquisition by Parent or any Restricted Subsidiary of Parent of a Person that

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holds an Investment in a third Person will be deemed to be an Investment by Parent or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to the ratings business thereof.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither Parent nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise; and

(2) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Parent or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary).

“Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Parent” means RadNet, Inc., a Delaware corporation.

“Permitted Business” means any business that is the same as, or reasonably related, ancillary or complementary to, any of the businesses in which Parent and its Restricted Subsidiaries are engaged on the date of the indenture.

“Permitted Investments” means:

(1) any Investment in Parent or in a Restricted Subsidiary of Parent;

(2) any Investment in Cash Equivalents;

(3) any Investment by Parent or any Restricted Subsidiary of Parent in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Parent; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary of Parent;

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(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;”

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Parent;

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to employees made in the ordinary course of business of Parent or any Restricted Subsidiary of Parent in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;

(9) repurchases of the notes;

(10) any guarantee of Indebtedness permitted to be incurred by the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” other than a guarantee of Indebtedness of an Affiliate of Parent that is not a Restricted Subsidiary of Parent;

(11) any Investment existing on, or made pursuant to binding commitments existing on, the date of the indenture and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date of the indenture; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the date of the indenture or (b) as otherwise permitted under the indenture;

(12) Investments acquired after the date of the indenture as a result of the acquisition by Parent or any Restricted Subsidiary of Parent of another Person, including by way of a merger, amalgamation or consolidation with or into Parent or any of its Restricted Subsidiaries in a transaction that is not prohibited by the covenant described above under the caption “— Merger, Consolidation or Sale of Assets” after the date of the indenture to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and

(13) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed the greater of $20.0 million and two percent of Total Assets at the time such Investment is made.

“Permitted Liens” means:

(1) Liens on assets of Parent or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that was permitted by the terms of the indenture to be incurred pursuant to clauses (1) and (12) of the definition of Permitted Debt and/or securing Hedging Obligations related thereto and/or securing Obligations with regard to Treasury Management Arrangements;

(2) Liens in favor of Parent or the Guarantors;

(3) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary of Parent or is merged with or into or consolidated with Parent or any Restricted Subsidiary of Parent; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of Parent or such merger or consolidation and do not extend to any assets

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other than those of the Person that becomes a Restricted Subsidiary of Parent or is merged with or into or consolidated with Parent or any Restricted Subsidiary of Parent;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by Parent or any Subsidiary of Parent; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition;

(5) Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the date of the indenture;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:

(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(14) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(15) bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(16) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

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(17) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(18) grants of software and other technology licenses in the ordinary course of business;

(19) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(20) Liens incurred by Parent or any Restricted Subsidiary of Parent with respect to obligations that do not exceed $10.0 million at any one time outstanding; and

(21) Liens on assets of Parent or any of its Restricted Subsidiaries securing Indebtedness and other obligations under Credit Facilities that was permitted by the terms of the indenture to be incurred; provided that, at the time of such incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio for Parent’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such debt is incurred would have been no greater than 3.25 to 1.0.

“Permitted Refinancing Indebtedness” means any Indebtedness of Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of Parent or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the notes;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by Parent or by the Restricted Subsidiary of the Issuer that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Pro Forma Cost Savings” means, with respect to any four-quarter period, the reduction in net costs and expenses that:

(1) were directly attributable to an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and that would properly be reflected in a pro forma income statement prepared in accordance with Regulation S-X under the Securities Act;

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(2) were actually implemented prior to the Calculation Date in connection with or as a result of an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action and that are supportable and quantifiable by the underlying accounting records; or

(3) relate to an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action and that Issuer reasonably determines will actually be realized within six months of the date of the closing of the acquisition, Investment, disposition, merger, consolidation or discontinued operation or specified action;

provided that the aggregate amount of cost savings added pursuant to clauses (2) and (3) of this definition shall not exceed $5.0 million in any four-quarter period.

“Qualifying Equity Interests” means Equity Interests of Parent other than Disqualified Stock.

“Refinancing” means the issuance of the notes and the execution of the Credit Agreement, the incurrence of the borrowings thereunder, and the application of the net proceeds therefrom to repay and retire a portion of the Issuer’s Existing Indebtedness, in each case as described in this prospectus under the section thereof entitled “Prospectus Summary — The Transactions.”

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless otherwise indicated in this “Description of Notes,” all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of Parent, including the Issuer.

“S&P” means Standard & Poor’s Ratings Group, and any successor to the ratings business thereof.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

“Special Interest” has the meaning assigned to that term pursuant to the registration rights agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total consolidated assets of Parent and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of Parent then available, after giving pro forma effect for acquisitions or dispositions of Persons, divisions or lines of business that had occurred after such balance sheet date and on or prior to such date of determination.

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“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2014; provided, however, that if the period from the redemption date to April 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means any Subsidiary of Parent that is designated by the Board of Directors of Parent as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the caption “— Certain Covenants —  Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Parent or any Restricted Subsidiary of Parent unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Parent;

(3) is a Person with respect to which neither Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Parent or any of its Restricted Subsidiaries.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Domestic Subsidiary” means a Domestic Subsidiary of Issuer all of the Capital Stock of which (other than directors’ qualifying shares) is owned by Issuer or another Wholly Owned Domestic Subsidiary of Issuer.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

CIRCULAR 230 NOTICE:  TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT ANY DISCUSSION OF TAX MATTERS SET FORTH IN THIS PROSPECTUS WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PROSPECTIVE INVESTOR FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER FEDERAL, STATE OR LOCAL TAX LAW. EACH PROSPECTIVE INVESTOR SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Exchange Offer

The exchange of the outstanding notes for exchange notes pursuant to the Exchange Offer (see “The Exchange Offer”) is not expected to be an exchange or otherwise taxable event to a U.S. holder for United States federal income tax purposes. Accordingly, a U.S. holder will have the same adjusted issue price, adjusted basis and holding period in the new notes as it had in the outstanding notes immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

Ownership of the Notes

The following is a summary of the material United States federal income and, in the case of non-U.S. holders (as defined below), certain estate tax consequences of the purchase, ownership and disposition of the notes as of the date of this prospectus. This summary is for general information only and does not purport to be a complete analysis of all the potential tax considerations relating to the notes. Unless otherwise stated, this summary deals only with notes held as capital assets by persons who purchase the notes for cash upon original issuance at their “issue price” (as defined below).

Except as modified for estate tax purposes, the term “non-U.S. holder” as used herein means a beneficial owner of the notes that, for United States federal income tax purposes, is an individual, corporation, estate or trust that is not a U.S. holder. A “U.S. holder” means a beneficial owner of the notes that is for United States federal income tax purposes any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust the administration of which is subject to the primary supervision of a court within the United States and with respect to which one or more United States persons have the authority to control all substantial decisions of the trust, or a trust that has a valid election in effect to be treated as a United States person.

This summary does not represent a detailed description of the United States federal income and estate tax consequences applicable to you if you are a person subject to special tax treatment under the United States federal income and estate tax laws, including, without limitation:

• a dealer in securities or currencies;

• a financial institution;

• a regulated investment company;

• a real estate investment trust;

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• a tax-exempt organization;

• an insurance company;

• a person holding the notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

• a trader in securities that has elected the mark-to-market method of accounting for your securities;

• a person liable for alternative minimum tax;

• a partnership or other pass-through entity for United States federal income tax purposes (or an investor in such entities);

• a U.S. holder whose “functional currency” is not the U.S. dollar;

• a “controlled foreign corporation;”

• a “passive foreign investment company;” or

• a United States expatriate.

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury regulations, administrative rulings and judicial decisions as of the date hereof. Those authorities may be changed, possibly on a retroactive basis, so as to result in United States federal income and estate tax consequences different from those summarized below. We have not and will not seek any rulings from the Internal Revenue Service (“IRS”) regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the purchase, ownership or disposition of the notes that are different from those discussed below.

If any entity classified as a partnership for United States federal income tax purposes holds notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner in a partnership holding notes, you should consult your own tax advisors.

This summary does not represent a detailed description of the United States federal income and estate tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-United States tax laws. It is not intended to be, and should not be construed to be, legal or tax advice to any particular purchaser of notes. If you are considering the purchase of notes, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership of the notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Material Tax Consequences to U.S. Holders

The following is a summary of the material United States federal income tax consequences that will apply to U.S. holders of the notes.

Stated Interest.  Stated interest on a note will generally be treated as qualified stated interest and will be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for United States federal income tax purposes.

Surtax on Net Investment Income.  On March 30, 2010, President Obama signed into law new legislation that imposes a surtax on the net investment income of individuals, trusts and estates for tax years beginning after December 31, 2012. The surtax for individuals is 3.8% of the lesser of (1) the individual’s net investment income or (2) the excess of the individual’s modified adjusted gross income over a threshold amount. The threshold amount is $250,000 for a joint return or surviving spouse, $125,000 for a married individual filing a separate return, and $200,000 in any other case. An individual’s “modified adjusted gross income” is adjusted gross income increased by the amount excluded from income as foreign earned income, net of the deductions and exclusions disallowed with respect to the foreign earned income. Net investment income generally includes interest, dividends, annuities, royalties and rents (other than from a trade or business not involving a passive activity), gross income from a trade or business involving a passive activity, and gain from disposition of property (other than property held in a trade or business not involving a passive

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activity), net of expenses attributable to such income. Thus, beginning in 2013, a holder’s interest income on the notes, as well as any gain on the sale, exchange, redemption, or other disposition of the notes, may be subject to this surtax.

Sale, Exchange, Retirement, Redemption, or Other Disposition of the Notes.  Upon the sale, exchange, retirement, redemption, or other taxable disposition of a note, you generally will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, retirement, redemption, or other disposition (other than amounts representing accrued but unpaid stated interest, which will be taxable as such) and the adjusted tax basis of the notes. Your adjusted tax basis in a note generally is the price you paid for the outstanding note you exchanged for such note. Any gain or loss you recognize upon disposition of a note will generally be capital gain or loss. Capital gains of non-corporate U.S. holders derived in respect of capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Optional Redemption or Repurchase of the Notes.  Under certain circumstances (see “Description of Notes — Optional Redemption” and “Description of Notes — Repurchase at the Option of Holders — Change of Control”), we may redeem a portion of the aggregate principal of the notes, and the holders may cause us to repurchase a portion of the aggregate principal of the notes. These contingencies may implicate the United States Treasury regulations relating to “contingent payment debt instruments.” We intend to take the position that the notes should not be treated as contingent payment debt instruments, based in part on our assumptions regarding the likelihood, as of the date of the issuance of the notes, that any payments will have to be made by us in connection with a redemption or repurchase. Assuming such position is respected, any such redemption or repurchase would be treated for United States federal income tax purposes as if the Company made a pro-rata prepayment on the note of the redemption or repurchase price. Consequently, each note would be treated as two notes, one that is retired on the date of redemption or repurchase and one that remains outstanding after the redemption or repurchase. The issue price of the original note would be allocated between the two notes based on the portion of the original note treated as retired. However, the yield to maturity on the note that is treated as remaining outstanding will remain the same as yield to maturity on the original note. A holder may recognize a gain on the redemption or repurchase of the note treated as retired, as described above in “— Sale, Exchange, Retirement, Redemption, or Other Disposition of the Notes.”

Our position will be binding on a U.S. holder unless such holder discloses its contrary position in the manner required by applicable United States Treasury regulations. Our position, however, is not binding on the IRS. If the IRS takes a position contrary to our position, the timing and character of a U.S. holder’s income and the timing of our deductions with respect to the notes could be materially and adversely affected. U.S. holders are urged to consult with their tax advisors regarding the potential application to the notes of the contingent payment debt instrument rules and the consequences thereof. The remainder of this discussion assumes that the notes are not treated as contingent payment debt instruments.

Material Tax Consequences to Non-U.S. Holders

The following is a summary of the material United States federal income and estate tax consequences that will apply to non-U.S. holders of the notes.

Payments of Interest.  Under the “portfolio interest rules” the 30% United States federal withholding tax will not apply to any payment of interest on the notes that is not effectively connected with your U.S. trade or business, provided that:

• you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of the Company entitled to vote;

• you are not a controlled foreign corporation with respect to which the Company is a related person (within the meaning of section 864(d)(4) of the Code);

• you are not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code; and

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• either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form), and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (b) you hold your notes through certain foreign intermediaries that have entered into a “qualified intermediary” or similar agreement with the IRS and you satisfy the certification requirements of applicable United States Treasury regulations. Special certification rules apply to non-U.S. holders that are pass-through entities rather than corporations or individuals.

If you cannot satisfy the requirements described above, payments of interest made to you will generally be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed:

• IRS Form W-8BEN (or other applicable form) certifying an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or

• IRS Form W-8ECI (or other applicable form) certifying interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “— United States Trade or Business”).

Sale, Exchange, Retirement, Redemption, or Other Disposition of the Notes.  The 30% United States federal withholding tax generally will not apply to any gain that you realize on the sale, exchange, retirement, redemption, or other disposition of a note. Generally, you will not be subject to United States federal income tax on gain realized on the sale, exchange, retirement, redemption, or other disposition of the notes unless (a) you are an individual who is present in the United States for a period or periods aggregating 183 or more days in the taxable year of the disposition and certain other requirements are met (in which case you generally will be subject to a 30% United States federal income tax on any gain recognized, which may be offset by certain United States losses) or (b) such gain is effectively connected with a United States trade or business in which you are engaged and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base in the United States (in which case you will be subject to United States federal income tax in the same manner as discussed below under “— United States Trade or Business”).

Optional Redemption or Repurchase of the Notes.  Under certain circumstances (see “Description of Notes — Optional Redemption” and “Description of Notes — Repurchase at the Option of Holders —  Change of Control”), we may redeem a portion of the aggregate principal of the notes, and the holders may cause us to repurchase a portion of the aggregate principal of the notes. As discussed above in “— Material Tax Consequences to U.S. Holders — Optional Redemption or Repurchase of the Notes,” we intend to take the position that such payments (or the likelihood of such payments) will not cause the notes to be treated as contingent payment debt instruments, and this discussion assumes that the notes will not be so treated. Such payments may be treated as interest, subject to the rules described under “— Material Tax Consequences to Non-U.S. Holders — Payments of Interest”) or additional amounts paid for the notes, subject to the rules described under “— Material Tax Consequences to Non-U.S. Holders — Sale, Exchange, Retirement, Redemption, or Other Disposition of the Notes,” or as other income subject to United States federal withholding tax. A non-U.S. holder that is subject to United States federal withholding tax should consult its tax advisors as to whether it can obtain a refund for all or a portion of any amounts withheld.

United States Trade or Business.  If you are engaged in a trade or business in the United States and interest or gain on the notes is effectively connected with the conduct of that trade or business and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base in the United States then you will be subject to United States federal income tax on that interest or gain on a net income basis (although you will be exempt from the 30% United States federal withholding tax, provided the applicable certification requirements are satisfied) in generally the same manner as if you were a United States person as defined under the Code (unless an applicable income tax treaty provides otherwise). In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of your effectively connected earnings and profits attributable to such interest, subject to certain adjustments.

United States Federal Estate Tax.  An individual who at death is not a citizen or resident of the United States (as specifically defined for estate tax purposes) will not be subject to United States federal estate tax on notes beneficially owned by such individual at the time of death, provided that any payment on the notes

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would be eligible for exemption from the 30% United States federal withholding tax under the “portfolio interest rule” described above under “— Material Tax Consequences to Non-U.S. Holders — Payments of Interest” without regard to the statement requirement described in the fourth bullet point of that section.

Information Reporting and Backup Withholding

U.S. Holders

In general, information reporting requirements will apply to certain payments of interest paid on the notes and to the proceeds of the sale or other disposition (including a retirement or redemption) of a note paid to you (unless you are an exempt recipient). Backup withholding may apply to such payments and proceeds if you fail to provide a taxpayer identification number or a certification that you are not subject to backup withholding.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.

Non-U.S. Holders

Generally, we must report to the IRS and to you the amount of interest paid to you and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

In general, you will not be subject to backup withholding with respect to payments of interest on the notes that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person as defined under the Code, and we have received from you the required certification that you are a non-U.S. holder described above in the fourth bullet point under “— Material Tax Consequences to Non-U.S. Holders — Payments of Interest.”

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition (including a retirement or redemption) of notes within the United States or conducted through certain United States-related financial intermediaries, unless you certify to the payor under penalties of perjury that you are a non-U.S. holder (and the payor does not have actual knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise establish an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to an exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

160

LEGAL MATTERS

The validity of the exchange notes and the related guarantees offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, Los Angeles and Menlo Park, California.

EXPERTS

The consolidated financial statements of RadNet, Inc. as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009, appearing in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

RadNet, Inc., Radnet Management, Inc. and the other registrant guarantor subsidiaries have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to RadNet, Inc., Radnet Management, Inc., the other registrant guarantor subsidiaries and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. RadNet, Inc., our parent company, is subject to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and files periodic reports, proxy statements and other information with the SEC. Materials that it files with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http://www.sec.gov, from which interested persons can electronically access reports, proxy statements and other information relating to SEC registrants, including our company. Our Internet site is www.radnet.com.

So long as RadNet, Inc., Radnet Management, Inc. and the other registrant guarantor subsidiaries are subject to the periodic reporting requirements of the Exchange Act, RadNet, Inc., Radnet Management, Inc. and the other registrant guarantor subsidiaries are required to furnish the information required to be filed with the SEC to the trustee and the holders of the outstanding notes. RadNet, Inc., Radnet Management, Inc. and the other registrant guarantor subsidiaries have agreed that, even if we are not required under the Exchange Act to furnish such information to the SEC, we will nonetheless continue to furnish information that would be required to be furnished by us and our guarantor subsidiaries by Section 13 of the Exchange Act, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by their certified independent accountants to the trustee and the holders of the outstanding notes or exchange notes as if we were subject to such periodic reporting requirements. However, our reporting obligations under the indenture are not identical to the reporting obligations that we would have if we were subject to Section 13 or 15(d) of the Exchange Act. Among other differences, the indenture permits us to meet these periodic filing and information requirements within time frames that may be longer than those to which we would be subject if we were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. See “Description of Notes — Reports and Other Information.”

161

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statement of Equity Deficit		F-5
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-9

 
 
The accompanying notes are an integral part of these financial statements.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of RadNet, Inc.

We have audited the accompanying consolidated balance sheets of RadNet, Inc. and subsidiaries (the “Company” or “RadNet”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, equity deficit, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of RadNet, Inc. and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Notes 3 and 5 to the consolidated financial statements, the Company changed its method of accounting for business combinations with the adoption of the guidance originally in FASB Statement No. 141(R), Business Combinations (codified in FASB ASC Topic 805, Business Combinations) effective January 1, 2009.

We also have audited in accordance with the Standards of the Public Company Accounting Oversight Board (United States), RadNet’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2010 expressed as an unaudited opinion thereon.

/s/ Ernst & Young LLP

Los Angeles, California
March 15, 2010, except Note 17 as to
which the date is August 27, 2010

 
 
The accompanying notes are an integral part of these financial statements.

F-2

RADNET, INC. AND SUBSIDIARIES
  
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)

	June 30, 2010			December 31, 2009			December 31, 2008
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	20,476		$	10,094		$	—
Accounts receivable, net		94,351			87,825			96,097
Refundable income taxes		—			—			103
Prepaid expenses and other current assets		13,068			9,990			13,665
Total current assets		127,895			107,909			109,865
PROPERTY AND EQUIPMENT, NET		187,924			182,571			193,104
OTHER ASSETS
Goodwill		124,178			106,502			105,278
Other intangible assets		52,852			54,313			56,861
Deferred financing costs, net		16,544			8,229			10,907
Investment in joint ventures		16,815			18,741			17,637
Deposits and other		2,792			2,406			2,457
Total assets	$	529,000		$	480,671		$	496,109
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	72,556		$	69,641		$	81,175
Due to affiliates		3,450			7,456			5,015
Notes payable		8,539			6,927			5,501
Current portion of deferred rent		654			560			390
Obligations under capital leases		11,323			14,121			15,064
Total current liabilities		96,522			98,705			107,145
LONG-TERM LIABILITIES
Line of credit		—			—			1,742
Deferred rent, net of current portion		10,363			8,920			7,996
Deferred taxes		277			277			277
Notes payable, net of current portion		481,934			416,699			419,735
Obligations under capital lease, net of current portion		8,628			13,568			24,238
Other non-current liabilities		19,611			17,263			16,006
Total liabilities		617,335			555,432			577,139
COMMITMENTS AND CONTINGENCIES
EQUITY DEFICIT
Common stock – $.0001 par value, 200,000,000 shares authorized; 36,979,725, 36,259,279 and 35,911,474 shares issued and outstanding at June 30, 2010, December 31, 2009 and 2008, respectively		4			4			4
Paid-in-capital		160,225			156,758			153,006
Accumulated other comprehensive loss		(2,754	)		(1,588	)		(6,396	)
Accumulated deficit		(245,856	)		(229,989	)		(227,722	)
Total RadNet, Inc.’s equity deficit		(88,381	)		(74,815	)		(81,108	)
Noncontrolling interests		46			54			78
Total equity deficit		(88,335	)		(74,761	)		(81,030	)
Total liabilities and equity deficit	$	529,000		$	480,671		$	496,109

 
 
The accompanying notes are an integral part of these financial statements.

F-3

RADNET, INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE DATA)

	Six Months Ended June 30,						Three Months Ended June 30,						Years Ended December 31
	2010			2009			2010			2009			2009			2008			2007
	(unaudited)						(unaudited)
NET REVENUE	$	263,129		$	259,149		$	138,951		$	131,146		$	524,368		$	498,815		$	423,576
OPERATING EXPENSES
Operating Expenses		204,844			196,729			106,205			99,716			397,753			384,297			330,550
Depreciation and amortization		27,151			26,386			13,876			13,212			53,800			53,548			45,281
Provision for bad debts		16,145			16,343			8,468			8,369			32,704			30,832			27,467
Loss on sale of equipment		155			303			51			277			523			516			72
Severance costs		567			357			435			340			731			335			934
Total operating expenses		248,862			240,118			129,035			121,914			485,511			469,528			404,304
INCOME FROM OPERATIONS		14,267			19,031			9,916			9,232			38,857			29,287			19,272
OTHER EXPENSES (INCOME)
Interest expense		22,696			26,171			12,729			12,578			49,193			51,811			44,307
Loss on extinguishment of debt		9,871			—			9,871			—			—			—			—
Gain on bargain purchase		—			(1,387	)		—			(1,387	)		(1,387	)		—			—
Gain from sale of joint venture interests		—			—			—			—			—			—			(1,868	)
Other expenses (income)		1,150			418			1,150			792			1,239			(151	)		(29	)
Total other expenses		33,717			25,202			23,750			11,983			49,045			51,660			42,410
LOSS BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		(19,450	)		(6,171	)		(13,834	)		(2,751	)		(10,188	)		(22,373	)		(23,138	)
Provision for income taxes		(206	)		(50	)		128			(13	)		(443	)		(151	)		(337	)
Equity in earnings of joint ventures		3,832			5,088			1,971			2,453			8,456			9,791			5,944
NET LOSS		(15,824	)		(1,133	)		(11,735	)		(311	)		(2,175	)		(12,733	)		(17,531	)
Net income attributable to non-controlling interests		43			45			21			25			92			103			600
NET LOSS ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(15,867	)	$	(1,178	)	$	(11,756	)	$	(336	)	$	(2,267	)	$	(12,836	)	$	(18,131	)
BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(0.43	)		(0.03	)	$	(0.32	)	$	(0.01	)		(0.06	)		(0.36	)		(0.52	)
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and Diluted		36,641,953			35,920,240			36,916,905			35,924,279			36,047,033			35,721,028			34,592,716

 
 
The accompanying notes are an integral part of these financial statements.

F-4

RADNET, INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENT OF EQUITY DEFICIT
(IN THOUSANDS EXCEPT SHARE DATA)

	Common Stock					Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Radnet, Inc.’s Equity Deficit			Non controlling Interests			Total Equity Deficit
	Shares			Amount
BALANCE – DECEMBER 31, 2006		34,973,780		$	3	$	146,056		$	(192,287	)	$	(73	)	$	(46,996	)	$	1,254		$	(45,742	)
Cumulative effect adjustment pursuant to adoption of SAB No. 108		—			—		—			(4,468	)		—			(4,468	)		—			(4,468	)
Issuance of common stock upon exercise of options/warrants		1,178,278			1		957			—			—			958			—			958
Retirement of treasury shares		(912,500	)		—		(695	)		—			—			—			—			—
Stock-based compensation		—			—		3,313			—			—			3,313			—			3,313
Dividends paid to noncontrolling interests		—			—		—			—			—			—			(1,219	)		(1,219	)
De-consolidation of joint venture																			(429	)		(429	)
Change in fair value of cash flow hedge		—			—		—			—			(4,506	)		(4,506	)		—			(4,506	)
Net loss		—			—		—			(18,131	)		—			(18,131	)		600			(17,531	)
Comprehensive loss		—			—		—			—			—			(22,637	)		600			(22,037	)
BALANCE – DECEMBER 31, 2007		35,239,558		$	4	$	149,631		$	(214,886	)		(4,579	)	$	(69,830	)	$	206		$	(69,624	)
Issuance of common stock upon exercise of options/warrants		671,916			—		473			—			—			473			—			473
Stock-based compensation		—			—		2,902			—			—			2,902			—			2,902
Dividends paid to noncontrolling interests		—			—		—			—			—			—			(231	)		(231	)
Change in fair value of cash flow hedge		—			—		—			—			(1,817	)		(1,817	)		—			(1,817	)
Net loss		—			—		—			(12,836	)		—			(12,836	)		103			(12,733	)
Comprehensive loss																(14,653	)		103			(14,550	)
BALANCE – DECEMBER 31, 2008		35,911,474		$	4	$	153,006		$	(227,722	)	$	(6,396	)	$	(81,108	)	$	78		$	(81,030	)
Issuance of common stock to shareholders of Ridgewood Diagnostics		50,000		$	—		129		$	—		$	—			129			—			129
Issuance of common stock upon exercise of options/warrants		297,805			—		16			—			—			16			—			16
Stock-based compensation		—			—		3,607			—			—			3,607			—			3,607
Dividends paid to noncontrolling interests		—			—		—			—			—			—			(116	)		(116	)
Change in fair value of cash flow hedge		—			—		—			—			(1,311	)		(1,311	)		—			(1,311	)
Change in fair value of cash flow hedge from prior periods reclassified to earnings		—			—		—			—			6,119			6,119			—			6,119
Net loss										(2,267	)					(2,267	)		92			(2,175	)
Comprehensive income		—			—		—			—			—			2,541			92			2,633

 
 
The accompanying notes are an integral part of these financial statements.

F-5

RADNET, INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENT OF EQUITY DEFICIT (CONTINUED)
(IN THOUSANDS EXCEPT SHARE DATA)
(unaudited)

	Common Stock				Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Radnet, Inc.’s Equity Deficit			Non controlling Interests			Total Equity Deficit
	Shares		Amount
BALANCE – DECEMBER 31, 2009		36,259,279	$	4	$	156,758	$	(229,989	)	$	(1,588	)	$	(74,815	)	$	54		$	(74,761	)
Issuance of common stock to shareholders of Union Imaging		75,000		—		153		—			—			153			—			153
Issuance of common stock to shareholders of Truxton Medical Group		375,000		—		1,238		—			—			1,238			—			1,238
Issuance of common stock upon exercise of options/warrants		270,446		—		49		—			—			49			—			49
Stock-based compensation		—		—		2,027		—			—			2,027			—			2,027
Dividends paid to noncontrolling interests		—		—		—		—			—			—			(51	)		(51	)
Change in fair value of interest rate swap from prior periods reclassified to earnings		—		—		—		—			306			306			—			306
Change in fair value of interest rate swaps		—		—		—		—			(1,472	)		(1,472	)		—			(1,472	)
Net loss								(15,867	)					(15,867	)		43			(15,824	)
Comprehensive loss		—		—		—		—			—			(17,033	)		43			(16,990	)
BALANCE – JUNE 30, 2010 (unaudited)		36,979,725	$	4	$	160,225	$	(245,856	)	$	(2,754	)	$	(88,381	)	$	46		$	(88,335	)

 
 
The accompanying notes are an integral part of these financial statements.

F-6

RADNET, INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

	Six Months Ended June 30,						Years Ended December 31,
	2010			2009			2009			2008			2007
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(15,824	)	$	(1,133	)	$	(2,175	)	$	(12,733	)	$	(17,531	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		27,151			26,386			53,800			53,548			45,281
Provision for bad debts		16,145			16,343			32,704			30,832			27,467
Equity in earnings of joint ventures		(3,832	)		(5,088	)		(8,456	)		(9,791	)		(5,944	)
Distributions from joint ventures		5,758			4,363			7,667			7,982			6,464
Deferred rent amortization		1,537			374			1,094			3,514			1,037
Amortization of deferred financing cost		1,365			1,340			2,678			2,567			1,632
Amortization of bond discount		51			—			—			—			—
Net loss on disposal of assets		155			303			523			516			72
Loss on extinguished debt		9,871			—
Gain on bargain purchase		—			(1,387	)		(1,387	)		—			—
Gain from sale of joint venture interests		—			—			—						(1,868	)
Gain on extinguishment of debt		—			—			—			(47	)
Amortization of cash flow hedge		—			—			6,119			—			—
Stock-based compensation		2,027			2,224			3,607			2,902			3,313
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		(18,967	)		(13,863	)		(24,432	)		(36,297	)		(42,923	)
Other current assets		(2,990	)		2,211			4,206			(1,515	)		4,396
Other assets		(386	)		328			51			684			588
Accounts payable and accrued expenses		435			478			619			3,270			3,337
Net cash provided by operating activities		22,496			32,879			76,618			45,432			25,321
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		(29,809	)		(3,917	)		(6,085	)		(28,859	)		(18,465	)
Proceeds from sale of imaging facilities		—			650			650			—			—
Purchase of property and equipment		(20,818	)		(15,594	)		(30,752	)		(29,199	)		(27,207	)
Proceeds from sale of equipment		—			—			219			2,961			845
Proceeds from sale of joint venture interests		—			—			—			—			2,260
Purchase of equity interest in joint ventures		—			(315	)		(315	)		(938	)		(4,413	)
Adjustment to purchase of Radiologix, net of cash acquired		—			—			—			—			(370	)
Proceeds from the divestiture of imaging centers		—			—			—			—			1,625
Purchase of covenant not to compete contract		—			—			—			—			(250	)
Payments collected on notes receivable		—			—			—			—			111
Net cash used in investing activities		(50,627	)		(19,176	)		(36,283	)		(56,035	)		(45,864	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		(11,334	)		(11,666	)		(23,660	)		(19,112	)		(10,398	)
Repayment of debt		(412,000	)
Proceeds from borrowings on notes payable		482,360			—			—			35,000			33,137
Proceeds from borrowings upon refinancing		—			—			—			1,212			—
Deferred financing costs		17,239			—			—			(4,277	)		(1,351	)
Net payments on line of credit		—			(336	)		(1,742	)		(2,480	)		(3,787	)
Distributions to counterparties of cash flow hedges		(3,272	)		(1,642	)		(4,739	)		—			—
Distributions to noncontrolling interests		(51	)		(59	)		(116	)		(231	)		(1,219	)
Proceeds from issuance of common stock		49			—			16			473			958
Net cash (used in) provided by financing activities		38,513			(13,703	)		(30,241	)		10,585			17,340
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		10,382			—			10,094			(18	)		(3,203	)
CASH AND CASH EQUIVALENTS, beginning of period		10,094			—			—			18			3,221
CASH AND CASH EQUIVALENTS, end of period	$	20,476		$	—		$	10,094		$	—		$	18
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	16,857		$	21,832		$	40,092		$	49,236		$	41,382
Cash paid during the period for income taxes	$	550		$	35		$	348		$	389		$	186

 
 
The accompanying notes are an integral part of these financial statements.

F-7

RADNET, INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
  
(All information for the six months ended June 30, 2010 and 2009 are unaudited)

Supplemental Schedule of Non-Cash Investing and Financing Activities

We entered into capital leases and equipment notes for approximately $32,000, $10.4 million, $10.4 million, $23.7 million and $19.6 million, excluding capital leases assumed in acquisitions, during the six months ended June 30, 2010 and 2009 and the years ended December 31, 2009, 2008 and 2007, respectively. We also acquired equipment for approximately $11.2 million, $2.9 million, $12.3 million, $17.8 million and $4.4 million during the six months ended June 30, 2010 and 2009 and the years ended December 31, 2009, 2008 and 2007, respectively, that we had not paid for as of June 30, 2010 and 2009 and December 31, 2009, 2008 and 2007, respectively. The offsetting amount due was recorded in our consolidated balance sheet under accounts payable and accrued expenses.

As discussed in Note 9, we entered into interest rate swap modifications in the first quarter of 2009. These modifications include a significant financing element and, as such, all cash inflows and outflows subsequent to the date of modification are presented as financing activities.

We record the change in fair value of the effective portion of our interest rate swaps that are designated as cash flow hedges to accumulated other comprehensive loss. As such, we recorded unrealized losses as a component of other comprehensive loss of $1.3 million, $1.8 million and $4.5 million for the years ended December 31, 2009, 2008, and 2007, respectively.

Detail of investing activity related to acquisitions can be found in Note 3.

 
 
The accompanying notes are an integral part of these financial statements.

F-8

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 1 — Nature of Business

RadNet, Inc. or RadNet was incorporated on October 21, 1985 in New York. On September 3, 2008, we reincorporated in the state of Delaware. As of June 30, 2010, we operate a group of regional networks comprised of 191 diagnostic imaging facilities located in seven states with operations primarily in California, Maryland, the Treasure Coast area of Florida, Kansas, Delaware, New Jersey and the Finger Lakes (Rochester) and Hudson Valley areas of New York. We provide diagnostic imaging services including magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, diagnostic radiology, or X-ray, fluoroscopy and other related procedures. The Company’s operations comprise a single segment for financial reporting purposes.

The consolidated financial statements include the accounts of Radnet Management, Inc. (or “Radnet Management”) and Beverly Radiology Medical Group III, a professional partnership (“BRMG”). The consolidated financial statements also include Radnet Management I, Inc., Radnet Management II, Inc., Radiologix, Inc., Radnet Management Imaging Services, Inc., Delaware Imaging Partners, Inc., New Jersey Imaging Partners, Inc. and Diagnostic Imaging Services, Inc. (“DIS”), all wholly owned subsidiaries of Radnet Management. All of these affiliated entities are referred to collectively in this report as “RadNet”, “we”, “us,” “our” or the “Company” in this report.

Accounting Standards Codification Section 810-10-15-14 stipulates that generally any entity with a) insufficient equity to finance its activities without additional subordinated financial support provided by any parties, or b) equity holders that, as a group, lack the characteristics specified in the Codification which evidence a controlling financial interest, is considered a Variable Interest Entity (“VIE”). We consolidate all voting interest entities in which we own a majority voting interest and all VIEs for which we are the primary beneficiary. We determine whether we are the primary beneficiary of a VIE through a qualitative analysis that identifies which variable interest holder has the controlling financial interest in the VIE. The variable interest holder who has both of the following has the controlling financial interest and is the primary beneficiary: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. In performing our analysis, we consider all relevant facts and circumstances, including: the design and activities of the VIE, the terms of the contracts the VIE has entered into, the nature of the VIE’s variable interests issued and how they were negotiated with or marketed to potential investors, and which parties participated significantly in the design or redesign of the entity.

Howard G. Berger, M.D. is our President and Chief Executive Officer, a member of our Board of Directors and owns approximately 15% of our outstanding common stock. Dr. Berger also owns, indirectly, 99% of the equity interests in BRMG. BRMG provides all of the professional medical services at the majority of our facilities located in California under a management agreement with us, and employs physicians or contracts with various other independent physicians and physician groups to provide the professional medical services at most of our other California facilities. We generally obtain professional medical services from BRMG in California, rather than provide such services directly or through subsidiaries, in order to comply with California’s prohibition against the corporate practice of medicine. However, as a result of our close relationship with Dr. Berger and BRMG, we believe that we are able to better ensure that medical service is provided at our California facilities in a manner consistent with our needs and expectations and those of our referring physicians, patients and payors than if we obtained these services from unaffiliated physician groups. BRMG is a partnership of ProNet Imaging Medical Group, Inc. (99%), Breastlink Medical Group, Inc. (100%) and Beverly Radiology Medical Group, Inc. (99%), each of which are 99% or 100% owned by Dr. Berger. RadNet provides non-medical, technical and administrative services to BRMG for which it receives a management fee, per the management agreement. Through the management agreement and our relationship with Dr. Berger, we have exclusive authority over all non-medical decision making related to the ongoing business operations of BRMG. Through our management agreement with BRMG we determine the annual budget of BRMG and make all physician employment decisions. BRMG has insignificant operating

F-9

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 1 — Nature of Business  – (continued)

assets and liabilities, and deminimis equity. Through the management agreement with us, all of BRMG’s cash flows are transferred to us. We have determined that BRMG is a variable interest entity, and that we are the primary beneficiary, and consequently, we consolidate the revenue and expenses of BRMG. BRMG recognized $25.7 million and $23.5 of net revenues for the six months ended June 30, 2010 and 2009, respectively, and $24.5 million and $22.4 million of operating expenses for the six month ended June 30, 2010 and 2009, respectively. RadNet recognized $89.5 million and $86.9 million of net revenues for management services provided to BRMG which relate primarily to the technical portion of total billed revenue. The cash flows of the BRMG are included in the accompanying consolidated statements of cash flows. All intercompany balances and transactions have been eliminated in consolidation.

The creditors of BRMG do not have recourse to our general credit and there are no other arrangements that could expose us to losses. However, BRMG is managed to recognize no net income or net loss and, therefore, RadNet may be required to provide financial support to cover any operating expenses in excess of operating revenues. BRMG is a guarantor of the New Credit Facilities described below under “Liquidity and Capital Resources.”

In June 2009, the Financial Accounting Standards Board (FASB) issued new guidance which made significant changes to the model for determining who should consolidate a VIE and addressed how often this assessment should be performed. The guidance was effective for us on January 1, 2010 (see Note 5).

At the remaining centers in California and at all of the centers which are located outside of California, we have entered into long-term contracts with independent radiology groups in the area to provide physician services at those facilities. These third party radiology practices provide professional services, including supervision and interpretation of diagnostic imaging procedures, in our diagnostic imaging centers. The radiology practices maintain full control over the provision of professional services. The contracted radiology practices generally have outstanding physician and practice credentials and reputations; strong competitive market positions; a broad sub-specialty mix of physicians; a history of growth and potential for continued growth. In these facilities we enter into long-term agreements with radiology practice groups (typically 40 years). Under these arrangements, in addition to obtaining technical fees for the use of our diagnostic imaging equipment and the provision of technical services, we provide management services and receive a fee based on the practice group’s professional revenue, including revenue derived outside of our diagnostic imaging centers. We own the diagnostic imaging equipment and, therefore, receive 100% of the technical reimbursements associated with imaging procedures. The radiology practice groups retain the professional reimbursements associated with imaging procedures after deducting management service fees. We have no financial controlling interest in the independent (non-BRMG) radiology practices; accordingly, we do not consolidate the financial statements of those practices in our consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2010 and 2009, have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles for complete financial statements; however, in the opinion of our management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods ended June 30, 2010 and 2009 have been made. The results of operations for any interim period are not necessarily indicative of the results for a full year. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto contained herein as well as in our Annual Report on Form 10-K for the year ended December 31, 2009.

F-10

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 1 — Nature of Business  – (continued)

All amounts included in these financial statements as of June 30, 2010 and for the three and six month periods ended June 30, 2010 and 2009, and all information related to our New Credit Agreement and the Notes has been included without audit.

Liquidity and Capital Resources

We had a working capital balance of $31.4 million, $9.2 million and $2.7 million at June 30, 2010 and December 31, 2009 and 2008, respectively. We had a net loss attributable to RadNet, Inc.’s common stockholders of $15.9 million, $1.2 million, $2.3 million, $12.8 million and $18.1 million for the six months ended June 30, 2010 and 2009 and the years ended December 31, 2009, 2008 and 2007, respectively. We also had an equity deficit of $88.3 million, $74.8 million and $81.0 million at June 30, 2010 and December 31, 2009 and 2008, respectively.

We operate in a capital intensive, high fixed-cost industry that requires significant amounts of capital to fund operations. In addition to operations, we require a significant amount of capital for the initial start-up and development expense of new diagnostic imaging facilities, the acquisition of additional facilities and new diagnostic imaging equipment, and to service our existing debt and contractual obligations. Because our cash flows from operations have been insufficient to fund all of these capital requirements, we have depended on the availability of financing under credit arrangements with third parties.

Our business strategy with regard to operations focuses on the following:

• maximizing performance at our existing facilities;

• focusing on profitable contracting;

• expanding MRI, CT and PET applications;

• optimizing operating efficiencies; and

• expanding our networks.

On April 6, 2010 we completed our debt refinancing plan for an aggregate of $585 million. The debt refinancing plan included the issuance of a $285 million senior secured term loan due April 6, 2016, a $100 million senior secured revolving credit facility due April 6, 2015 and $200 million in aggregate principal amount of senior unsecured notes due April 1, 2018 (the “Notes”). We used $412.0 million of the proceeds from the debt restructuring to pay off our prior credit facility and an additional $1.7 million to settle a call premium associated with our prior credit facilities. As a result of this refinancing, we recorded during the three months ended June 30, 2010 a loss on extinguishment of debt of approximately $9.9 million which is made up of the $1.7 million call premium, $7.6 million write-off of deferred loan costs associated with the prior credit facility, as well as $600,000 of additional debt settlement costs.

At June 30, 2010, the balance of the senior secured term loan was approximately $284.3 million and the par value of our senior unsecured notes was $200.0 million.

Just prior to our refinancing discussed above, our outstanding indebtedness included a $242.0 million senior secured term loan B and a $170.0 million second lien term loan both with GE Commercial Finance Healthcare Financial Services originally entered into on November 15, 2006 (the “GE Credit Facility”).

New Credit Agreement

Radnet Management, Inc., a wholly owned subsidiary of RadNet, Inc., entered into a new Credit and Guaranty Agreement (the “New Credit Agreement”) pursuant to which the Company obtained $385 million in senior secured bank financing, consisting of a $285 million, six-year term loan facility and a $100 million, five-year revolving credit facility (the “New Credit Facilities”). In connection with the New Credit Facilities, our wholly owned subsidiary, Radnet Management, Inc., terminated the GE Credit Facility.

F-11

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 1 — Nature of Business  – (continued)

Interest.  The New Credit Facilities will bear interest through maturity at a rate determined by adding the applicable margin to either (a) the Base Rate, which is the highest of the (i) Prime Rate, (ii) the rate which is 0.5% in excess of the Federal Funds Effective Rate, (iii) 3.00% and (iv) 1.00% in excess of the one-month Adjusted Eurodollar Rate at such time, or (b) the Adjusted Eurodollar Rate, which is the higher of (i) the London interbank offered rate, adjusted for statutory reserve requirements, for the respective interest period, as determined by the administrative agent and (ii) 2.00%. Applicable margin means (i) (a) with respect to Tranche B Term Loans that are Eurodollar Rate Loans, 3.75% per annum and (b) with respect to Tranche B Term Loans that are Base Rate Loans, 2.75% per annum; and (ii) (a) with respect to Revolving Loans that are Eurodollar Rate Loans, 3.75% per annum and (b) with respect to Revolving Loans and Swing Line Loans that are Base Rate Loans, 2.75% per annum.

Payments.  Commencing on June 30, 2010, we will be required to make quarterly amortization payments on the term loan facility, each in the amount of $712,500, with the remaining principal balance paid off at maturity. Under the New Credit Agreement, we will also be required to make mandatory prepayments, subject to specified exceptions, from Consolidated Excess Cash Flow, and upon certain events, including, but not limited to, (i) the receipt of net cash proceeds from the sale or other disposition of any property or assets by us or any of our subsidiaries, (ii) the receipt of net cash proceeds from insurance or condemnation proceeds paid on account of any loss of any property or assets of us or any of our subsidiaries, (iii) the receipt of net cash proceeds from the incurrence of indebtedness by us or any of our subsidiaries (other than certain indebtedness otherwise permitted under the loan documents relating to the New Credit Facilities) and (iv) the receipt of net cash proceeds by us or any of our subsidiaries from Extraordinary Receipts, as defined in the New Credit Agreement.

Guarantees and Collateral.  The obligations under the New Credit Facilities are guaranteed by us, all of our current and future wholly owned domestic restricted subsidiaries and certain of our affiliates. The obligations under the New Credit Facilities and the guarantees are secured by a perfected first priority security interest in all of Radnet Management’s and the guarantors’ tangible and intangible assets, including, but not limited to, pledges of equity interests of Radnet Management and all of our current and future domestic subsidiaries.

Restrictive Covenants.  In addition to certain customary covenants, the New Credit Agreement places limits on our ability to declare dividends or redeem or repurchase capital stock, prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions and asset sales, enter into transactions with affiliates and alter the business we and our subsidiaries currently conduct.

Financial Covenants.  The New Credit Agreement contains financial covenants including a minimum interest coverage ratio, a maximum total leverage ratio and a limit on annual capital expenditures. Failure to comply with these covenants could permit the lenders under the New Credit Facilities to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable.

Events of Default.  In addition to certain customary events of default, events of default under the New Credit Facilities include failure to pay principal or interest when due, a material breach of any representation or warranty contained in the loan documents, covenant defaults, events of bankruptcy and a change of control.

The Notes

The $200 million in aggregate amount of senior unsecured Notes have a coupon of 10.375% and were issued at a price of 98.680%. The Notes were issued by Radnet Management, Inc. and guaranteed jointly and severally on a senior unsecured basis by us and all of our current and future wholly owned domestic restricted subsidiaries. The Notes were offered and sold in a private placement exempt from registration under the

F-12

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 1 — Nature of Business  – (continued)

Securities Act to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act. The Notes will mature on April 1, 2018, and bear interest at the rate of 10.375% per year. We will pay interest on the Notes on April 1 and October 1, commencing October 1, 2010. The Notes are governed under an indenture agreement with U.S. Bank National Association as trustee.

Ranking.  The Notes and the guarantees:

• rank equally in right of payment with any existing and future unsecured senior indebtedness of the guarantors;

• rank senior in right of payment to all existing and future subordinated indebtedness of the Guarantors;

• be effectively subordinated in right of payment to any secured indebtedness of the guarantors (including indebtedness under the New Credit Facilities) to the extent of the value of the assets securing such indebtedness; and

• be structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of the Company’s subsidiaries that is not a guarantor of the Notes.

Optional Redemption.  Radnet Management may redeem the Notes, in whole or in part, at any time on or after April 1, 2014, at the redemption prices specified under the Indenture. Prior to April 1, 2013, we may redeem up to 35% of aggregate principal amount of the Notes issued under the Indenture from the net proceeds of one or more equity offerings at a redemption price equal to 110.375% of the Notes redeemed, plus accrued and unpaid interest, if any. Radnet Management is also permitted to redeem the Notes prior to April 1, 2014, in whole or in part, at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole premium and accrued and unpaid interest, if any.

Change of Control and Asset Sales.  If a change in control of Radnet Management occurs, Radnet Management must give holders of the Notes the opportunity to sell their Notes at 101% of their face amount, plus accrued interest. If we or one of our restricted subsidiaries sells assets under certain circumstances, Radnet Management will be required to make an offer to purchase the Notes at their face amount, plus accrued and unpaid interest to the purchase date.

Restrictive Covenants.  The Indenture contains covenants that limit, among other things, the ability of us and our restricted subsidiaries, to:

• pay dividends or make certain other restricted payments or investments;

• incur additional indebtedness and issue preferred stock;

• create liens (other than permitted liens) securing indebtedness or trade payables unless the notes are secured on an equal and ratable basis with the obligations so secured, and, if such liens secure subordinated indebtedness, the notes are secured by a lien senior to such liens;

• sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with affiliates;

• create restrictions on dividends or other payments by our restricted subsidiaries; and

• create guarantees of indebtedness by restricted subsidiaries.

However, these limitations are subject to a number of important qualifications and exceptions, as described in the Indenture.

F-13

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 1 — Nature of Business  – (continued)

Our ability to generate sufficient cash flow from operations to make payments on our debt and other contractual obligations will depend on our future financial performance. A range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control, will affect our financial performance. Although no assurance can be given, taking these factors into account, including our historical experience, we believe that through implementing our strategic plans, we will obtain sufficient cash to satisfy our obligations as they become due in the next 12 months.

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation — The operating activities of subsidiaries are included in the accompanying consolidated financial statements from the date of acquisition. Investments in companies in which the Company has the ability to exercise significant influence, but not control, are accounted for by the equity method. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates — The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions affect various matters, including our reported amounts of assets and liabilities in our consolidated balance sheets at the dates of the financial statements; our disclosure of contingent assets and liabilities at the dates of the financial statements; and our reported amounts of revenues and expenses in our consolidated statements of operations during the reporting periods. These estimates involve judgments with respect to numerous factors that are difficult to predict and are beyond management’s control. As a result, actual amounts could materially differ from these estimates.

Reclassification — Certain reclassifications have been made to the December 31, 2008 and 2007 consolidated financial statements and accompanying notes to conform with the December 31, 2009 presentation including certain immaterial balance sheet reclassifications as well as reclassifying out of revenue and into equity in earnings of joint ventures a certain portion of managements fees billed to our non-consolidated joint ventures that are intercompany in nature.

Revenue Recognition — Our consolidated net revenue consists of net patient fee for service revenue and revenue from capitation arrangements, or capitation revenue. Net patient service revenue is recognized at the time services are provided net of contractual adjustments based on our evaluation of expected collections resulting from the analysis of current and past due accounts, past collection experience in relation to amounts billed and other relevant information. The amount of expected collection is continually adjusted as more information is received and such adjustments are recorded in current operations. Contractual adjustments result from the differences between the rates charged for services performed and reimbursements by government-sponsored healthcare programs and insurance companies for such services. Capitation revenue is recognized as revenue during the period in which we were obligated to provide services to plan enrollees under contracts with various health plans. Under these contracts, we receive a per-enrollee amount each month covering all contracted services needed by the plan enrollees.

Concentration of Credit Risks — Financial instruments that potentially subject us to credit risk are primarily cash equivalents and accounts receivable. We have placed our cash and cash equivalents with one major financial institution. At times, the cash in the financial institution is temporarily in excess of the amount insured by the Federal Deposit Insurance Corporation, or FDIC. Substantially all of our accounts receivable are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, or directly from patients. Services are generally provided pursuant to one-year contracts with healthcare providers. Receivables generally are collected within industry norms for third-party payors. We continuously monitor collections from our clients and maintain an allowance for bad

F-14

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

debts based upon any specific payor collection issues that we have identified and our historical experience. As of December 31, 2009 and 2008, our allowance for bad debts was $13.0 million and $12.1 million, respectively.

Cash and Cash Equivalents — We consider all highly liquid investments that mature in three months or less when purchased to be cash equivalents. The carrying amount of cash and cash equivalents approximates their fair market value.

Deferred Financing Costs — Costs of financing are deferred and amortized on a straight-line basis over the life of the loan.

Property and Equipment — Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are provided using the straight-line method over the estimated useful lives, which range from 3 to 15 years. Leasehold improvements are amortized at the lesser of lease term or their estimated useful lives, whichever is lower, which range from 3 to 30 years. Only a few leasehold improvements are deemed to have a life greater than 15 to 20 years. Maintenance and repairs are charged to expenses as incurred.

Goodwill — Goodwill at December 31, 2009 totaled $106.5 million. Goodwill is recorded as a result of business combinations. Management evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of a reporting unit is estimated using a combination of the income or discounted cash flows approach and the market approach, which uses comparable market data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. We tested goodwill for impairment on October 1, 2009. Based on our review, we noted no impairment related to goodwill as of October 1, 2009. However, if estimates or the related assumptions change in the future, we may be required to record impairment charges to reduce the carrying amount of goodwill.

Long-Lived Assets — We evaluate our long-lived assets (property and equipment) and definite-lived intangibles for impairment whenever indicators of impairment exist. The accounting standards require that if the sum of the undiscounted expected future cash flows from a long-lived asset or definite-lived intangible is less than the carrying value of that asset, an asset impairment charge must be recognized. The amount of the impairment charge is calculated as the excess of the asset’s carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell. No indicators of impairment were identified with respect to our long-lived assets as of December 31, 2009.

Income Taxes — Income tax expense is computed using an asset and liability method and using expected annual effective tax rates. Under this method, deferred income tax assets and liabilities result from temporary differences in the financial reporting bases and the income tax reporting bases of assets and liabilities. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets we consider estimates of future taxable income, including tax planning strategies in determining whether our net deferred tax assets are more likely than not to be realized. Income taxes are further explained in Note 10.

Uninsured Risks — Prior to November 1, 2006 we maintained a self-insured workers’ compensation insurance program for which our third party administrator over this program continues to make payments on behalf of the Company for claims incurred from November 1, 2004 through October 31, 2006. We are

F-15

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

required to maintain a cash collateral account with this administrator as guarantee of our submission of full reimbursement of claims paid on our behalf. We record this collateral deposit as restricted cash and include it as other current assets in our consolidated balance sheet which amounted to approximately $869,000 and $1.3 million as of December 31, 2009 and 2008, respectively.

With respect to the above-mentioned claims incurred from November 1, 2004 through October 31, 2006, the estimated future cash obligation associated with the unpaid portion of those claims that remain open but have not yet been resolved is recorded to accrued expenses in our consolidated balance sheet. This current liability is determined by the administrator’s estimate of loss development of open claims and was approximately $358,000 and $364,000 at December 31, 2009 and 2008, respectively.

For the two years from November 1, 2006 through October 31, 2008, we pre-funded our anticipated workers’ compensation claims’ losses through a third party administrator. As of December 31, 2009, we do not anticipate that the loss development on the claims for these two years will exceed what has already paid and expensed.

On November 1, 2008 we obtained a fully funded and insured workers’ compensation policy, thereby eliminating any uninsured risks for employee injuries occurring on or after that date.

We and our affiliated physicians carry an annual medical malpractice insurance policy that protects us for claims that are filed during the policy year and that fall within policy limits. The policy has a deductible for which we have recorded liabilities and included it in our consolidated balance sheet at December 31, 2009 and December 31, 2008 of approximately $207,000 and $161,000, respectively.

In December 2008, to eliminate the exposure for claims not reported during the regular malpractice policy period, the Company purchased a medical malpractice tail policy, which provides coverage for any claims reported in the event that our medical malpractice policy expires. As of December 31, 2009, this policy remains in effect.

On January 1, 2008 we entered into an arrangement with Blue Shield to administer and process claims under a new self-insured plan that provides health insurance coverage for our employees and dependents. We have recorded liabilities as of December 31, 2009 and December 31, 2008 of $2.1 and $1.7 million, respectively, for the estimated future cash obligations associated with the unpaid portion of the medical and dental claims incurred by our participants. Additionally, we entered into an agreement with Blue Shield for a stop loss policy that provides coverage for any claims that exceed $200,000 up to a maximum of $1.0 million in order for us to limit our exposure for unusual or catastrophic claims.

Loss Contracts — We assess the profitability of our contracts to provide management services to our contracted physician groups and identify those contracts where current operating results or forecasts indicate probable future losses. Anticipated future revenue is compared to anticipated costs. If the anticipated future cost exceeds the revenue, a loss contract accrual is recorded. In connection with the acquisition of Radiologix in November 2006, we acquired certain management service agreements for which forecasted costs exceeds forecasted revenue. As such, an $8.9 million loss contract accrual was established in purchase accounting, and is included in other non-current liabilities. The recorded loss contract accrual is being accreted into operations over the remaining term of the acquired management service agreements. As of December 31, 2009 and 2008, the remaining accrual balance is $8.3 million, and $9.0 million, respectively.

Equity Based Compensation — We have two long-term incentive plans that currently have outstanding stock options which we refer to as the 2000 Plan and the 2006 Plan. The 2000 Plan was terminated as to future grants when the 2006 Plan was approved by the stockholders in 2006. We have reserved for issuance under the 2006 Plan 6,500,000 shares of common stock. Certain options granted under the 2006 Plan to employees are intended to qualify as incentive stock options under existing tax regulations. In addition, we issue non-qualified stock options and warrants under the 2006 Plan from time to time to non-employees, in

F-16

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

connection with acquisitions and for other purposes and we may also issue stock under the 2006 Plan. Stock options and warrants generally vest over two to five years and expire five to ten years from date of grant.

The compensation expense recognized for all equity-based awards is net of estimated forfeitures and is recognized over the awards’ service period. Equity-based compensation is classified in operating expenses with the same line item as the majority of the cash compensation paid to employees.

Derivative Financial Instruments — The Company holds derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. In general, the types of risks hedged are those relating to the variability of cash flows caused by movements in interest rates. The Company documents its risk management strategy and hedge effectiveness at the inception of the hedge, and, unless the instrument qualifies for the short-cut method of hedge accounting, over the term of each hedging relationship. The Company’s use of derivative financial instruments is limited to interest rate swaps, the purpose of which is to hedge the cash flows of variable-rate indebtedness. The Company does not hold or issue derivative financial instruments for speculative purposes.

We designate our interest rate swaps as cash flow hedges of floating-rate borrowings. For interest rate swaps that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is initially reported as a component of other comprehensive income, then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion), or hedge components excluded from the assessment of effectiveness, are recognized in the statement of operations during the current period.

Comprehensive Income — Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 210 (originally issued as SFAS No. 130, Reporting Comprehensive Income) establishes rules for reporting and displaying comprehensive income and its components. Unrealized gains or losses on the change in fair value of the Company’s cash flow hedging activities are included in comprehensive income (loss). The components of comprehensive income (loss) are included in the Consolidated Statement of Equity Deficit.

Fair Value Measurements — We utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Our consolidated balance sheets include the following financial instruments: cash and cash equivalents, receivables, trade accounts payable, capital leases, long-term debt and other liabilities. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets and current liabilities to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. Additionally, we consider the carrying amount of our capital lease obligations to approximate their fair value because the weighted average interest rate used to formulate the carrying amounts approximates current market rates.

At December 31, 2009, based on Level 2 inputs, we determined the fair values of our first and second lien term loans issued on November 15, 2006 and extended on August 23, 2007 to be $232.9 million and $160.7 million, respectively. The carrying amount of the first and second lien term loans at December 31, 2009 was $242.6 million and $170.0 million, respectively.

F-17

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

At June 30, 2010, based on Level 2 inputs primarily related to comparable market prices, we determined the fair values of our senior secured term loan and our senior unsecured notes, both issued on April 6, 2010, to be $279.3 million and $178.0 million, respectively. The carrying amount of the senior secured term loan and the senior unsecured notes at June 30, 2010 was $284.3 million and $200.0 million, respectively.

The Company maintains interest rate swaps which are required to be recorded at fair value on a recurring basis. At June 30, 2010 and December 30, 2009, the fair value of these swaps of a liability of $11.5 million and $8.9 million, respectively, was determined using Level 2 inputs. More specifically, the fair value was determined by calculating the value of the difference between the fixed interest rate of the interest rate swaps and the counterparty’s forward LIBOR curve, which would be the input used in the valuations. The forward LIBOR curve is readily available in the public markets or can be derived from information available in the public markets.

On January 1, 2009, the Company adopted, without material impact on its consolidated financial statements, the provisions of FASB ASC Topic 820 related to nonfinancial assets and nonfinancial liabilities that are not required or permitted to be measured at fair value on a recurring basis, which include those measured at fair value including goodwill impairment testing, indefinite-lived intangible assets measured at fair value for impairment assessment, nonfinancial long-lived assets measured at fair value for impairment assessment, asset retirement obligations initially measured at fair value, and those initially measured at fair value in a business combination.

Earnings per Share — Earnings per share is based upon the weighted average number of shares of common stock and common stock equivalents outstanding, net of common stock held in treasury, as follows (in thousands except share and per share data):

	Years Ended December 31,
	2009			2008			2007
Net loss attributable to RadNet, Inc.’s common stockholders	$	(2,267	)		(12,836	)		(18,131	)
BASIC LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.’S COMMON STOCKHOLDERS
Weighted average number of common shares outstanding during the year		36,047,033			35,721,028			34,592,716
Basic loss per share attributable to RadNet, Inc.’s common stockholders	$	(0.06	)		(0.36	)		(0.52	)
DILUTED LOSS PER SHARE ATTRIBUTABLE TO RADNET, INC.’S COMMON STOCKHOLDERS
Weighted average number of common shares outstanding during the year		36,047,033			35,721,028			34,592,716
Add additional shares issuable upon exercise of stock options and warrants		—			—			—
Weighted average number of common shares used in calculating diluted loss per share		36,047,033			35,721,028			34,592,716
Diluted loss per share attributable to RadNet, Inc.’s common stockholders		(0.06	)		(0.36	)		(0.52	)

For the years ended December 31, 2009, 2008 and 2007, we excluded all options and warrants in the calculation of diluted earnings per share because their effect would be antidilutive. However, these instruments could potentially dilute earnings per share in future years.

F-18

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Net loss attributable to Radnet, Inc.’s common stockholders	$	(11,756	)	$	(336	)	$	(15,867	)	$	(1,178	)
Weighted average number of common shares outstanding during the year		36,916,905			35,924,279			36,641,953			35,920,246
Basic and diluted loss per share attributable to Radnet, Inc.’s common stockholders	$	(0.32	)	$	(0.01	)	$	(0.43	)	$	(0.03	)

For the three and six months ended June 30, 2010 and 2009, we excluded all options and warrants in the calculation of diluted loss per share because their effect is antidilutive.

Investment in Joint Ventures — We have eight unconsolidated joint ventures with ownership interests ranging from 22% to 50%. These joint ventures represent partnerships with hospitals, health systems or radiology practices and were formed for the purpose of owning and operating diagnostic imaging centers. Professional services at the joint venture diagnostic imaging centers are performed by contracted radiology practices or a radiology practice that participates in the joint venture. Our investment in these joint ventures is accounted for under the equity method. Investment in joint ventures increased $1.1 million to $18.7 million at December 31, 2009 compared to $17.6 million at December 31, 2008. This increase is primarily related to our purchase of an additional $315,000 of share holdings in joint ventures that were existing as of December 31, 2008 as well as our equity earnings of $8.5 million for the year ended December 31, 2009, offset by $7.7 of distributions received during the period. We noted no other than temporary impairment with respect to our joint venture ownership interests at December 31, 2009.

We received management service fees from the centers underlying these joint ventures of approximately $7.1 million, $7.3 million and $4.4 million for the years ended December 31, 2009, 2008 and 2007, respectively.

The following table is a summary of key financial data for these joint ventures as of December 31, 2009 and 2008 and for the years then ended (in thousands):

	December 31,
	2009			2008
Balance Sheet Data:
Current assets	$	20,920		$	20,732
Noncurrent assets		27,243			23,557
Current liabilities		(5,929	)		(4,634	)
Noncurrent liabilities		(7,692	)		(7,848	)
Total net assets	$	34,542		$	31,807
Book value of RadNet joint venture interests	$	14,934		$	13,717
Cost in excess of book value of acquired joint venture interests		3,383			3,383
Elimination of intercompany profit remaining on RadNet’s consolidated balance sheet		424			537
Total value of RadNet joint venture interests	$	18,741		$	17,637
Total book value of other joint venture partner interests	$	19,608		$	18,090
Net revenue	$	76,557		$	80,948
Net income	$	12,744		$	17,758

F-19

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 2 — Summary of Significant Accounting Policies  – (continued)

Investment in joint ventures decreased $1.9 million to $16.8 million at June 30, 2010 compared to $18.7 million at December 31, 2009. This decrease is primarily related to our receipt of distributions of $5.7 million offset by our recording of equity earnings of $3.8 million.

We received management service fees from the centers underlying these joint ventures of approximately $3.4 million and $3.4 million for the six months ended June 30, 2010 and 2009, respectively.

The following table is a summary of key financial data for these joint ventures as of June 30, 2010 and for the six months ended June 30, 2010 and 2009 (in thousands):

	June 30, 2010			December 31, 2009
Balance Sheet Data:
Current assets	$	16,488		$	20,920
Noncurrent assets		27,115			27,243
Current liabilities		(5,842	)		(5,929	)
Noncurrent liabilities		(7,608	)		(7,692	)
Total net assets	$	30,153		$	34,542
Book value of Radnet joint venture interests	$	13,176		$	14,934
Cost in excess of book value of acquired joint venture interests		3,383			3,383
Elimination of intercompany profit remaining on Radnet’s consolidated balance sheet		256			424
Total value of Radnet joint venture interests	$	16,815		$	18,741
Total book value of other joint venture partner interests	$	16,977		$	19,608
Income Statement Data for the six months ended June 30,		2010			2009
Net revenue	$	36,640		$	39,471
Net income	$	5,815		$	7,713

Note 3 — Facility Acquisitions

On January 1, 2009, we adopted the provisions of SFAS No. 141(R), Business Combinations, codified in FASB ASC Topic 805. ASC Topic 805 changed how our business acquisitions are accounted for and impacts our financial statements at the acquisition date and in subsequent periods. Pursuant to ASC Topic 805, we are required to recognize all of the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with limited exceptions, and all transaction related costs are expensed. Subsequent changes, if any, to the acquisition-date fair value that are the result of facts and circumstances that did not exist as of the acquisition date will be recognized as part of our on-going operations. In addition, Topic 805 impacts our goodwill impairment test associated with acquisitions. We applied the provisions of ASC Topic 805 to the facility acquisitions subsequent to January 1, 2009 as discussed below.

On May 1, 2010, we completed the acquisition of Touchstone Imaging of Bowie, LLC in Bowie, Maryland for approximately $595,000. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and $595,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On April 30, 2010, we completed the acquisition of Delaware Diagnostic Services, Inc. (Limestone) in Wilmington, Delaware for approximately $87,000. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and $87,000 of fixed assets and no goodwill was recorded with respect to this transaction.

F-20

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 3 — Facility Acquisitions  – (continued)

On April 30, 2010, we acquired three multi-modality facilities from Sonix Medical Resources, Inc. through a bankruptcy proceeding in New York for approximately $2.3 million in cash. The facilities located in Brooklyn, New York, Chatham, New Jersey and Haddon Heights, New Jersey operate a combination of MRI, CT, mammography, ultrasound, fluoroscopy, X-ray and related modalities. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and approximately $1.4 million of fixed assets and $900,000 of goodwill was recorded with respect to this transaction.

On April 1, 2010, we completed the acquisition of Truxtun Medical Group in Bakersfield, California for approximately $20.3 million in cash and the issuance of 375,000 shares of RadNet, Inc. common stock valued at approximately $1.2 million on the date of acquisition. Truxtun operates four multi-modality facilities in Bakersfield, a Metropolitan Statistical Area with a population exceeding 800,000 residents in Kern County, California. Truxtun provides a broad range of services including MRI, CT, PET/CT, mammography, nuclear medicine, fluoroscopy, ultrasound, X-ray and related procedures. We have made a preliminary purchase price allocation of the acquired assets and assumed liabilities and approximately $2.4 million of working capital, $6.3 million of fixed assets, $150,000 of other intangible assets related to covenant not to compete contracts, and $12.7 million of goodwill was recorded with respect to this transaction.

On March 15, 2010, we acquired the imaging practice of Theodore Feit, M.D., Inc. in Burbank, California for cash consideration of $350,000. We have made a purchase price allocation of the acquired assets and liabilities, and approximately $350,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On March 1, 2010, we completed the acquisition of Anaheim Open MRI in Anaheim, California for cash consideration of $910,000. The facility operates MRI, CT, ultrasound and X-ray, and has been rebranded as Anaheim Advanced Imaging. We have made a preliminary purchase price allocation of the acquired assets and liabilities, and approximately $605,000 of fixed assets and $305,000 of goodwill was recorded with respect to this transaction.

On January 1, 2010, we completed the acquisition of Union Imaging Center in Union, New Jersey from Modern Medical Modalities Corporation for approximately $5.4 million in cash and the issuance of 75,000 shares of RadNet, Inc. common stock valued at approximately $153,000 on the date of acquisition. The center operates imaging modalities including MRI, CT, PET/CT, mammography, ultrasound, nuclear medicine and X-ray. We have made a preliminary purchase price allocation of the acquired assets and liabilities, and approximately $1.9 million of fixed assets and $3.7 million of goodwill was recorded with respect to this transaction.

On October 1, 2009, we completed the acquisition of the imaging assets of Chesapeake Urology Associates in Baltimore, Maryland for approximately $950,000. Chesapeake Urology operated CT scanners in three locations in the greater Baltimore area. We have made a purchase price allocation of the acquired assets and liabilities, and approximately $650,000 of fixed assets, $275,000 of covenant not to compete contracts and $19,000 of goodwill was recorded with respect to this transaction.

On October 1, 2009, we completed the acquisition of the women’s imaging business of Ridgewood Diagnostics, a multi-modality women’s imaging practice located near Rochester, New York’s Unity Hospital for $1.1 million and 50,000 shares of RadNet common stock valued at approximately $129,000 on the date of acquisition. In conjunction with the Ridgewood Diagnostics transaction, on October 16, 2009, we completed the acquisition of the women’s imaging business of Unity Hospital for $100,000. We plan to consolidate the Ridgewood Diagnostics and Unity Hospital operations into one facility during 2010. We have made a purchase price allocation of the acquired assets and liabilities, and approximately $92,000 of fixed assets, $150,000 of covenant not to compete contracts and $1.1 million of goodwill was recorded with respect to these transactions.

F-21

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 3 — Facility Acquisitions  – (continued)

On June 12, 2009, we acquired the assets and business of nine imaging centers located in New Jersey from an unrelated third party for approximately $2.1 million. At the time of the acquisition, we immediately sold the assets and business of one of those nine centers to an unrelated third party for approximately $650,000. We have made a purchase price allocation of the acquired assets and liabilities associated with the remaining eight centers at their respective fair values.

In accordance with accounting standards, any excess of fair value of acquired net assets over the acquisition consideration results in a gain on bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The Company underwent such a reassessment, and as a result, has recorded a gain on bargain purchase of approximately $1.4 million.

We believe that the gain on bargain purchase resulted from various factors that impacted the sale of those New Jersey assets. The seller was performing a full liquidation of its assets for the benefit of its creditors. Upon liquidation of all of its assets, the seller intended to close its business. The New Jersey assets were the only remaining assets to be sold before a full wind-down of the seller’s business could be completed. We believe that the seller was willing to accept a bargain purchase price from us in return for our ability to act more quickly and with greater certainty than any other prospective acquirer. The decline in the credit markets made it difficult for other acquirers who relied upon third party financing to complete the transaction. The relatively small size of the transaction for us, the lack of required third-party financing and our expertise in completing similar transactions in the past gave the seller confidence that we could complete the transaction expeditiously and without difficulty.

In our purchase price allocation we recorded approximately $3.1 million of land and fixed assets, $250,000 of intangible assets and $121,000 of other current assets.

On March 31, 2009, we acquired the assets and business of Inter-County Imaging in Yonkers, New York for approximately $553,000. We have made a purchase price allocation of the acquired assets and liabilities, and approximately $500,000 of fixed assets and no goodwill was recorded with respect to this transaction.

On March 27, 2009, we acquired the assets and business of Elite Diagnostic Imaging, LLC in Victorville, California for approximately $1.3 million. We have made a purchase price allocation of the acquired assets and liabilities, and approximately $1.2 million of fixed assets and $100,000 of goodwill was recorded with respect to this transaction.

On October 31, 2008, we acquired the assets and business of Middletown Imaging in Middletown, Delaware for $210,000 in cash and the assumption of capital lease debt of $1.2 million. We allocated the purchase price to the acquired assets and liabilities. Approximately $530,000 of goodwill was recorded with respect to this transaction.

On August 15, 2008, we acquired the women’s imaging practice of Parvis Gamagami, M.D., Inc. in Van Nuys, California for $600,000. Upon acquisition, we relocated the practice to a nearby center we recently acquired from InSight Health in Encino, CA. We rebranded the InSight center as the Encino Breast Care Center, and focused it on Digital Mammography, Ultrasound, MRI and other modalities pertaining to women’s health. We have allocated the full purchase price of $600,000 to goodwill.

On July 23, 2008, we acquired the assets and business of NeuroSciences Imaging Center in Newark, Delaware for $4.5 million in cash. The center, which performs MRI, CT, Bone Density, X-ray, Fluoroscopy and other specialized procedures, is located in a highly specialized medical complex called the Neuroscience and Surgery Institute of Delaware. The acquisition complements our recent purchase of the Papastavros Associates Imaging centers completed in March, 2008. We made a purchase price allocation of the acquired assets and liabilities, and approximately $2.6 million of goodwill was recorded with respect to this transaction.

F-22

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 3 — Facility Acquisitions  – (continued)

On June 18, 2008, we acquired the assets and business of Ellicott Open MRI for the assumption of approximately $181,000 of capital lease debt.

On June 2, 2008, we acquired the assets and business of Simi Valley Advanced Medical, a Southern California based multi-modality imaging center, for the assumption of capital lease debt of $1.7 million. We allocated the purchase price to the acquired assets and liabilities, and approximately $313,000 of goodwill was recorded with respect to this transaction.

On April 15, 2008, we acquired the net assets of five Los Angeles area imaging centers from InSight Health Corp. We completed the purchase of a sixth center in Van Nuys, California from Insight Health Corp. on June 2, 2008. The total purchase price for the six centers was $8.5 million in cash. The centers provide a combination of imaging modalities, including MRI, CT, X-ray, Ultrasound and Mammography. We allocated the purchase price to the acquired assets and liabilities, and approximately $5.6 million of goodwill was recorded with respect to this transaction.

On April 1, 2008, we acquired the net assets and business of BreastLink Medical Group, Inc., a prominent Southern California breast medical oncology business and a leading breast surgery business, for the assumption of approximately $4.0 million of accrued liabilities and capital lease obligations. We allocated the purchase price to the acquired assets and liabilities, and approximately $2.1 million of goodwill was recorded with respect to this transaction.

On March 12, 2008, we acquired the net assets and business of Papastavros Associates Medical Imaging for $9.0 million in cash and the assumption of capital leases of $337,000. Founded in 1958, Papastavros Associates Medical Imaging is one of the largest and most established outpatient imaging practices in Delaware. The 12 Papastavros centers offer a combination of MRI, CT, PET, nuclear medicine, mammography, bone densitometry, fluoroscopy, ultrasound and X-ray. We allocated the purchase price to the acquired assets and liabilities, and approximately $3.6 million of goodwill, and $1.2 million for covenants not to compete, were recorded with respect to this transaction.

On February 1, 2008, we acquired the net assets and business of The Rolling Oaks Imaging Group, located in Westlake and Thousand Oaks, California, for $6.0 million in cash and the assumption of capital leases of $2.7 million. The practice consists of two centers, one of which is a dedicated women’s center. The centers are multimodality and include a combination of MRI, CT, PET/CT, mammography, ultrasound and X-ray. The centers are positioned in the community as high-end, high-quality imaging facilities that employ state-of-the-art technology, including 3 Tesla MRI and 64 slice CT units. The facilities have been fixtures in the Westlake/Thousand Oaks market since 2003. We allocated the purchase price to the acquired assets and liabilities, and approximately $5.6 million of goodwill was recorded with respect to this transaction.

On October 9, 2007, we acquired the assets and business of Liberty Pacific Imaging located in Encino, California for $2.8 million in cash. The center operates a successful MRI practice utilizing a 3T MRI unit, the strongest magnet strength commercially available at this time. The center was founded in 2003. The acquisition allows us to consolidate a portion of our Encino/Tarzana MRI volume onto the existing Liberty Pacific scanner. This consolidation allows us to move our existing 3T MRI unit in that market to our Squadron facility in Rockland County, New York. Approximately $1.1 million of goodwill was recorded with respect to this transaction. Also, $200,000 was recorded for the fair value of a covenant not to compete contract.

In September 2007, we acquired the assets and business of three facilities comprising Valley Imaging Center, Inc. located in Victorville, California for $3.3 million in cash plus the assumption of approximately $866,000 of debt. The acquired centers offer a combination of MRI, CT, X-ray, Mammography, Fluoroscopy and Ultrasound. The physician who provided the interpretive radiology services to these three locations joined BRMG. The leased facilities associated with these centers includes a total monthly rental of approximately

F-23

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 3 — Facility Acquisitions  – (continued)

$18,000. Approximately $3.0 million of goodwill was recorded with respect to this transaction. Also, $150,000 was recorded for the fair value of a covenant not to compete contract.

In September 2007, we acquired the assets and business of Walnut Creek Open MRI located in Walnut Creek, California for $225,000. The center provides MRI services. The leased facility associated with this center includes a monthly rental of approximately $6,800 per month. Approximately $50,000 of goodwill was recorded with respect to this transaction.

In July 2007, we acquired the assets and business of Borg Imaging Group located in Rochester, New York for $11.6 million in cash plus the assumption of approximately $2.4 million of debt. Borg was the owner and operator of six imaging centers, five of which are multimodality, offering a combination of MRI, CT, X-ray, Mammography, Fluoroscopy and Ultrasound. After combining the Borg centers with RadNet’s existing centers in Rochester, New York, RadNet has a total of 11 imaging centers in Rochester. The leased facilities associated with these centers includes a total monthly rental of approximately $71,000 per month. Approximately $8.9 million of goodwill was recorded with respect to this transaction. Also, $1.4 million was recorded for the fair value of covenant not to compete contracts.

In March 2007, we acquired the assets and business of Rockville Open MRI, located in Rockville, Maryland, for $540,000 in cash and the assumption of a capital lease of $1.1 million. The center provides MRI services. The center is 3,500 square feet with a monthly rental of approximately $8,400 per month. Approximately $365,000 of goodwill was recorded with respect to this transaction.

On November 15, 2006, we completed the acquisition of Radiologix, Inc. Radiologix, a Delaware corporation, then employing approximately 2,200 people through its subsidiaries was a national provider of diagnostic imaging services through the ownership and operation of freestanding, outpatient diagnostic imaging centers. Radiologix owned, operated and maintained equipment in 69 locations, with imaging centers in seven states, including primary operations in the Mid-Atlantic; the Bay-Area, California; the Treasure Coast area, Florida; Northeast Kansas; and the Finger Lakes (Rochester) and Hudson Valley areas of New York State.

F-24

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 4 — Goodwill and Other Intangible Assets

Goodwill at December 31, 2009 totaled $106.5 million. Goodwill is recorded as a result of business combinations. Activity in goodwill for the years ended December 31, 2007, 2008 and 2009 are provided below (in thousands):

Balance as of December 31, 2007	$	84,395
Adjustments to our preliminary allocation of the purchase price of Borge Imaging Group		(254	)
Adjustments to our preliminary allocation of the purchase price of Valley Imaging Center, Inc.		212
Goodwill acquired through the acquisition of Rolling Oaks Imaging Group		5,612
Goodwill acquired through the acquisition of Papastavros Associates Medical Imaging		3,649
Goodwill acquired through the acquisition of BreastLink Medical Group, Inc		2,048
Goodwill acquired through the acquisition of InSight Health Corp.		5,560
Goodwill acquired through the acquisition of Simi Valley Advanced Medical		313
Goodwill acquired through the acquisition of NeuroSciences Imaging Center		2,613
Goodwill acquired through the acquisition of imaging practice of Parvis Gamagami, M. D.		600
Goodwill acquired through the acquisition of Middletown Imaging		530
Balance as of December 31, 2008		105,278
Goodwill acquired through the acquisition of Elite Diagnostic Imaging, LLC		100
Goodwill acquired through the acquisition of Ridgewood Diagnostics and Unity Hospital		1,105
Goodwill acquired through the acquisition of Chesapeake Urology Associates		19
Balance as of December 31, 2009	$	106,502

Other intangible assets are primarily related to the value of management service agreements obtained through our acquisition of Radiologix, Inc. in 2006 and are recorded at cost of $57.9 million less accumulated amortization of $7.3 million at December 31, 2009. Also included in other intangible assets is the value of covenant not to compete contracts associated with our recent facility acquisitions (see Note 3) totaling $6.8 million less accumulated amortization of $4.7 million, as well as the value of trade names associated with acquired imaging facilities totaling $2.5 million less accumulated amortization of $1.0 million. Amortization expense for the year ended December 31, 2009, 2008 and 2007 was $3.2 million, $4.1 million and $4.5 million, respectively. Intangible assets are amortized using the straight-line method. Management service agreements are amortized over 25 years using the straight line method.

The following table shows annual amortization expense, by asset classes that will be recorded over the next five years (in thousands):

	2010		2011		2012		2013		2014		Thereafter		Total
Management Service Contracts	$	2,315	$	2,315	$	2,315	$	2,315	$	2,315	$	39,069	$	50,644
Covenant not to compete contracts		745		682		510		135		64		—		2,136
Trade Names		150		150		150		113		—		970		1,533
Total Annual Amortization	$	3,210	$	3,147	$	2,975	$	2,563	$	2,379	$	40,039	$	54,313

F-25

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 5 — Recent Accounting Standards

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)), which replaces SFAS No. 141. SFAS 141(R) (codified in FASB ASC Topic 805, Business Combinations) introduces significant changes in the accounting for and reporting of business acquisitions. ASC Topic 805 changes how business acquisitions are accounted for and will impact financial statements at the acquisition date and in subsequent periods. Pursuant to ASC Topic 805, an acquiring entity is required to recognize all of the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with limited exceptions, and all transaction related costs are expensed. Subsequent changes, if any, to the acquisition-date fair value that are the result of facts and circumstances that did not exist as of the acquisition date will be recognized as part of on-going operations. In addition, Topic 805 will have an impact on the goodwill impairment test associated with acquisitions. The provisions of ASC Topic 805 are effective for business combinations for which the acquisition date is on or after January 1, 2009. The Company applied the provisions of ASC Topic to the facility acquisitions subsequent to January 1, 2009 as discussed in Note 3.

SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, codified in FASB ASC Topic 810, is designed to improve the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report minority interests in subsidiaries in the same way as equity in the consolidated financial statements. Moreover, ASC Topic 810 eliminates the diversity that accounting for transactions between an entity and minority interests by requiring they be treated as equity transactions. The Company adopted the provisions of ASC Topic 810 on January 1, 2009. Such provisions are applied prospectively except for the presentation and disclosure requirements which have been applied retrospectively for all periods presented. Accordingly, we have reclassified minority interests as a component of equity deficit and renamed this item “Non-controlling interests” on our consolidated balance sheets at December 31, 2009 and 2008. Additionally, our net loss for the years ended December 31, 2009, 2008 and 2007 have been allocated between RadNet, Inc.’s common stockholders and noncontrolling interests.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810) — Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year entity. Early adoption is not permitted. Our adoption of ASU 2009-17 did not have a material impact on our consolidated financial position, results of operations or cash flows.

In January 2010, the FASB issued authoritative guidance intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers. Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). The Company maintains interest rate swaps which are required to be recorded at fair value on a recurring basis. See Note 8 below for required disclosures under this guidance.

In February 2010, the FASB issued authoritative guidance on subsequent events. The guidance requires an SEC filer to evaluate subsequent events through the date the financial statements are issued but no longer requires an SEC filer to disclose the date through which the subsequent event evaluation occurred. The guidance became effective for the Company upon issuance and had no impact on the Company’s results of operations or financial position.

F-26

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 5 — Recent Accounting Standards  – (continued)

In May 2009, the FASB issued Statement No. 165, “Subsequent Events” codified in FASB ASC Topic 855, which establishes general standards of accounting for, and requires disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted the provisions of ASC Topic 855 for the quarter ended September 30, 2009. The adoption of these provisions did not have a material effect on the Company’s consolidated financial statements.

In September 2009, the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”) became the authoritative source of accounting principles accepted in the United States (“GAAP”) recognized by the FASB. All existing FASB accounting standards and guidance were superseded by the ASC. Instead of issuing new accounting standards in the form of statements, FASB staff positions and Emerging Issues Task Force abstracts, the FASB now issues Accounting Standards Updates that update the Codification. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws continue to be additional sources of authoritative GAAP for SEC registrants.

Note 6 — Property and Equipment

Property and equipment and accumulated depreciation and amortization are as follows (in thousands):

	December 31,
	2009			2008
Land	$	250		$	—
Buildings		2			2
Medical equipment		200,471			173,884
Office equipment, furniture and fixtures		56,134			49,676
Leasehold improvements		101,904			93,573
Equipment under capital lease		57,421			59,543
		416,182			376,678
Accumulated depreciation and amortization		(233,611	)		(183,574	)
	$	182,571		$	193,104

Depreciation and amortization expense on property and equipment, including amortization of equipment under capital leases, for the years ended December 31, 2009, 2008 and 2007 $50.6 million, $49.4 million and $40.7 million, respectively.

F-27

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 7 — Accounts Payable and Accrued Expenses (in thousands)

	December 31,
	2009		2008
Accounts payable	$	17,717	$	26,071
Accrued expenses		32,305		35,449
Accrued payroll and vacation		13,153		11,506
Accrued professional fees		6,466		8,149
Total	$	69,641	$	81,175

Note 8 — Notes Payable, Line of Credit and Capital Leases

On November 15, 2006, we entered into a $405 million senior secured credit facility with GE Commercial Finance Healthcare Financial Services (the “November 2006 Credit Facility”). This facility was used to finance our acquisition of Radiologix, refinance existing indebtedness, pay transaction costs and expenses relating to our acquisition of Radiologix, and provide financing for working capital needs post-acquisition. The facility consists of a revolving credit facility of up to $45 million, a $225 million first lien Term Loan and a $135 million second lien Term Loan. The first lien term loan has a term of six years and the second lien term loan has a term of six and one-half years. Interest is payable on all loans initially at an Index Rate plus the Applicable Index Margin, as defined. The Index Rate is initially a floating rate equal to the higher of the rate quoted from time to time by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s largest 30 banks” or the Federal Funds Rate plus 50 basis points. The Applicable Index Margin on each of the revolving credit facility and the term loan is 2% and on the second lien term loan is 6%. We may request that the interest rate instead be based on LIBOR plus the Applicable LIBOR Margin, which is 3.5% for the revolving credit facility and the term loan and 7.5% for the second lien term loan. The credit facility includes customary covenants for a facility of this type, including minimum fixed charge coverage ratio, maximum total leverage ratio, maximum senior leverage ratio, limitations on indebtedness, contingent obligations, liens, capital expenditures, lease obligations, mergers and acquisitions, asset sales, dividends and distributions, redemption or repurchase of equity interests, subordinated debt payments and modifications, loans and investments, transactions with affiliates, changes of control, and payment of consulting and management fees.

On August 23, 2007, we secured an incremental $35 million (“Incremental Facility”) as part of our existing credit facilities with GE Commercial Finance Healthcare Financial Services. The Incremental Facility consists of an additional $25 million as part of our first lien Term Loan and $10 million of additional capacity under our existing revolving line of credit bringing the total capacity to $55 million. As of December 31, 2008, the Company qualified to borrow up to $34 million on the revolver. The Incremental Facility will be used to fund certain identified strategic initiatives and for general corporate purposes.

On February 22, 2008, we secured a second incremental $35 million (“Second Incremental Facility”) of capacity as part of our existing credit facilities with GE Commercial Finance Healthcare Financial Services. The Second Incremental Facility consists of an additional $35 million as part of our second lien term loan and the first lien term loan or revolving credit facility may be increased by up to an additional $40 million sometime in the future. As part of the transaction, partly due to the drop in LIBOR of over 2.00% since the credit facilities were established in November 2006, we increased the Applicable LIBOR Margin to 4.25% for the revolving credit facility and first lien term loan and to 9.0% for the second lien term loan. The additions to our existing credit facilities are intended to provide capital for near-term opportunities and future expansion.

As part of our senior secured credit facility financing, we swapped 50% of the aggregate principal amount of the facilities to a floating rate within 90 days of the closing. On April 11, 2006, effective April 28, 2006, we entered into an interest rate swap on $73.0 million fixing the LIBOR rate of interest at 5.47% for a period of three years. This swap was made in conjunction with the $161.0 million credit facility that closed on

F-28

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 8 — Notes Payable, Line of Credit and Capital Leases  – (continued)

March 9, 2006. In addition, on November 15, 2006, we entered into an interest rate swap, designated as a cash flow hedge, on $107.0 million fixing the LIBOR rate of interest at 5.02% for a period of three years, and on November 28, 2006, we entered into an interest rate swap, also designated as a cash flow hedge, on $90.0 million fixing the LIBOR rate of interest at 5.03% for a period of three years. Previously, the interest rate on the above $270.0 million portion of the credit facility was based upon a spread over LIBOR which floats with market conditions.

During the first quarter of 2009 we modified the two interest rate swaps designated as cash flow hedges mentioned above. The modifications, commonly referred to as “blend and extends,” extended the maturity of, and re-priced these two interest rate swaps originally executed in 2006, for an additional 36 months, resulting in an estimated annualized cash interest expense savings of $2.9 million.

On the LIBOR hedge modification for a notional amount of $107 million of LIBOR exposure, the Company on January 29, 2009 replaced the existing fixed LIBOR rate of 5.02% with a new rate of 3.47% maturing on November 15, 2012. On the second LIBOR hedge modification for a notional amount of $90 million of LIBOR exposure, the Company on February 5, 2009 replaced the existing fixed LIBOR rate of 5.03% with a new rate of 3.61% also maturing on November 15, 2012. Both modified interest swaps have been designated as cash flow hedges.

As part of these modifications, the negative fair values of the original interest rate swaps, as well as a certain amount of accrued interest, associated with the original cash flow hedges were incorporated into the fair values of the new modified cash flow hedges. The related Accumulated Other Comprehensive Loss (AOCL) associated with the negative fair values of the original cash flow hedges on their dates of modification, which totaled $6.1 million, was amortized on a straight-line basis to interest expense through November 15, 2009, the maturity date of the original cash flow hedges.

We document our risk management strategy and hedge effectiveness at the inception of the hedge, and, unless the instrument qualifies for the short-cut method of hedge accounting, over the term of each hedging relationship. Our use of derivative financial instruments is limited to interest rate swaps, the purpose of which is to hedge the cash flows of variable-rate indebtedness. See Note 10 for more detail regarding our accounting treatment of interest rate swaps.

Notes payable, line of credit and capital lease obligations consist of the following (in thousands):

	December 31,
	2009			2008
Revolving lines of credit	$	—		$	1,742
Notes payable at interest rates ranging from 8.8% to 13.5%, due through 2013, collateralized by medical equipment		423,626			425,236
Obligations under capital leases at interest rates ranging from 9.1% to 13.0%, due through 2010, collateralized by medical and office equipment		27,689			39,302
		451,315			466,280
Less: current portion		(21,048	)		(20,565	)
	$	430,267		$	445,715

F-29

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 8 — Notes Payable, Line of Credit and Capital Leases  – (continued)

The following is a listing of annual principal maturities of notes payable exclusive of capital leases and repayments on our revolving credit facilities for years ending December 31 (in thousands):

2010	$	6,927
2011		7,207
2012		239,097
2013		170,395
	$	423,626

We lease equipment under capital lease arrangements. Future minimum lease payments under capital leases for years ending December 31 (in thousands) is as follows:

2010	$	16,019
2011		9,597
2012		4,242
2013		810
2014		32
Total minimum payments		30,700
Amount representing interest		(3,011	)
Present value of net minimum lease payments		27,689
Less current portion		(14,121	)
Long-term portion	$	13,568

Note 9 — Derivative Instruments

We are exposed to certain risks relating to our ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. We have entered into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements utilized by us effectively modifies our exposure to interest rate risk by converting our floating-rate debt to a fixed rate basis during the period of the interest rate swap, thus reducing the impact of interest-rate changes on future interest expense.

We designate our interest rate swaps as cash flow hedges of floating-rate borrowings. For interest rate swaps that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is initially reported as a component of other comprehensive income, then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion), or hedge components excluded from the assessment of effectiveness, are recognized in the statement of operations during the current period.

As part of our senior secured credit facility financing, we swapped 50% of the aggregate principal amount of the facilities to a floating rate within 90 days of the closing. On April 11, 2006, effective April 28, 2006, we entered into an interest rate swap on $73.0 million fixing the LIBOR rate of interest at 5.47% for a period of three years. This swap was made in conjunction with the $161.0 million credit facility that closed on March 9, 2006. In addition, on November 15, 2006, we entered into an interest rate swap, designated as a cash flow hedge, on $107.0 million fixing the LIBOR rate of interest at 5.02% for a period of three years, and on November 28, 2006, we entered into an interest rate swap, also designated as a cash flow hedge, on

F-30

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 9 — Derivative Instruments  – (continued)

$90.0 million fixing the LIBOR rate of interest at 5.03% for a period of three years. Previously, the interest rate on the above $270.0 million portion of the credit facility was based upon a spread over LIBOR which floats with market conditions.

During the first quarter of 2009 we modified the two interest rate swaps designated as cash flow hedges mentioned above. The modifications, commonly referred to as “blend and extends,” extended the maturity of, and re-priced these two interest rate swaps originally executed in 2006, for an additional 36 months, resulting in an estimated annualized cash interest expense savings of $2.9 million.

On the LIBOR hedge modification for a notional amount of $107 million of LIBOR exposure, the Company on January 29, 2009 replaced the existing fixed LIBOR rate of 5.02% with a new rate of 3.47% maturing on November 15, 2012. On the second LIBOR hedge modification for a notional amount of $90 million of LIBOR exposure, the Company on February 5, 2009 replaced the existing fixed LIBOR rate of 5.03% with a new rate of 3.62% also maturing on November 15, 2012. Both modified interest swaps have been designated as cash flow hedges.

As part of these modifications, the negative fair values of the original interest rate swaps, as well as a certain amount of accrued interest, associated with the original cash flow hedges were incorporated into the fair values of the new modified cash flow hedges. The related Accumulated Other Comprehensive Loss (AOCL) associated with the negative fair values of the original cash flow hedges on their dates of modification, which totaled $6.1 million, was amortized on a straight-line basis to interest expense through November 15, 2009, the maturity date of the original cash flow hedges.

We document our risk management strategy and hedge effectiveness at the inception of the hedge, and, unless the instrument qualifies for the short-cut method of hedge accounting, over the term of each hedging relationship. Our use of derivative financial instruments is limited to interest rate swaps, the purpose of which is to hedge the cash flows of variable-rate indebtedness. We do not hold or issue derivative financial instruments for speculative purposes. In accordance with ASC Topic 815, derivatives that have been designated and qualify as cash flow hedging instruments are reported at fair value. The gain or loss on the effective portion of the hedge (i.e., change in fair value) is initially reported as a component of accumulated other comprehensive loss in the Company’s Consolidated Statement of Stockholders’ Equity Deficit. The remaining gain or loss, if any, is recognized currently in earnings.

As a result of our refinancing completed on April 6, 2010, our interest rate swaps do not match the terms of our current bank debt and so accordingly, we have determined that they are no longer designated as cash flow hedges. Accordingly, all changes in their fair value after April 6, 2010 are, and will continue to be recognized in earnings as other expense.

The related Accumulated Other Comprehensive Loss (AOCL) of $3.1 million associated with the negative fair values of these interest rate swaps on April 6, 2010, the date of our refinancing, will be amortized on a straight-line basis to interest expense through November 15, 2012, the maturity date of these cash flow hedges. From April 6, 2010 to June 30, 2010, approximately $306,000 of AOCL was amortized to interest expense.

At June 30, 2010 the negative fair value of these interest rate swaps was $11.5 million and was classified as other non-current liabilities in our consolidated balance sheet. For the three months ended June 30, 2010, we recognized approximately $1.2 million in other expense related to the change in fair value of these interest rate swaps from April 6, 2010 to June 30, 2010.

F-31

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 9 — Derivative Instruments  – (continued)

A tabular presentation of the fair value of derivative instruments as of June 30, 2010 is as follows (amounts in thousands):

	Balance Sheet Location		Fair Value — Asset (Liability) Derivatives
Derivatives designated as hedging instruments
Interest rate contracts		Other non-current liabilities	$	(11,523	)

A tabular presentation of the fair value of derivative instruments as of December 31, 2009 is as follows (amounts in thousands):

	Balance Sheet Location		Fair Value — Asset (Liability) Derivatives
Derivatives designated as hedging instruments
Interest rate contracts		Other non-current liabilities	$	(8,901	)

A tabular presentation of the effect of derivative instruments on our statement of operations is as follows (amounts in thousands):

	For the Year Ended December 31, 2009
Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)		Location of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)
Interest rate contracts	$	(1,311	)		Interest income/ (expense)	$	(6,119)*		Interest income/ (expense)

* Amortization of OCI associated with the original cash flow hedges prior to modification (see discussion above).

F-32

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 9 — Derivative Instruments  – (continued)

	For the Three Months Ended June 30, 2010
Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)		Amount of Gain (Loss) Recognized in OCI on Derivative (Ineffective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)		Location of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)
Interest rate contracts		—	$	(1,150	)		Other income/ (expense)	$	(306)*		Interest income/ (expense)

* Amortization of OCI associated with the original cash flow hedges through April 6, 2010 (see discussion above).

	For the Three Months Ended June 30, 2009
Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)		Amount of Gain (Loss) Recognized in OCI on Derivative (Ineffective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Amount of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)		Location of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)
Interest rate contracts	$	3,819	$	(252	)		Other income/ (expense)	$	(1,836)*		Interest income/ (expense)

* Amortization of OCI associated with the original cash flow hedges prior to modification on January 28, 2009 (see discussion above).

For the Six Months Ended June 30, 2010

Cash Flow Hedging Relationships

Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)

Amount of Gain (Loss) Recognized in OCI on Derivative (Ineffective Portion)

Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)

Amount of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)

Location of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)

Interest rate contracts

$

(1,472

)

$

(1,150

)

Interest income/ (expense)

$

(306)*

Interest income/ (expense)

* Amortization of OCI associated with the original cash flow hedges through April 6, 2010 (see discussion above).

F-33

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 9 — Derivative Instruments  – (continued)

For the Six Months Ended June 30, 2009

Cash Flow Hedging Relationships

Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)

Amount of Gain (Loss) Recognized in OCI on Derivative (Ineffective Portion)

Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)

Amount of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)

Location of Gain (Loss) Recognized in OCI During the Term of the Hedge Relationship Reclassified into Income (Effective Portion)

Interest rate contracts

$

(485

)

$

(823

)

Interest income/ (expense)

$

(3,059)*

Interest income/ (expense)

* Amortization of OCI associated with the original cash flow hedges prior to modification on January 28, 2009 (see discussion above).

Note 10 — Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial and income tax reporting purposes and operating loss carryforwards. For the years ended December 31, 2009, 2008 and 2007, we recognized $443,000, $151,000 and $337,000, respectively, of state income tax primarily related to profitable imaging centers.

	Years Ended December 31,
	2009			2008			2007
Federal tax		34.00	%		34.00	%		34.00	%
State franchise tax, net of federal benefit		(16.03	)%		(1.26	)%		(2.12	)%
Non deductible expenses		(2.47	)%		(1.44	)%		(1.14	)%
Changes in valuation allowance		(39.78	)%		(32.56	)%		(32.86	)%
Income tax expense		(24.28	)%		(1.26	)%		(2.12	)%

Our deferred tax assets and liabilities comprise the following items (in thousands):

	December 31,
Deferred Tax Assets & Liabilities	2009			2008
Deferred tax assets:
Net operating losses	$	67,671		$	68,860
Accrued expenses		6,232			5,270
Unfavorable contract liability		3,256			3,647
Equity compensation		3,701			2,296
Allowance for doubtful accounts		1,823			1,510
Other		370			498
Valuation Allowance		(55,268	)		(57,407	)
Total Deferred Tax Assets	$	27,785		$	24,674

F-34

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 10 — Income Taxes  – (continued)

	December 31,
Deferred Tax Assets & Liabilities	2009			2008
Deferred tax liabilities:
Property Plant & Equipment	$	(10,006	)	$	(7,421	)
Goodwill		(9,239	)		(8,411	)
Intangibles		(8,461	)		(8,619	)
Other		(356	)		(500	)
Total Deferred Tax Liabilities		(28,062	)		(24,951	)
Net deferred tax Asset (Liability)	$	(277	)	$	(277	)

As of December 31, 2009, we had federal and state net operating loss carryforwards of approximately $181.5 million and $118.1 million, respectively, which expire at various intervals from the years 2010 to 2029. As of December 31, 2009, $17.9 million of our federal net operating loss carryforwards acquired in connection with the 1998 acquisition of Diagnostic Imaging Services, Inc. and the 2006 acquisition of Radiologix Inc. were subject to limitations related to their utilization under Section 382 of the Internal Revenue Code. Future ownership changes as determined under Section 382 of the Internal Revenue Code could further limit the utilization of net operating loss carryforwards. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Cumulative excess tax benefits of $3.9 million, related to the exercise of nonqualified stock options, will be recorded in equity when realized.

We consider all evidence available when determining whether deferred tax assets are more likely-than-not to be realized, including tax planning strategies that would be employed to prevent an NOL from expiring unutilized. As of December 31, 2009, we have determined that deferred tax assets of $27.8 million are more-likely than not to be realized. We have also determined that net deferred tax liabilities of $10.0 million relate to goodwill that has an indefinite life.

For the next five years, and thereafter, federal net operating loss carryforwards expire as follows (in thousands):

Year Ended	Total Net Operating Loss Carryforwards		Amount Subject to 382 Limitation
2010	$	13,283	$	1,737
2011		—		—
2012		—		—
2013		—		—
2014		—		—
Thereafter		168,262		16,195
	$	181,545	$	17,932

Note 11 — Stock-Based Compensation

Stock Incentive Plans

We have two long-term incentive plans that currently have outstanding stock options which we refer to as the 2000 Plan and the 2006 Plan. The 2000 Plan was terminated as to future grants when the 2006 Plan was approved by the stockholders in 2006. We have reserved for issuance under the 2006 Plan 6,500,000 shares of common stock. Certain options granted under the 2006 Plan to employees are intended to qualify as incentive stock options under existing tax regulations. In addition, we issue non-qualified stock options and warrants

F-35

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 11 — Stock-Based Compensation  – (continued)

under the 2006 Plan from time to time to non-employees, in connection with acquisitions and for other purposes and we may also issue stock under the Plan. Stock options and warrants generally vest over two to five years and expire five to ten years from date of grant.

As of December 31, 2009, 2,133,584, or approximately 53.9%, of all the outstanding stock options and warrants under our option plans are fully vested. During the year ended December 31, 2009, we granted options and warrants to acquire 1,733,750 shares of common stock.

As of June 30, 2010, 3,107,334, or approximately 62.5%, of all the outstanding stock options and warrants under our option plans are fully vested. During the six months ended June 30, 2010, we granted options and warrants to acquire 1,075,000 shares of common stock.

We have issued warrants outside the Plan under various types of arrangements to employees, in conjunction with debt financing and in exchange for outside services. All warrants issued after our February 2007 listing on the NASDAQ Global Market have been characterized as awards under the 2006 Plan. All warrants outside the Plan have been issued with an exercise price equal to the fair market value of the underlying common stock on the date of grant. The warrants expire from five to seven years from the date of grant. Vesting terms are determined by the board of directors or the compensation committee of the board of directors at the date of grant.

As of December 31, 2009, 2,614,566, or approximately 85.5%, of all the outstanding warrants outside the 2006 Plan are fully vested. During the year ended December 31, 2009, we did not grant any warrants outside the 2006 Plan.

As of June 30, 2010, 2,469,566, or approximately 82.8%, of all the outstanding warrants outside the 2006 Plan are fully vested. During the six months ended June 30, 2010, we did not grant any warrants outside the 2006 Plan.

The following tables illustrate the impact of equity-based compensation on reported amounts (in thousands except per share data):

	For the Years Ended December 31,
	2009						2008						2007
	Impact of Stock-Based Compensation
	As Reported			Comp.			As Reported			Comp.			As Reported			Comp.
Income from operations	$	38,857		$	(3,607	)	$	29,287		$	(2,902	)	$	19,272		$	(3,313	)
Net loss attributable to RadNet, Inc.’s common stockholders before income taxes	$	(1,824	)	$	(3,607	)	$	(12,685	)	$	(2,902	)	$	(17,794	)	$	(3,313	)
Net loss attributable to RadNet, Inc.’s common stockholders	$	(2,267	)	$	(3,607	)	$	(12,836	)	$	(2,902	)	$	(18,131	)	$	(3,313	)
Basic and diluted net loss per share attributable to RadNet, Inc.’s common stockholders	$	(0.06	)	$	(0.10	)	$	(0.36	)	$	(0.08	)	$	(0.52	)	$	(0.10	)
Net diluted earnings per share attributable to RadNet, Inc.’s common stockholders	$	(0.06	)	$	(0.10	)	$	(0.36	)	$	(0.08	)	$	(0.52	)	$	(0.10	)

F-36

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 11 — Stock-Based Compensation  – (continued)

The following summarizes all of our option and warrant transactions in 2009:

Outstanding Options and Warrants Under the 2006 Plan	Shares			Weighted Average Exercise Price Per Common Share		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Balance, December 31, 2008		2,451,000		$	5.44
Granted		1,733,750			2.41
Exercised		—			—
Canceled or expired		(225,000	)		4.72
Balance, December 31, 2009		3,959,750			4.15		4.13		226,770
Exercisable at December 31, 2009		2,133,584			4.09		3.96		226,770

Outstanding Options and Warrants Under the 2006 Plan	Shares			Weighted Average Exercise Price Per Common Share		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Balance, December 31, 2008		3,432,898		$	5.44
Granted		—			—
Exercised		(375,000	)		0.64
Canceled or expired		—			—
Balance, December 31, 2009		3,057,898			2.24		2.32	$	1,847,266
Exercisable at December 31, 2009		2,614,566			1.91		2.35		1,797,666

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2009 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all option holders exercised their options on December 31, 2009. Total intrinsic value of options and warrants exercised during the year ended December 31, 2009 was approximately $848,000. As of December 31, 2009, total unrecognized share-based compensation expense related to non-vested employee awards was approximately $4.9 million, which is expected to be recognized over a weighted average period of approximately 2.0 years.

The following summarizes all of our option and warrant activity for the six months ended June 30, 2010:

Outstanding Options and Warrants Under the 2006 Plan and 2000 Plan	Shares			Weighted Average Exercise price Per Common Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Balance, December 31, 2009		3,959,750		$	4.15
Granted		1,075,000			2.56
Exercised		—			—
Canceled or expired		(60,000	)		2.40
Balance, June 30, 2010		4,974,750			3.83		3.88	$	420,850
Exercisable at June 30, 2010		3,107,334			3.76		3.71		356,475

F-37

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 11 — Stock-Based Compensation  – (continued)

Non-Plan Outstanding Warrants	Shares			Weighted Average Exercise price Per Common Share		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Balance, December 31, 2009		3,057,898		$	2.24
Granted		—			—
Exercised		(315,000	)		0.73
Canceled or expired		—			—
Balance, June 30, 2010		2,742,898			2.42		2.04	$	1,922,823
Exercisable at June 30, 2010		2,469,566			2.22		2.07		1,891,423

The aggregate intrinsic value in the table above represents the difference between our closing stock price on June 30, 2010 and the exercise price, multiplied by the number of in-the-money options and warrants on June 30, 2010. Total intrinsic value of options and warrants exercised during the three months ended June 30, 2010 was approximately $923,900. As of June 30, 2010, total unrecognized stock-based compensation expense related to non-vested employee awards was approximately $4.3 million, which is expected to be recognized over a weighted-average period of approximately 1.7 years.

The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model which takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is the average of the data used to calculate the fair value:

	Risk-free Interest Rate			Expected Life		Expected Volatility			Expected Dividends
June 30, 2010		2.26	%		3.2 years		89.92	%		—
June 30, 2009		2.63	%		3.0 years		91.35	%		—
December 31, 2009		2.65	%		3.1 years		91.45	%		—
December 31, 2008		2.75	%		3.41 years		71.75	%		—
December 31, 2007		4.54	%		4.19 years		94.38	%		—

We have determined the expected term assumption under the “Simplified Method” as defined in ASC Topic 718, originally issued as SAB No. 110. The expected stock price volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant with an equivalent remaining term. We have not paid dividends in the past and do not currently plan to pay any dividends in the near future.

The weighted-average grant date fair value of stock options and warrants granted during the six months ended June 30, 2010 and 2009 and the years ended December 31, 2009, 2008 and 2007 was $1.51, $1.43, $1.43, $2.54 and $3.43, respectively.

F-38

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 12 — Commitments and Contingencies

Leases — We lease various operating facilities and certain medical equipment under operating leases with renewal options expiring through 2025. Certain leases contain renewal options from two to ten years and escalation based either on the consumer price index or fixed rent escalators. The schedule below includes lease renewals that are reasonably assured. Leases with fixed rent escalators are recorded on a straight-line basis. We record deferred rent for tenant leasehold improvement allowances received from a lessor and amortize the deferred rent expense over the term of the lease agreement. Minimum annual payments under operating leases for future years, including all options to extend, ending December 31 are as follows (in thousands):

	Facilities		Equipment		Total
2010	$	28,105	$	7,000	$	35,105
2011		24,644		5,949		30,593
2012		22,247		4,169		26,416
2013		19,197		2,605		21,802
2014		16,395		146		16,541
Thereafter		59,931		—		59,931
	$	170,519	$	19,869	$	190,388

Total rent expense, including equipment rentals, for the years ended December 31, 2009, 2008 and 2007 was $43.4 million, $43.5 million and $41.3 million, respectively.

Salaries and consulting agreements — We have a variety of arrangements for the payment of professional and employment services. The agreements provide for the payment of professional fees to physicians under various arrangements, including a percentage of revenue collected from 15.0% to 21.0%, fixed amounts per periods and combinations thereof.

We have an arrangement with GE Medical Systems under which it has agreed to be responsible for the maintenance and repair of a majority of our equipment for a fee that is based upon a percentage of our revenue, subject to a minimum payment. Net revenue is reduced by the provision for bad debts, mobile PET revenue and other professional reading service revenue to obtain adjusted net revenue.

We are engaged from time to time in the defense of lawsuits arising out of the ordinary course and conduct of our business. We believe that the outcome of our current litigation will not have a material adverse impact on our business, financial condition and results of operations. However, we could be subsequently named as a defendant in other lawsuits that could adversely affect us.

Note 13 — Employee Benefit Plan

We adopted a profit-sharing/savings plan pursuant to Section 401(k) of the Internal Revenue Code that covers substantially all non-professional employees. Eligible employees may contribute on a tax-deferred basis a percentage of compensation, up to the maximum allowable under tax law. Employee contributions vest immediately. The plan does not require a matching contribution by us. There was no expense for any periods presented in the report.

F-39

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 14 — Quarterly Results of Operations (unaudited)

The following table sets forth a summary of our unaudited quarterly operating results for each of the last eight quarters in the years ended December 31, 2009 and 2008. This quarterly data has been derived from our unaudited consolidated interim financial statements which, in our opinion, have been prepared on substantially the same basis as the audited financial statements contained elsewhere in this report and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods presented. These unaudited quarterly results should be read in conjunction with our financial statements and notes thereto included elsewhere in this report. The operating results in any quarter are not necessarily indicative of the results that may be expected for any future period (in thousands except for earnings per share).

	2009 Quarter Ended											2008 Quarter Ended
	Mar 31			June 30			Sept 30			Dec 31		Mar 31			June 30			Sept 30		Dec 31
Statement of Operations Data:
Net revenue	$	128,003		$	131,146		$	133,404		$	131,815	$	113,897		$	126,559		$	130,902	$	127,457
Total operating expenses		118,204			120,527			124,261			121,132		107,961			119,011			121,362		121,194
Total other expense		13,219			13,370			12,365			11,478		13,556			12,495			12,047		13,562
Equity in earnings of joint ventures		2,635			2,453			1,751			1,617		2,292			2,837			2,686		1,976
Income tax expense		37			13			231			162		123			14			14		—
Net income (loss)		(822	)		(311	)		(1,702	)		660		(5,451	)		(2,124	)		165		(5,323	)
Net income attributable to noncontrolling interests		20			25			24			23		24			25			27		27
Net income (loss) attributable to RadNet, Inc. common stockholders	$	(842	)	$	(336	)	$	(1,726	)	$	637	$	(5,475	)	$	(2,149	)	$	138	$	(5,350	)
Basic net income (loss) per share attributable to RadNet, Inc. common stockholders	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	0.02	$	(0.15	)	$	(0.06	)	$	0.00	$	(0.15	)
Diluted net income (loss) per share attributable to RadNet, Inc. common stockholders	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	0.02	$	(0.15	)	$	(0.06	)	$	0.00	$	(0.15	)
Weighted average shares outstanding
Basic		35,916			35,924			36,105			36,238		35,561			35,672			35,760		35,875
Diluted		35,916			35,924			36,105			37,418		35,561			35,672			37,015		35,875

Note 15 — Related Party Transactions

On June 1, 2009 we entered into a 10-year operating lease for a building at one of our imaging centers located in Wilmington, Delaware in which our Senior Vice President of Materials Management is a 50% owner. The monthly rent under this operating lease is approximately $25,000. We believe that the monthly lease amount is in line with similar 10-year lease contracts available for comparable buildings in the area.

Note 16 — Subsequent Events

On August 11, 2010, we completed the acquisition of three imaging centers from the New Jersey operating subsidiary of Health Diagnostics located in Edison, Old Bridge and Green Brook, New Jersey for approximately $3.5 million. Imaging modalities include MRI, CT, PET/CT, mammography, ultrasound and X-ray.

Note 17 — Supplemental Guarantor Information

The following tables present condensed consolidating financial information for: (a) RadNet, Inc. (the “Parent”) on a stand-alone basis as a guarantor of the 10 3/8% Senior Notes due 2018; (b) Radnet

F-40

RADNET, INC. AND SUBSIDIARIES
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to the six months ended June 30, 2010 and 2009 is unaudited)

Note 17 — Supplemental Guarantor Information  – (continued)

Management, Inc., the subsidiary issuer (the “Subsidiary Issuer”) of the 10 3/8% Senior Notes due 2018; (c) on a combined basis, the guarantor subsidiaries (the “Guarantor Subsidiaries”) of the 10 3/8% Senior Notes due 2018, which include all other 100% owned subsidiaries of the Subsidiary Issuer; (d) on a combined basis, the non-guarantor subsidiaries, which include joint venture partnerships of which the Subsidiary Issuer holds investments of 50% or greater, as well as BRMG, which we consolidate as a variable interest entity. Separate financial statements of the Subsidiary Issuer or the Guarantor Subsidiaries are not presented because the guarantee by the Parent and each Guarantor Subsidiary is full and unconditional, joint and several. In lieu thereof, the Parent includes the following:

F-41

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2010
(in thousands)
(unaudited)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	20,476		$	—	$	—	$	—		$	20,476
Accounts receivable, net		—			—			50,248		44,103		—			94,351
Prepaid expenses and other current assets		—			8,262			4,306		500		—			13,068
Total current assets		—			28,738			54,554		44,603		—			127,895
PROPERTY AND EQUIPMENT, NET		—			51,569			135,887		468		—			187,924
OTHER ASSETS
Goodwill		—			41,767			82,411		—		—			124,178
Other intangible assets		—			181			52,671		—		—			52,852
Deferred financing costs, net		—			16,544			—		—		—			16,544
Investment in subsidiaries		(88,335	)		201,005			9,452		—		(122,122	)		—
Investment in joint ventures		—			—			16,815		—		—			16,815
Deposits and other		—			1,228			1,564		—		—			2,792
Total assets	$	(88,335	)	$	341,032		$	353,354	$	45,071	$	(122,122	)	$	529,000
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Intercompany	$	—		$	(119,422	)	$	91,663	$	27,759		—			—
Accounts payable and accrued expenses		—			38,677			26,961		6,918		—			72,556
Due to affiliates		—			—			2,508		942		—			3,450
Current portion of notes payable		—			3,394			5,145		—		—			8,539
Current portion of deferred rent		—			296			358		—		—			654
Obligations under capital leases		—			6,938			4,385		—		—			11,323
Total current liabilities		—			(70,117	)		131,020		35,619		—			96,522
LONG-TERM LIABILITIES
Deferred rent, net of current portion		—			6,258			4,105		—		—			10,363
Deferred taxes		—			—			277		—		—			277
Notes payable, net of current portion		—			475,666			6,268		—		—			481,934
Obligations under capital leases, net of current portion		—			6,037			2,591		—		—			8,628
Other non-current liabilities		—			11,523			8,088		—		—			19,611
Total liabilities		—			429,367			152,349		35,619		—			617,335
EQUITY DEFICIT
Total Radnet, Inc.’s equity deficit		(88,381	)		(88,381	)		200,959		9,406		(121,984	)		(88,381	)
Noncontrolling interests		46			46			46		46		(138	)		46
Total equity deficit		(88,335	)		(88,335	)		201,005		9,452		(122,122	)		(88,335	)
Total liabilities and equity deficit	$	(88,335	)	$	341,032		$	353,354	$	45,071	$	(122,122	)	$	529,000

F-42

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2009
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	10,094		$	—	$	—	$	—		$	10,094
Accounts receivable, net		—			—			47,616		40,209		—			87,825
Prepaid expenses and other current assets		—			5,810			3,978		202		—			9,990
Total current assets		—			15,904			51,594		40,411		—			107,909
PROPERTY AND EQUIPMENT, NET		—			47,777			134,277		517		—			182,571
OTHER ASSETS															—
Goodwill		—			41,462			65,040		—		—			106,502
Other intangible assets		—			224			54,089		—		—			54,313
Deferred financing costs, net		—			8,229			—		—		—			8,229
Investment in subsidiaries		(74,761	)		192,183			9,513		—		(126,935	)		—
Investment in joint ventures		—			—			18,741		—		—			18,741
Deposits and other		—			2,196			210		—		—			2,406
Total assets	$	(74,761	)	$	307,975		$	333,464	$	40,928	$	(126,935	)	$	480,671
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Intercompany	$	—		$	(89,783	)	$	65,904	$	23,879	$	—			—
Accounts payable and accrued expenses		—			32,091			30,827		6,723		—			69,641
Due to affiliates		—			—			6,643		813		—			7,456
Notes payable		—			2,864			4,063		—		—			6,927
Current portion of deferred rent		—			224			336		—		—			560
Obligations under capital leases		—			8,357			5,764		—		—			14,121
Total current liabilities		—			(46,247	)		113,537		31,415		—			98,705
LONG-TERM LIABILITIES
Deferred rent, net of current portion		—			5,437			3,483		—		—			8,920
Deferred taxes		—			—			277		—		—			277
Notes payable, net of current portion		—			405,494			11,205		—		—			416,699
Obligations under capital leases, net of current portion		—			9,153			4,415		—		—			13,568
Other non-current liabilities		—			8,899			8,364		—		—			17,263
Total liabilities		—			382,736			141,281		31,415		—			555,432
EQUITY DEFICIT
Total Radnet, Inc.’s equity deficit		(74,815	)		(74,815	)		192,129		9,459		(126,773	)		(74,815	)
Noncontrolling interests		54			54			54		54		(162	)		54
Total equity deficit		(74,761	)		(74,761	)		192,183		9,513		(126,935	)		(74,761	)
Total liabilities and equity deficit	$	(74,761	)	$	307,975		$	333,464	$	40,928	$	(126,935	)	$	480,671

F-43

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2008
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—		$	—	$	—	$	—		$	—
Accounts receivable, net		—			—			48,612		47,485		—			96,097
Due from affiliates		—			—			103		—		—			103
Prepaid expenses and other current assets		—			7,211			6,237		217		—			13,665
Total current assets		—			7,211			54,952		47,702		—			109,865
PROPERTY AND EQUIPMENT, NET		—			55,048			137,395		661		—			193,104
OTHER ASSETS															—
Goodwill		—			41,362			63,916		—		—			105,278
Other intangible assets		—			321			56,540		—		—			56,861
Deferred financing costs, net		—			10,907			—		—		—			10,907
Investment in subsidiaries		(81,030	)		165,615			9,909		—		(94,494	)		—
Investment in joint ventures		—			—			17,637		—		—			17,637
Deposits and other		—			2,266			164		27		—			2,457
Total assets	$	(81,030	)	$	282,730		$	340,513	$	48,390	$	(94,494	)	$	496,109
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Intercompany	$	—		$	(122,532	)	$	92,161	$	30,371	$	—		$	—
Accounts payable and accrued expenses		—			46,349			27,418		7,408		—			81,175
Due to affiliates		—			—			4,313		702		—			5,015
Notes payable		—			2,955			2,546		—		—			5,501
Current portion of deferred rent		—			152			238		—		—			390
Obligations under capital leases		—			8,502			6,562		—		—			15,064
Total current liabilities		—			(64,574	)		133,238		38,481		—			107,145
LONG-TERM LIABILITIES
Line of credit		—			1,742			—		—		—			1,742
Deferred rent, net of current portion		—			5,035			2,961		—		—			7,996
Deferred taxes		—			—			277		—		—			277
Notes payable, net of current portion		—			405,524			14,211		—		—			419,735
Obligations under capital leases, net of current portion		—			15,511			8,727		—		—			24,238
Other non-current liabilities		—			522			15,484		—		—			16,006
Total liabilities		—			363,760			174,898		38,481		—			577,139
EQUITY DEFICIT
Total Radnet, Inc.’s equity deficit		(81,108	)		(81,108	)		165,537		9,831		(94,260	)		(81,108	)
Noncontrolling interests		78			78			78		78		(234	)		78
Total equity deficit		(81,030	)		(81,030	)		165,615		9,909		(94,494	)		(81,030	)
Total liabilities and equity deficit	$	(81,030	)	$	282,730		$	340,513	$	48,390	$	(94,494	)	$	496,109

F-44

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three Months Ended June 30, 2010
(in thousands)
(unaudited)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations		Consolidated
NET REVENUE	$	—		$	30,547		$	93,970	$	14,434		$	—	$	138,951
OPERATING EXPENSES
Operating expenses		—			26,642			65,963		13,600			—		106,205
Depreciation and amortization		—			3,465			10,376		35			—		13,876
Provision for bad debts		—			1,312			6,523		633			—		8,468
Loss on sale of equipment		—			—			51		—			—		51
Severance costs		—			283			152		—			—		435
Total operating expenses		—			31,702			83,065		14,268			—		129,035
INCOME FROM OPERATIONS		—			(1,155	)		10,905		166			—		9,916
OTHER EXPENSES
Interest expense		—			6,966			5,760		3			—		12,729
Loss on extinguishment of debt		—			9,871			—		—			—		9,871
Other expenses		—			1,150			—		—			—		1,150
Total other expenses		—			17,987			5,760		3			—		23,750
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		—			(19,142	)		5,145		163			—		(13,834	)
Provision for income taxes		—			—			130		(2	)		—		128
Equity in earnings (losses) of consolidated subsidiaries		(11,756	)		7,386			140		—			4,230		—
Equity in earnings of joint ventures		—			—			1,971		—			—		1,971
NET INCOME (LOSS)		(11,756	)		(11,756	)		7,386		161			4,230		(11,735	)
Net income attributable to noncontrolling interests		—			—			—		21			—		21
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(11,756	)	$	(11,756	)	$	7,386	$	140		$	4,230	$	(11,756	)

F-45

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three Months Ended June 30, 2009
(in thousands)
(unaudited)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET REVENUE	$	—		$	31,743		$	86,276		$	13,127		$	—		$	131,146
OPERATING EXPENSES
Operating expenses		—			27,273			60,207			12,236			—			99,716
Depreciation and amortization		—			3,382			9,794			36			—			13,212
Provision for bad debts		—			1,436			6,342			591			—			8,369
Loss on sale of equipment		—			—			277			—			—			277
Severance costs		—			24			289			27			—			340
Total operating expenses		—			32,115			76,909			12,890			—			121,914
INCOME FROM OPERATIONS		—			(372	)		9,367			237			—			9,232
OTHER EXPENSES
Interest expense		—			6,215			6,366			(3	)		—			12,578
Gain on bargin purchase		—			—			(1,387	)		—			—			(1,387	)
Other expenses		—			817			(25	)		—			—			792
Total other expenses		—			7,032			4,954			(3	)		—			11,983
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		—			(7,404	)		4,413			240			—			(2,751	)
Provision for income taxes		—			—			(13	)		—			—			(13	)
Equity in earnings (losses) of consolidated subsidiaries		(336	)		7,068			215			—			(6,947	)		—
Equity in earnings of joint ventures		—			—			2,453			—			—			2,453
NET INCOME (LOSS)		(336	)		(336	)		7,068			240			(6,947	)		(311	)
Net income attributable to noncontrolling interests		—			—			—			25			—			25
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(336	)	$	(336	)	$	7,068		$	215		$	(6,947	)	$	(336	)

F-46

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Six Months Ended June 30, 2010
(in thousands)
(unaudited)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
NET REVENUE	$	—		$	59,207		$	175,864		$	28,058		$	—	$	263,129
OPERATING EXPENSES
Operating expenses		—			52,091			126,389			26,364			—		204,844
Depreciation and amortization		—			6,648			20,433			70			—		27,151
Provision for bad debts		—			2,607			12,307			1,231			—		16,145
Loss on sale of equipment		—			72			83			—			—		155
Severance costs		—			365			202			—			—		567
Total operating expenses		—			61,783			159,414			27,665			—		248,862
INCOME FROM OPERATIONS		—			(2,576	)		16,450			393			—		14,267
OTHER EXPENSES
Interest expense		—			11,084			11,606			6			—		22,696
Loss on extinguishment of debt		—			9,871			—			—			—		9,871
Other expenses		—			1,150			—			—			—		1,150
Total other expenses		—			22,105			11,606			6			—		33,717
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		—			(24,681	)		4,844			387			—		(19,450	)
Provision for income taxes		—			(18	)		(185	)		(3	)		—		(206	)
Equity in earnings (losses) of consolidated subsidiaries		(15,867	)		8,832			341			—			6,694		—
Equity in earnings of joint ventures		—			—			3,832			—			—		3,832
NET INCOME (LOSS)		(15,867	)		(15,867	)		8,832			384			6,694		(15,824	)
Net income attributable to noncontrolling interests		—			—			—			43			—		43
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(15,867	)	$	(15,867	)	$	8,832		$	341		$	6,694	$	(15,867	)

F-47

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Six Months Ended June 30, 2009
(in thousands)
(unaudited)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET REVENUE	$	—		$	62,316		$	170,854		$	25,979	$	—		$	259,149
OPERATING EXPENSES
Operating expenses		—			53,699			118,739			24,291		—			196,729
Depreciation and amortization		—			6,864			19,449			73		—			26,386
Provision for bad debts		—			2,792			12,381			1,170		—			16,343
Loss (gain) on sale of equipment		—			—			303			—		—			303
Severance costs		—			24			330			3		—			357
Total operating expenses		—			63,379			151,202			25,537		—			240,118
INCOME FROM OPERATIONS		—			(1,063	)		19,652			442		—			19,031
OTHER EXPENSES
Interest expense		—			13,141			13,029			1		—			26,171
Gain on bargin purchase		—			—			(1,387	)		—		—			(1,387	)
Other expenses (income)		—			1,014			(596	)		—		—			418
Total other expenses		—			14,155			11,046			1		—			25,202
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		—			(15,218	)		8,606			441		—			(6,171	)
Provision for income taxes		—			(18	)		(32	)		—		—			(50	)
Equity in earnings (losses) of consolidated subsidiaries		(1,178	)		14,058			396			—		(13,276	)		—
Equity in earnings of joint ventures		—			—			5,088			—		—			5,088
NET INCOME (LOSS)		(1,178	)		(1,178	)		14,058			441		(13,276	)		(1,133	)
Net income attributable to noncontrolling interests		—			—			—			45		—			45
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(1,178	)	$	(1,178	)	$	14,058		$	396	$	(13,276	)	$	(1,178	)

F-48

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Year Ended December 31, 2009
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET REVENUE	$	—		$	121,879		$	349,836		$	52,653	$	—		$	524,368
OPERATING EXPENSES
Operating expenses		—			107,512			240,328			49,913		—			397,753
Depreciation and amortization		—			13,457			40,199			144		—			53,800
Provision for bad debts		—			3,676			27,377			1,651		—			32,704
Loss on sale of equipment		—			—			523			—		—			523
Severance costs		—			78			650			3		—			731
Total operating expenses		—			124,723			309,077			51,711		—			485,511
INCOME (LOSS) FROM OPERATIONS		—			(2,844	)		40,759			942		—			38,857
OTHER EXPENSES
Interest expense		—			24,987			24,201			5		—			49,193
Gain on bargin purchase		—			—			(1,387	)		—		—			(1,387	)
Other expenses		—			1,011			228			—		—			1,239
Total other expenses		—			25,998			23,042			5		—			49,045
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		—			(28,842	)		17,717			937		—			(10,188	)
Provision for income taxes		—			(18	)		(425	)		—		—			(443	)
Equity in earnings of consolidated subsidiaries		(2,267	)		26,593			845			—		(25,171	)		—
Equity in earnings of joint ventures		—			—			8,456			—		—			8,456
NET INCOME (LOSS)		(2,267	)		(2,267	)		26,593			937		(25,171	)		(2,175	)
Net income attributable to noncontrolling interests		—			—			—			92		—			92
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET INC. COMMON STOCKHOLDERS	$	(2,267	)	$	(2,267	)	$	26,593		$	845	$	(25,171	)	$	(2,267	)

F-49

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Year Ended December 31, 2008
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET REVENUE	$	—		$	115,311		$	333,871		$	49,633	$	—		$	498,815
OPERATING EXPENSES
Operating expenses		—			104,386			232,938			46,973		—			384,297
Depreciation and amortization		—			15,008			38,396			144		—			53,548
Provision for bad debts		—			3,313			25,975			1,544		—			30,832
Loss (gain) on sale of equipment		—			(749	)		1,265			—		—			516
Severance costs		—			138			197			—		—			335
Total operating expenses		—			122,096			298,771			48,661		—			469,528
INCOME (LOSS) FROM OPERATIONS		—			(6,785	)		35,100			972		—			29,287
OTHER EXPENSES
Interest expense		—			26,686			25,121			4		—			51,811
Other expenses (income)		—			(49	)		(102	)		—		—			(151	)
Total other expenses		—			26,637			25,019			4		—			51,660
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		—			(33,422	)		10,081			968		—			(22,373	)
Provision for income taxes		—			(13	)		(138	)		—		—			(151	)
Equity in earnings of consolidated subsidiaries		(12,836	)		20,917			865			—		(8,946	)		—
Equity in earnings of joint ventures		—			(318	)		10,109			—		—			9,791
NET INCOME (LOSS)		(12,836	)		(12,836	)		20,917			968		(8,946	)		(12,733	)
Net income attributable to noncontrolling interests		—			—			—			103		—			103
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(12,836	)	$	(12,836	)	$	20,917		$	865	$	(8,946	)	$	(12,836	)

F-50

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For The Year Ended December 31, 2007
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET REVENUE	$	—		$	82,279		$	305,304		$	35,993		$	—		$	423,576
OPERATING EXPENSES
Operating expenses		—			80,090			217,571			32,889			—			330,550
Depreciation and amortization		—			13,508			31,624			149			—			45,281
Provision for bad debts		—			2,620			23,630			1,217			—			27,467
Loss (gain) on sale of equipment		—			(10	)		74			8			—			72
Severance costs		—			—			934			—			—			934
Total operating expenses		—			96,208			273,833			34,263			—			404,304
INCOME (LOSS) FROM OPERATIONS		—			(13,929	)		31,471			1,730			—			19,272
OTHER EXPENSES
Interest expense (income)		—			28,480			15,844			(17	)		—			44,307
Gain from sale of joint venture interests		—			—			(1,868	)		—			—			(1,868	)
Other expenses (income)		—			226			(255	)		—			—			(29	)
Total other expenses (income)		—			28,706			13,721			(17	)		—			42,410
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		—			(42,635	)		17,750			1,747			—			(23,138	)
Provision for income taxes		—			(10	)		(325	)		(2	)		—			(337	)
Equity in earnings of consolidated subsidiaries		(18,131	)		24,490			1,606			—			(7,965	)		—
Equity in earnings of joint ventures		—			24			5,920			—			—			5,944
NET INCOME (LOSS)		(18,131	)		(18,131	)		24,951			1,745			(7,965	)		(17,531	)
Net income attributable to noncontrolling interests		—			—			461			139			—			600
NET INCOME (LOSS) ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(18,131	)	$	(18,131	)	$	24,490		$	1,606		$	(7,965	)	$	(18,131	)

F-51

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Six Months Ended June 30, 2010
(in thousands)
(unaudited)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(15,867	)	$	(15,867	)	$	8,832		$	384		$	6,694		$	(15,824	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		—			6,648			20,433			70			—			27,151
Provision for bad debts		—			2,607			12,307			1,231			—			16,145
Equity in (earnings) loss of consolidated subsidiaries		15,867			(8,832	)		(341	)					(6,694	)		—
Distributions from consolidated subsidiaries					—			394			—			(394	)		—
Equity in earnings of joint ventures		—			—			(3,832	)								(3,832	)
Distributions from joint ventures		—			—			5,758			—			—			5,758
Deferred rent amortization		—			892			645			—			—			1,537
Deferred financing cost interest expense		—			1,365			—			—			—			1,365
Amortization of bond discount					51												51
Loss on sale of equipment		—			72			83			—			—			155
Loss on extinguishment of debt		—			9,871			—			—			—			9,871
Stock-based compensation		—			507			1,520			—			—			2,027
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		—			—			(9,873	)		(9,094	)		—			(18,967	)
Other current assets		—			(2,334	)		(357	)		(299	)		—			(2,990	)
Other assets		—			968			(1,354	)		—			—			(386	)
Accounts payable and accrued expenses		—			(23,736	)		15,998			8,173			—			435
Net cash provided by (used in) operating activities		—			(27,788	)		50,213			465			(394	)		22,496
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		—			(1,260	)		(28,549	)		—			—			(29,809	)
Purchase of property and equipment		—			(5,853	)		(14,945	)		(20	)		—			(20,818	)
Purchase of equity interest in joint ventures		—			—			—			—			—			—
Net cash used in investing activities		—			(7,113	)		(43,494	)		(20	)		—			(50,627	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		—			(4,615	)		(6,719	)		—			—			(11,334	)
Repayment of debt		—			(412,000	)		—			—			—			(412,000	)
Proceeds from borrowings		—			482,360			—			—			—			482,360
Deferred financing costs		—			(17,239	)		—			—			—			(17,239	)
Distributions paid to noncontrolling interests		—			—			—			(445	)		394			(51	)
Payments on line of credit		—			—			—			—			—			—
Payments to counterparties of cash flow hedges		—			(3,272	)		—			—			—			(3,272	)
Proceeds from issuance of common stock		—			49			—			—			—			49
Net cash provided by (used in) financing activities		—			45,283			(6,719	)		(445	)		394			38,513
NET INCREASE IN CASH AND CASH EQUIVALENTS		—			10,382			—			—			—			10,382
CASH AND CASH EQUIVALENTS, beginning of period		—			10,094			—			—			—			10,094
CASH AND CASH EQUIVALENTS, end of period	$	—		$	20,476		$	—		$	—		$	—		$	20,476

F-52

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Six Months Ended June 30, 2009
(in thousands)
(unaudited)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1,178	)	$	(1,178	)	$	14,058		$	441		$	(13,276	)	$	(1,133	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		—			6,864			19,449			73			—			26,386
Provision for bad debts		—			2,792			12,381			1,170			—			16,343
Equity in (earnings) loss of consolidated subsidiaries		1,178			(14,058	)		(396	)					13,276			—
Distributions from consolidated subsidiaries					—			698			—			(698	)		—
Equity in earnings of joint ventures		—			—			(5,088	)								(5,088	)
Distributions from joint ventures		—			—			4,363			—			—			4,363
Deferred rent amortization		—			213			161			—			—			374
Deferred financing cost interest expense		—			1,340			—			—			—			1,340
Loss on sale of equipment		—			—			303			—			—			303
Gain on bargain purchase		—			—			(1,387	)		—			—			(1,387	)
Stock-based compensation		—			556			1,668			—			—			2,224
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		—			—			(10,706	)		(3,157	)		—			(13,863	)
Other current assets		—			2,107			108			(4	)		—			2,211
Other assets		—			(366	)		668			26			—			328
Accounts payable and accrued expenses		—			12,763			(14,493	)		2,208			—			478
Net cash provided by (used in) operating activities		—			11,033			21,787			757			(698	)		32,879
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		—			1,258			(2,659	)		—			—			(3,917	)
Purchase of property and equipment		—			(3,090	)		(12,504	)		—			—			(15,594	)
Proceeds from sale of imaging facilities		—			—			650			—			—			650
Purchase of equity interest in joint ventures		—			—			(315	)		—			—			(315	)
Net cash used in investing activities		—			(4,348	)		(14,828	)		—			—			(19,176	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		—			(4,707	)		(6,959	)		—			—			(11,666	)
Distributions paid to noncontrolling interests		—			—			—			(757	)		698			(59	)
Payments on line of credit		—			(336	)		—			—			—			(336	)
Payments to counterparties of cash flow hedges		—			(1,642	)		—			—			—			(1,642	)
Proceeds from issuance of common stock		—			—			—			—			—			—
Net cash provided by (used in) financing activities		—			(6,685	)		(6,959	)		(757	)		698			(13,703	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		—			—			—			—			—			—
CASH AND CASH EQUIVALENTS, beginning of period		—			—			—			—			—			—
CASH AND CASH EQUIVALENTS, end of period	$	—		$	—		$	—		$	—		$	—		$	—

F-53

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Year Ended December 31, 2009
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(2,267	)	$	(2,267	)	$	26,593		$	937		$	(25,171	)	$	(2,175	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		—			13,457			40,199			144			—			53,800
Provision for bad debts		—			3,676			27,377			1,651			—			32,704
Equity in earnings of consolidated subsidiaries		2,267			(26,593	)		(845	)					25,171			—
Distributions from consolidated subsidiaries					—			1,217			—			(1,217	)		—
Equity in earnings of joint ventures		—			—			(8,456	)								(8,456	)
Distributions from joint ventures		—			—			7,667			—			—			7,667
Deferred rent amortization		—			474			620			—			—			1,094
Deferred financing cost interest expense		—			2,678			—			—			—			2,678
Loss on sale of equipment		—			—			523			—			—			523
Gain on bargain purchase		—			—			(1,387	)		—			—			(1,387	)
Amortization of cash flow hedge		—			6,119			—			—			—			6,119
Stock-based compensation		—			902			2,705			—			—			3,607
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		—			—			(24,815	)		383			—			(24,432	)
Other current assets		—			1,405			2,785			16			—			4,206
Other assets		—			70			(45	)		26			—			51
Accounts payable and accrued expenses		—			33,160			(30,717	)		(1,824	)		—			619
Net cash provided by (used in) operating activities		—			33,081			43,421			1,333			(1,217	)		76,618
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		—			(1,258	)		(4,827	)		—			—			(6,085	)
Proceeds from sale of imaging center		—			—			650			—			—			650
Purchase of property and equipment		—			(5,944	)		(24,808	)		—			—			(30,752	)
Proceeds from sale of equipment		—			—			219			—			—			219
Purchase of equity interest in joint ventures		—			—			(315	)		—			—			(315	)
Net cash used in investing activities		—			(7,202	)		(29,081	)		—			—			(36,283	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		—			(9,320	)		(14,340	)		—			—			(23,660	)
Distributions paid to noncontrolling interests		—			—			—			(1,333	)		1,217			(116	)
Payments on line of credit		—			(1,742	)		—			—			—			(1,742	)
Distributions to counterparties of cash flow hedges		—			(4,739	)		—			—			—			(4,739	)
Proceeds from issuance of common stock		—			16			—			—			—			16
Net cash provided by (used in) financing activities		—			(15,785	)		(14,340	)		(1,333	)		1,217			(30,241	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		—			10,094			—			—			—			10,094
CASH AND CASH EQUIVALENTS, beginning of period		—			—			—			—			—			—
CASH AND CASH EQUIVALENTS, end of period	$	—		$	10,094		$	—		$	—		$	—		$	10,094

F-54

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Year Ended December 31, 2008
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(12,836	)	$	(12,836	)	$	20,917		$	968		$	(8,946	)	$	(12,733	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		—			15,008			38,396			144			—			53,548
Provision for bad debts		—			3,313			25,975			1,544			—			30,832
Equity in earnings of consolidated subsidiaries		12,836			(20,917	)		(865	)		—			8,946			—
Distributions from consolidated subsidiaries					—			2,170			—			(2,170	)		—
Equity in earnings of joint ventures		—			318			(10,109	)		—						(9,791	)
Distributions from joint ventures		—			—			7,982			—			—			7,982
Deferred rent amortization		—			1,256			2,258			—			—			3,514
Deferred financing cost interest expense		—			2,567			—			—			—			2,567
Loss (gain) on sale of equipment		—			(749	)		1,265			—			—			516
Gain on settlement of debt		—			(47	)		—			—			—			(47	)
Stock-based compensation		—			726			2,176			—			—			2,902
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		—			—			(23,568	)		(12,729	)		—			(36,297	)
Other current assets		—			(2,093	)		383			195			—			(1,515	)
Other assets		—			994			(284	)		(26	)		—			684
Accounts payable and accrued expenses		—			8,119			(17,154	)		12,305			—			3,270
Net cash provided by (used in) operating activities		—			(4,341	)		49,542			2,401			(2,170	)		45,432
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		—			(8,290	)		(20,569	)		—			—			(28,859	)
Purchase of property and equipment		—			(8,800	)		(20,399	)		—			—			(29,199	)
Proceeds from sale of equipment		—			1,678			1,283			—			—			2,961
Purchase of equity interest in joint ventures		—			—			(938	)		—			—			(938	)
Net cash used in investing activities		—			(15,412	)		(40,623	)		—			—			(56,035	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		—			(8,963	)		(10,149	)		—			—			(19,112	)
Proceeds from borrowings on notes payable		—			35,000			—			—			—			35,000
Proceeds from borrowings upon refinancing		—			—			1,212			—			—			1,212
Deferred financing costs		—			(4,277	)		—			—			—			(4,277	)
Distributions paid to noncontrolling interests		—			—			—			(2,401	)		2,170			(231	)
Payments on line of credit		—			(2,480	)		—			—			—			(2,480	)
Proceeds from issuance of common stock		—			473			—			—			—			473
Net cash provided by (used in) financing activities		—			19,753			(8,937	)		(2,401	)		2,170			10,585
NET DECREASE IN CASH AND CASH EQUIVALENTS		—			—			(18	)		—			—			(18	)
CASH AND CASH EQUIVALENTS, beginning of period		—			—			18			—			—			18
CASH AND CASH EQUIVALENTS, end of period	$	—		$	—		$	—		$	—		$	—		$	—

F-55

RADNET, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Year Ended December 31, 2007
(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(18,131	)	$	(18,131	)	$	24,951		$	1,745		$	(7,965	)	$	(17,531	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		—			13,508			31,624			149			—			45,281
Provision for bad debts		—			2,620			23,630			1,217			—			27,467
Equity in earnings of consolidated subsidiaries		18,131			(24,490	)		(1,606	)		—			7,965			—
Distributions from consolidated subsidiaries		—			—			2,205			—			(2,205	)		—
Equity in earnings of joint ventures		—			(24	)		(5,920	)		—			—			(5,944	)
Distributions from joint ventures		—			—			6,464			—			—			6,464
Deferred rent amortization		—			540			497			—			—			1,037
Deferred financing cost interest expense		—			1,612			20			—			—			1,632
Loss (gain) on sale of equipment		—			(10	)		74			8			—			72
Gain from sale of joint venture interests		—			—			(1,868	)		—			—			(1,868	)
Stock-based compensation		—			828			2,485			—			—			3,313
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		—			—			(16,286	)		(26,637	)		—			(42,923	)
Other current assets		—			(2,381	)		6,535			242			—			4,396
Other assets		—			(724	)		604			708			—			588
Accounts payable and accrued expenses		—			21,552			(41,934	)		23,719			—			3,337
Net cash provided by (used in) operating activities		—			(5,100	)		31,475			1,151			(2,205	)		25,321
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		—			(6,735	)		(11,730	)		—			—			(18,465	)
Purchase of property and equipment		—			(7,256	)		(19,951	)		—			—			(27,207	)
Proceeds from sale of equipment		—			—			845			—			—			845
Proceeds from sale of joint venture interests		—			—			2,260			—			—			2,260
Adjustment to purchase of Radiologix, net of cash acquired		—			—			(370	)		—			—			(370	)
Proceeds from the divestiture of imaging centers		—			—			1,625			—			—			1,625
Purchase of covenant not to compete contract		—			—			(250	)		—			—			(250	)
Payments collected on notes receivable		—			—			111			—			—			111
Purchase of equity interest in joint ventures		—			—			(4,413	)		—			—			(4,413	)
Net cash used in investing activities		—			(13,991	)		(31,873	)		—			—			(45,864	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		—			(5,931	)		(4,467	)		—			—			(10,398	)
Proceeds from borrowings on notes payable		—			29,200			3,937			—			—			33,137
Deferred financing costs		—			(1,351	)		—			—			—			(1,351	)
Distributions paid to noncontrolling interests		—			—			(1,024	)		(2,400	)		2,205			(1,219	)
Payments on line of credit		—			(3,787	)		—			—			—			(3,787	)
Proceeds from issuance of common stock		—			958			—			—			—			958
Net cash provided by (used in) financing activities		—			19,089			(1,554	)		(2,400	)		2,205			17,340
NET DECREASE IN CASH AND CASH EQUIVALENTS		—			(2	)		(1,952	)		(1,249	)		—			(3,203	)
CASH AND CASH EQUIVALENTS, beginning of period		—			2			1,970			1,249			—			3,221
CASH AND CASH EQUIVALENTS, end of period	$	—		$	—		$	18		$	—		$	—		$	18

F-56

Radnet Management, Inc.

Offer to Exchange

$200,000,000 aggregate principal amount of its 10 3/8% Senior Notes due 2018, which have been registered under the Securities Act of 1933, for any and all of its outstanding 10 3/8% Senior Notes due 2018.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions or otherwise.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

(a) Delaware Registrants

RadNet, Inc., Advanced Imaging Partners, Inc., Community Imaging Partners, Inc., Delaware Imaging Partners, Inc., Diagnostic Imaging Services, Inc., Ide Imaging Partners, Inc., Mid Rockland Imaging Partners, Inc., Radiologix, Inc., Radiology and Nuclear Medicine Imaging Partners, Inc. and Treasure Coast Imaging Partners, Inc. are each incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

In accordance with these provisions, the certificate of incorporation and the bylaws of RadNet, Inc. provide for indemnification of any person who is or was a director or officer of the corporation, to the fullest extent permitted by the DGCL, as amended from time to time. Each of the bylaws of Advanced Imaging Partners, Inc., Community Imaging Partners, Inc., Delaware Imaging Partners, Ide Imaging Partners, Inc., Mid Rockland Imaging Partners, Inc., Radiology and Nuclear Medicine Imaging Partners, Inc. and Treasure Coast Imaging Partners, Inc. provides for indemnification of any person who is or was a director or officer of the corporation, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time. The certificate of incorporation and the bylaws of Diagnostic Imaging Services, Inc. provide for indemnification of any person who is or was a director or officer of the corporation to the fullest extent permitted by the DGCL, as amended from time to time. The certificate of incorporation and the bylaws of Radiologix, Inc. provide for indemnification of any person who is or was a director or officer of the corporation, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time.

(b) California Registrants

Radnet Management, Inc., Radnet Managed Imaging Services, Inc., Radnet Management I, Inc., Radnet Management II, Inc., Radnet Sub, Inc., FRI II, Inc., FRI, Inc., Pacific Imaging Partners, Inc., Rolling Oaks Imaging Corporation, Rolling Oaks Radiology, Inc., SoCal MR Site Management, Inc. and Valley Imaging Partners, Inc. are each incorporated under the laws of California.

Section 204(a)(11) of the California Corporations Code permits a corporation’s articles of incorporation to limit a director’s liability to a company or its shareholders but with respect to the following items: (1) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (2) acts or omissions that a director believes to be contrary to the best interests of the company or its shareholders or that involve the absence of good faith on the part of the director, (3) any transaction from which a director derived an improper personal benefit, (4) acts or omissions that show a reckless disregard for the director’s duty to the company or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of a serious injury to the company or its shareholders, (5) acts or omissions that constitute an unexcused pattern of inattention that amounts to an

II-1

abdication of the director’s duty to the company or its shareholders, (6) contracts or transactions between the company and a director within the scope of Section 310 of the Corporations Code or (7) improper dividends, loans and guarantees under Section 316 of the Corporations Code. The limitation of liability does not affect the availability of injunctions and other equitable remedies available to the California Corporations’ shareholders for any violation by a director of the director’s fiduciary duty to the California Corporations or their shareholders.

Section 204(a)(11) of the California Corporations Code permits a corporation to authorize, whether by bylaw, agreement, or otherwise, the indemnification of agents (as defined in Section 317 of the California Corporations Code) in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders, provided, however, that the provision may not provide for indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in the exception to paragraph (10) or as to circumstances in which indemnity is expressly prohibited by Section 317 of the California Corporations Code.

Section 317 of the California Corporations Code authorizes a court to award, or a corporation’s board of directors to grant, indemnity to any agent of the corporation under certain circumstances and subject to certain limitations.

In accordance with these provisions, the articles of incorporation of Radnet Management, Inc. authorize the indemnification of officers and directors through bylaw provisions. The bylaws of Radnet Management, Inc. provide for indemnification of directors and officers and former directors and officers subject only to the limitations set forth in Sections 204 and 317 of the Corporations Code. The articles of incorporation and bylaws of each of Radnet Managed Imaging Services, Inc., Radnet Management I, Inc., Radnet Management II, Inc., Radnet Sub, Inc., FRI II, Inc., FRI, Inc. and SoCal MR Site Management, Inc. provide for indemnification of officers and directors. The articles of incorporation and bylaws of each of Pacific Imaging Partners, Inc. and Valley Imaging Partners, Inc. provide for indemnification of officers and directors to the fullest extent permissible under the California Corporations Code. The articles of incorporation and bylaws of each of Rolling Oaks Imaging Corporation and Rolling Oaks Radiology, Inc. provide for indemnification of any person who is or was an agent of the corporation and of all persons acting in the capacity of director, subject to the limitations required by Section 204(a)(10-11) of the California Corporations Code.

(c) Florida Registrants

Questar Imaging, Inc., Questar Los Alamitos, Inc. and Questar Victorville, Inc. are each incorporated under the laws of Florida.

Section 607.0831 of the Florida Business Corporation Act (the “FBCA”) provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision or failure to act by the director, regarding corporate management or policy, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (1) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (2) a transaction from which the director derived an improper personal benefit; (3) a circumstance under which the liability provisions of Section 607.0834 of the FBCA (relating to the liability of the directors for improper distributions) are applicable; (4) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders or (5) recklessness or an act or omission in bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.

Section 607.0850 of the FBCA authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such

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proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

The FBCA requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys’ fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not permitted.

In accordance with these provisions, the articles of incorporation Questar Imaging, Inc. provide for indemnification of any officer or director, or former officer or director, to the fullest extent permitted by law. The articles of incorporation and bylaws of each of Questar Los Alamitos, Inc. and Questar Victorville, Inc. provide for indemnification of any officer or director, or former officer or director, to the fullest extent permitted by law.

(d) New Jersey Registrants

New Jersey Imaging Partners, Inc. and Health Diagnostics of New Jersey, LLC are organized under the laws of the State of New Jersey.

Section 14A:3-5(2) of the New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a corporate agent (generally defined as any person who is or was a director, officer, employee or agent of the corporation or of any constituent corporation absorbed by the corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the corporation or the legal representative of any such director, officer, trustee, employee or agent) against his or her expenses and liabilities in connection with any proceeding involving such corporate agent by reason of his or her being or having been a corporate agent, other than derivative actions, if (i) he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Under Section 14A:3-5(3) of the New Jersey Business Corporation Act, a similar standard of care is applicable in the case of derivative actions, except no indemnification may be provided in respect of any derivative action as to which the corporate agent is adjudged to be liable to the corporation, unless (and only to the extent that) the Superior Court of the State of New Jersey (or the court in which the proceeding was brought) determines upon application that the corporate agent is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 14A:3-5(4) of the New Jersey Business Corporation Act requires a New Jersey corporation to indemnify a corporate agent for his or her expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to above, or in defense of any claim, issue or matter therein. Except as required by the previous sentence, under Section 14A:3-5(11) of the New Jersey Business Corporation Act, no indemnification may be made or expenses advanced, and none may be ordered by a court, if such indemnification or advancement would be inconsistent with (i) a provision of the corporation’s certificate of incorporation, (ii) its by-laws, (iii) a resolution of the board of directors or of the corporation’s shareholders, (iv) an agreement to which the corporation is a party or (v) other proper corporate action (in effect at the time of the accrual of the alleged cause of action asserted in the proceeding) that prohibits, limits or otherwise conditions the exercise of indemnification powers by the corporation or the rights of indemnification to which a corporate agent may be entitled.

Under Section 14A:3-5(6) of the New Jersey Business Corporation Act, expenses incurred by a director, officer, employee or other agent in connection with a proceeding may, except as described in the immediately preceding paragraph, be paid by the corporation before the final disposition of the proceeding as authorized by the board of directors upon receiving an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified.

Under Section 14A:3-5(8) of the New Jersey Business Corporation Act, the power to indemnify and advance expenses under the New Jersey Business Corporation Act does not exclude other rights, including the

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right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a corporate agent may be entitled to under a certificate of incorporation, bylaw, agreement, vote of shareholders or otherwise. However, no indemnification may be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that his or her acts or omissions were in breach of his or her duty of loyalty to the corporation or its shareholders, were not in good faith or involved a knowing violation of the law, or resulted in the receipt by such person of an improper personal benefit.

In accordance with these provisions, the bylaws of New Jersey Imaging Partners, Inc. provides for indemnification of any person who is or was a director or officer of the corporation.

Section 42:2B-10 of the New Jersey Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in a limited liability company’s operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

In accordance with this provision, the operating agreement of Health Diagnostics of New Jersey, LLC provides for indemnification of any person who is a member, officer or director of the corporation.

(e) Maryland Registrant

Advanced Radiology, LLC is organized under the laws of the State of Maryland.

Section §4A-203 of the Maryland Limited Liability Company Act provides that unless otherwise provided by law or its articles of organization, a limited liability company has the general powers, whether or not set forth in its articles of organization, to indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement.

The Articles of Organization of Advanced Radiology, LLC is silent on indemnification. The Amended and Restated Operating Agreement of Advanced Radiology, LLC provides for indemnification of managers from and against all claims, liabilities and expenses arising out of any management of the affairs of the company, but excluding those caused by the gross negligence or willful misconduct of the manager, subject to all limitations and requirements imposed by the Maryland Limited Liability Company Act.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

Pursuant to Rule 411 of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act, the list of exhibits is incorporated herein by reference to the Exhibit Index filed as part of this registration statement, following the signature pages.

(b) Financial Statement Schedules

Schedules — The following financial statement schedules are filed herewith:

Schedule II — Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

II-4

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of RadNet, Inc.

We have audited the consolidated financial statements of RadNet, Inc. as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, and have issued our report thereon dated March 15, 2010, except Note 17 as to which the date is August 27, 2010, included elsewhere in this Registration Statement and Prospectus. Our audits also included the financial statement schedule listed in Item 21(b) of this Registration Statement and Prospectus. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this schedule based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Los Angeles, California

March 15, 2010

RADNET, INC. AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

	Balance at Beginning of Year		Charges Against Income		Deductions from Reserve			Balance at End of Year
Year Ended December 31, 2009 Accounts Receivable-Allowance for Bad Debts	$	12,065	$	32,704	$	(31,818	)	$	12,951
Year Ended December 31, 2008 Accounts Receivable-Allowance for Bad Debts	$	11,571	$	30,832	$	(30,338	)	$	12,065
Year Ended December 31, 2007 Accounts Receivable-Allowance for Bad Debts	$	8,486	$	27,467	$	(24,382	)	$	11,571

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amend) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

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(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each of the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its or their securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b) 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Radnet Management, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JOHN V. CRUES, III, M.D. JOHN V. CRUES, III, M.D.	Vice President and Secretary	August 27, 2010

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

RadNet, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Executive Officer and Director	August 27, 2010
/S/ MARK D. STOLPER MARK D. STOLPER	Chief Financial Officer (Principal Accounting Officer)	August 27, 2010
/S/ MARVIN S. CADWELL MARVIN S. CADWELL	Director	August 27, 2010
/S/ JOHN V. CRUES, III, M.D. JOHN V. CRUES, III, M.D.	Director	August 27, 2010
/S/ NORMAN R. HAMES NORMAN R. HAMES	Director	August 27, 2010
/S/ DAVID L. SWARTZ DAVID L. SWARTZ	Director	August 27, 2010
/S/ LAWRENCE L. LEVITT LAWRENCE L. LEVITT	Director	August 27, 2010
/S/ MICHAEL L. SHERMAN, M.D. MICHAEL L. SHERMAN, M.D.	Director	August 27, 2010

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Radnet Managed Imaging Services, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President, Chief Financial Officer and Secretary

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer, Secretary and Director	August 27, 2010

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Radnet Management I, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ NORMAN R. HAMES NORMAN R. HAMES	Secretary	August 27, 2010

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Radnet Management II, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ NORMAN R. HAMES NORMAN R. HAMES	Secretary	August 27, 2010

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Radnet Sub, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ NORMAN R. HAMES NORMAN R. HAMES	Secretary	August 27, 2010

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

FRI II, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Secretary	August 27, 2010

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

FRI, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ NORMAN R. HAMES NORMAN R. HAMES	Secretary	August 27, 2010

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Pacific Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Rolling Oaks Imaging Corporatin

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Rolling Oaks Radiology, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

SoCal MR Site Management, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ NORMAN R. HAMES NORMAN R. HAMES	Secretary	August 27, 2010

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Valley Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Advanced Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Community Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Delaware Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Diagnostic Imaging Services, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: Vice President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	Vice President, Chief Financial Officer and Director	August 27, 2010
/S/ NORMAN R. HAMES NORMAN R. HAMES	President and Secretary	August 27, 2010

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Ide Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Mid Rockland Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Radiologix, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Radiology and Nuclear Medicine Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Treasure Coast Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Questar Imaging, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Questar Los Alamitos, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Questar Victorville, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

New Jersey Imaging Partners, Inc.

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President, Chief Financial Officer and Director	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Health Diagnostics of New Jersey, LLC

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President and Chief Financial Officer	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on August 27, 2010.

Advanced Radiology, LLC

By: /S/ HOWARD G. BERGER, M.D.

Name: HOWARD G. BERGER, M.D.
Title: President and Chief Financial Officer

SIGNATURES AND POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Howard G. Berger, M.D., Jeffrey L. Linden and Mark D. Stolper, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/S/ HOWARD G. BERGER, M.D. HOWARD G. BERGER, M.D.	President and Chief Financial Officer	August 27, 2010
/S/ JEFFREY L. LINDEN JEFFREY L. LINDEN	Vice President and Secretary	August 27, 2010

II-34

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	Incorporated by Reference to
2.1	Agreement and Plan of Merger, dated as of July 6, 2006, by and among Primedex, Radiologix, Radnet Management, Inc. and Merger Sub	(E)
2.2	Agreement and Plan of Merger and Reorganization, dated as of September 3, 2008	(I)
3.1	Certificate of Incorporation of RadNet, Inc., a Delaware corporation	(I)
3.2	Certificate of Amendment to Certificate of Incorporation of RadNet, Inc., a Delaware corporation, dated September 2, 2008	(I)
3.3	Bylaws of RadNet, Inc., a Delaware corporation	(I)
3.4	Articles of Incorporation of Radnet Management, Inc., a California corporation	(L)
3.5	Bylaws of Radnet Management, Inc., a California corporation	(L)
3.6	Articles of Incorporation of Radnet Managed Imaging Services, Inc., a California corporation	(L)
3.7	Bylaws of Radnet Managed Imaging Services, Inc., a California corporation	(L)
3.8	Articles of Incorporation of Radnet Management I, Inc., a California corporation	(L)
3.9	Bylaws of Radnet Management I, Inc., a California corporation	(L)
3.10	Articles of Incorporation of Radnet Management II, Inc., a California corporation	(L)
3.11	Bylaws of Radnet Management II, Inc., a California corporation	(L)
3.12	Articles of Incorporation of Radnet Sub, Inc., a California corporation	(L)
3.13	Bylaws of Radnet Sub, Inc., a California corporation	(L)
3.14	Articles of Incorporation of FRI II, Inc., a California corporation	(L)
3.15	Bylaws of FRI II, Inc., a California corporation	(L)
3.16	Articles of Incorporation of FRI, Inc., a California corporation	(L)
3.17	Bylaws of FRI, Inc., a California corporation	(L)
3.18	Articles of Incorporation of Pacific Imaging Partners, Inc., a California corporation	(L)
3.19	Bylaws of Pacific Imaging Partners, Inc., a California corporation	(L)
3.20	Articles of Incorporation of Rolling Oaks Imaging Corporation, a California corporation	(L)
3.21	Bylaws of Rolling Oaks Imaging Corporation, a California corporation	(L)
3.22	Articles of Incorporation of Rolling Oaks Radiology, Inc., a California corporation	(L)
3.23	Bylaws of Rolling Oaks Radiology, Inc., a California corporation	(L)
3.24	Articles of Incorporation of SoCal MR Site Management, Inc., a California corporation	(L)
3.25	Bylaws of SoCal MR Site Management, Inc., a California corporation	(L)
3.26	Articles of Incorporation of Valley Imaging Partners Inc., a California corporation	(L)
3.27	Bylaws of Valley Imaging Partners Inc., a California corporation	(L)
3.28	Certificate of Incorporation of Advanced Imaging Partners, Inc., a Delaware corporation	(L)
3.29	Bylaws of Advanced Imaging Partners, Inc., a Delaware corporation	(L)
3.30	Certificate of Incorporation of Community Imaging Partners, Inc., a Delaware corporation	(L)
3.31	Bylaws of Community Imaging Partners, Inc., a Delaware corporation	(L)

Exhibit No.	Description of Exhibit	Incorporated by Reference to
3.32	Certificate of Incorporation of Delaware Imaging Partners, Inc., a Delaware corporation	(L)
3.33	Bylaws of Delaware Imaging Partners, Inc., a Delaware corporation	(L)
3.34	Certificate of Incorporation of Diagnostic Imaging Services, Inc., a Delaware corporation	(L)
3.35	Bylaws of Diagnostic Imaging Services, Inc., a Delaware corporation	(L)
3.36	Certificate of Incorporation of Ide Imaging Partners, Inc., a Delaware corporation	(L)
3.37	Bylaws of Ide Imaging Partners, Inc., a Delaware corporation	(L)
3.38	Certificate of Incorporation of Mid Rockland Imaging Partners, Inc., a Delaware corporation	(L)
3.39	Bylaws of Mid Rockland Imaging Partners, Inc., a Delaware corporation	(L)
3.40	Certificate of Incorporation of Radiologix, Inc., a Delaware corporation	(L)
3.41	Bylaws of Radiologix, Inc., a Delaware corporation	(L)
3.42	Certificate of Incorporation of Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware corporation	(L)
3.43	Bylaws of Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware corporation	(L)
3.44	Certificate of Incorporation of Treasure Coast Imaging Partners, Inc., a Delaware corporation	(L)
3.45	Bylaws of Treasure Coast Imaging Partners, Inc., a Delaware corporation	(L)
3.46	Articles of Incorporation of Questar Imaging, Inc, a Florida corporation	(L)
3.47	Bylaws of Questar Imaging, Inc., a Florida corporation	(L)
3.48	Articles of Incorporation of Questar Los Alamitos, Inc., a Florida corporation	(L)
3.49	Bylaws of Questar Los Alamitos, Inc., a Florida corporation	(L)
3.50	Articles of Incorporation of Questar Victorville, Inc., a Florida corporation	(L)
3.51	Bylaws of Questar Victorville, Inc., a Florida corporation	(L)
3.52	Certificate of Incorporation of New Jersey Imaging Partners, Inc., a New Jersey corporation	(L)
3.53	Bylaws of New Jersey Imaging Partners, Inc., a New Jersey corporation	(L)
3.54	Articles of Organization of Advanced Radiology, LLC, a Maryland limited liability company	(L)
3.55	Amended and Restated Operating Agreement of Advanced Radiology, LLC, a Maryland limited liability company	(L)
3.56	Certificate of Formation of Health Diagnostics of New Jersey, LLC, a New Jersey limited liability company	(L)
3.57	Operating Agreement of Health Diagnostics of New Jersey, LLC, a New Jersey limited liability company	(L)
4.1	Indenture, dated as of April 6, 2010, by and among Radnet Management, Inc., RadNet, Inc. the subsidiary guarantors thereunder, and U.S. Bank, National Association, as Trustee	(K)
4.2	Form of Exchange Note (included in Exhibit 4.1)	(K)
4.3	Form of 10 3/8% Note (included in Exhibit 4.1)	(K)

Exhibit No.	Description of Exhibit	Incorporated by Reference to
4.4	Registration Rights Agreement, dated April 6, 2010, by and among Radnet Management, Inc., RadNet, Inc., the subsidiary guarantors thereunder, and Deutsche Bank Securities Inc. and Barclays Capital Inc., as representatives of the initial purchasers	(K)
4.5	Supplemental Indenture, dated as of July 6, 2010, by and between Advanced Radiology, LLC and U.S. Bank, National Association, as Trustee	(L)
4.6	Supplemental Indenture, dated as of August 19, 2010 by and between Health Diagnostics of New Jersey, LLC and U.S. Bank, National Association, as Trustee	(L)
5.1	Opinion of Sheppard, Mullin, Richter & Hampton LLP	(L)
5.2	Opinion of Akerman Senterfitt	(L)
5.3	Opinion of Lowenstein Sandler PC	(L)
10.1	Credit and Guaranty Agreement, dated April 6, 2010, by and among Radnet Management, Inc., RadNet, Inc., the guarantors thereunder, General Electric Capital Corporation, Deutsche Bank Securities, Inc., RBC Capital Markets and Barclays Bank PLC	(K)
10.2	Pledge and Security Agreement, dated April 6, 2010, by and among Radnet Management, Inc., RadNet, Inc., the guarantors thereunder, and Barclays Bank PLC	(K)
10.3	Form of Trademark Security Agreement, dated April 6, 2010, by and among the guarantors thereunder and Barclays Bank PLC (filed as an exhibit to the Pledge and Security Agreement, dated April 6, 2010, by among the guarantors thereunder and Barclays Bank PLC)	(K)
10.4	2000 Incentive Stock Option Plan (as amended)*	(C)
10.5	2006 Equity Incentive Plan*	(E)
10.6	First Amendment to the 2006 Equity Incentive Plan*	(G)
10.7	Form of Warrant recharacterized as under the 2006 Equity Incentive plan – Form A	(G)
10.8	Form of Warrant recharacterized as under the 2006 Equity Incentive plan – Form B	(G)
10.9	Form of Indemnification Agreement between the registrant and each of its officers and directors*	(H)
10.10	Employment Agreement dated as of June 12, 1992 between RadNet and Howard G. Berger, M.D.	(A)
	and amendment to agreement.*	(D)
10.11	Employment Agreement dated April 16, 2001, with Jeffrey L. Linden	(B)
	and amendment to agreement*	(D)
10.12	Employment Agreement with Norman R. Hames dated May 1, 2001	(B)
	and amendment to agreement*	(D)
10.13	Employment Agreement with Mark Stolper effective January 1, 2009*	(J)
10.14	Retention Agreement with Stephen Forthuber dated November 15, 2006*	(F)
10.15	Amended and Restated Management and Service Agreement between Radnet Management, Inc. and Beverly Radiology Medical Group III dated January 1, 2004	(C)
11.1	Statement re computation of per Share Earnings (incorporated by reference to Note 2 of the Consolidated Financial Statements filed herewith)	(L)
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges	(L)
21.1	Subsidiaries of the Registrant	(L)

Exhibit No.	Description of Exhibit	Incorporated by Reference to
23.1	Consent of Sheppard, Mullin, Richter & Hampton LLP (included as part of its opinion filed as Exhibit 5.1 hereto)	(L)
23.2	Consent of Akerman Senterfitt (included as part of its opinion filed as Exhibit 5.2 hereto)	(L)
23.3	Consent of Lowenstein Sandler PC (included as part of its opinion filed as Exhibit 5.3 hereto)	(L)
23.4	Consent of Ernst & Young LLP	(L)
24.1	Power of Attorney (included on signature pages)	(M)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to the indenture governing the notes	(L)
99.1	Form of Letter of Transmittal	(L)
99.2	Form of Notice to Clients	(L)
99.3	Form of Letter to Brokers, Dealers, Commercial banks, Trust Companies and other Nominees	(L)
99.4	Form of Notice of Guaranteed Delivery	(L)

* Management contract or compensatory plan or arrangement.

** To be filed by amendment.

(A) Incorporated by reference to exhibit filed in an amendment to Form 8-K report for June 12, 1992.

(B) Incorporated by reference to exhibit filed with the Form 10-K for the year ended October 31, 2001.

(C) Incorporated by reference to exhibit filed with the Form 10-K for the year ended October 31, 2003.

(D) Incorporated by reference to exhibit filed with the Form 10-Q for the quarter ended January 31, 2004.

(E) Incorporated by reference to exhibit filed with Registrant’s Registration Statement on Form S-4
(File No. 333-136800).

(F) Incorporated by reference to exhibit filed with Form 10-K/T for December 31, 2006.

(G) Incorporated by reference to exhibit filed with Form 10-Q for the quarter ended June 30, 2008.

(H) Incorporated by reference to exhibit filed with Form 10-Q for the quarter ended March 31, 2008.

(I) Incorporated by reference to exhibit filed with Form 8-K for September 4, 2008.

(J) Incorporated by reference to exhibit filed with Form 10-K for December 31, 2009.

(K) Incorporated by reference to the Form 8-K filed on April 6, 2010.

(L) Filed herewith.

(M) Included on signature page.

EX-3.5

BYLAWS

OF

CCC FRANCHISING ACQUISITION CORP. II,

a California corporation

ARTICLE I

Applicability

Section 1. Applicability of Bylaws. These Bylaws govern, except as otherwise provided by statute or its Articles of Incorporation, the management of the business and the conduct of the affairs of the Corporation.

ARTICLE II

Offices

Section 1. Principal Offices. The Board of Directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the Corporation has one or more business offices in this state, the Board of Directors shall designate a principal business office in the State of California.

Section 2. Change in Location or Number of Offices. The Board of Directors may change any office from one location to another or eliminate any office or offices.

ARTICLE III

Meetings of Shareholders

Section 1. Place of Meetings. Meetings of the shareholders shall be held at any place within or without the state of California designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation.

Section 2. Annual Meetings. An annual meeting of the shareholders shall be held within 180 days following the end of the fiscal year of the Corporation at a date and time designated by the Board of Directors. Directors shall be elected at each annual meeting and any other proper business may be transacted thereat.

 EXHIBIT B

 

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Section 3. Special Meetings.

(a) Special meetings of the shareholders may be called by the Board of Directors, the Chairman of the Board and the President or by the shareholders upon the request of the holders of shares entitled to cast not less than 10 percent of the votes at such meeting.

(b) Any request for the calling of a special meeting of the shareholders shall (1) be in writing, (2) specify the date and time thereof, which date shall be not less than 35 nor more than 60 days after receipt of the request, (3) specify the general nature of the business to be transacted thereat and (4) be given either personally or by first-class mail, postage prepaid, or other means of written communication to the Chairman of the Board, President, any Vice president or Secretary of the Corporation. The officer receiving a proper request to call a special meeting of the shareholders shall cause notice to be given pursuant to the provisions of section 4 of this Article III to the shareholders entitled to vote thereat that a meeting will be held at the date and time specified by the person or persons calling the meeting. If notice is not given within 20 days of the receipt of the request, the shareholders making the request may give notice of such meeting so long as the notice given complies with the other provisions of this subsection.

(c) No business may be transacted at a special meeting unless the general nature thereof was stated in the notice of such meeting.

Section 4. Notice of Annual, Special or Adjourned Meetings.

(a) Whenever any meeting of the shareholders is to be held, a written notice of such meeting shall be given in the manner described in subdivision (d) of this section not less than 10 nor more than 60 days before the date thereof to each shareholder entitled to vote thereat. The notice shall state the place, date and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted or (2) in the case of the annual meeting, those matters which the Board of Directors, at the time of the giving of the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, management intends to present for election.

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(b) Any proper matter may be presented at an annual meeting for action. However, any action to approve (1) a contract or transaction in which a director has a direct or indirect financial interest under section 310 of the California Corporations Code (the "Code"), (2) an amendment of the Articles of Incorporation under section 902 of the Code, (3) a reorganization of the Corporation under section 1201 of the Code, (4) a voluntary dissolution of the Corporation under Section 1900 of the Code, or (5) a distribution in dissolution (other than in accordance with the rights of outstanding preferred shares) under Section 2007 of the Code may be taken only if the notice of the meeting states the general nature of the matter to be approved.

(c) Notice need not be given of an adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than 45 days or if after the adjournment a new record date is provided for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at that meeting.

(d) Notice of any meeting of the shareholders shall be given personally, by first class mail, or by telegraph or other written communication, addressed to the shareholder at his address appearing on the books of the corporation or given by him to the Corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice shall be deemed to have been given at the time when delivered personally to the recipient, deposited in the mail, delivered to a common carrier for transmission to the recipient or sent by other means of written communication. An affidavit of the mailing or other means of giving notice may be executed by the Secretary, assistant secretary or any transfer agent of the Corporation giving the notice and shall be prima facie evidence of the giving of the notice. Such affidavits shall be filed and maintained in the minute books of the Corporation.

(e) If any notice or report addressed to the shareholder at his address appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon his written demand at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.

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Section 5. Record Date.

(a) The Board of Directors may fix a time in the future as a record date for determination of the shareholders who are (1) entitled to receive notice of any meeting or to vote thereat, (2) entitled to give written consent to any corporate action without a meeting, (3) entitled to receive payment of any dividend or other distribution or allotment of any rights or (4) entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall be not more than 60 or less than 10 days prior to the date of any meeting of the shareholders, or more than 60 days prior to any other action.

(b) In the event no record date is fixed:

(1) The record date for determining the shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(2) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given.

(3) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

(c) Notwithstanding any transfer of any shares on the books of the Corporation after the record date, only shareholders of record on the close of business on the record date are entitled to receive notice and to vote, to give written consent, to receive a dividend, distribution or allotment of rights or to exercise rights, as the case may be.

(d) A determination of shareholders of record entitled to receive notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

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Section 6. Quorum.

(a) A majority of the shares entitled to vote at a meeting of the shareholders, represented in person or by proxy, shall constitute a quorum for the transaction of business thereat.

(b) The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. Adjournment. Any meeting of the shareholders may be adjourned from time to time whether or not a quorum is present by the vote of a majority of the shares represented thereat either in person or by proxy. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 8. Validation of Actions Taken at Defectively Called, Noticed or Held Meetings.

(a) The transactions of any meeting of the shareholders, however called and noticed and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote thereat, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. Any written waiver of notice shall comply with subdivision (f of Section 601 of the Code. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except (1) when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and (2) that attendance at a meeting is not a waiver of any right to object to the consideration of any matter required by the Code to be included in the notice but not so included, if such objection is expressly made at the meeting.

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Section 9. Voting for Election of Directors.

(a) Except as provided in subdivision (c) of this section, the affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number is required by law or the Articles of Incorporation.

(b) Every shareholder complying with subdivision (c) of this section and entitled to vote at any election of directors may cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are normally entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

(c) No shareholder shall be entitled to cumulate his votes (i. e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) unless the candidate's or candidates' name(s) for which he desires to cumulate his votes has or have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of his intention to cumulate his votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

(d) Elections for directors may be by voice vote or by ballot unless any shareholder entitled to vote demands election by ballot at the meeting prior to the voting, in which case the vote shall be by ballot.

(e) In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected as directors.

Section 10. Proxies.

(a) Every person entitled to vote shares may authorize another person or persons to act with respect to such shares by a written proxy signed by him or his attorney-in-fact and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by him or his attorney-in-fact.

- 6 - -

(b) Any validly executed proxy, except a proxy which is irrevocable pursuant to subdivision (c) of this Section 10, shall continue in full force and effect until the expiration of the term specified therein or upon its earlier revocation by the person executing it prior to the vote pursuant thereto (1) by a writing delivered to the Corporation stating that it is revoked, (2) by written notice of the death of the person executing the proxy, delivered to the Corporation, (3) by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting or (4) as to any meeting, by attendance at such meeting and voting in person by the person executing the proxy. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. The date contained on the form of proxy shall be deemed to be the date of its execution.

(c) A proxy which states that it is irrevocable is irrevocable for the period specified therein subject to the provisions of subdivisions (e) and (f) of Section 705 of the Code.

Section 11. Inspectors of Election.

(a) In advance of any meeting of the shareholders, the Board of Directors may appoint either one or three persons (other than nominees for the office of director) as inspectors of election to act at such meeting or any adjournments thereof. If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any such meeting may, and on the request of any shareholder or his proxyholder shall, appoint inspectors of election (or persons to replace those who so fail or refuse to act) at the meeting. If appointed at a meeting on the request of one or more shareholders or the proxyholders thereof, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

(b) The duties of inspectors of election and the manner of performance thereof shall be as prescribed in subdivisions (b) and (c) of Section 707 of the Code.

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Section 12. Action by Written Consent.

(a) Subject to subdivisions (b) and (c) of this section, any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without a vote and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the Corporation and maintained with the corporate records.

(b) Except for the election of a director by written consent to fill a vacancy on the Board of Directors (other than a vacancy created by removal), directors may be elected by written consent only by the unanimous written consent of all shares entitled to vote for the election of directors. In the case of an election of a director by written consent to fill a vacancy (other than a vacancy created by removal), any such election requires the consent of a majority of the outstanding shares entitled to vote for the election of directors.

(c) Unless the consents of all shareholders entitled to vote have been solicited in writing, the secretary of the Corporation shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in subdivision (d) of Section 4 of this Article III. In the case of approval of (1) contracts or transactions in which a director has a direct or indirect financial interest under Section 310 of the Code, (2) indemnification of agents of the Corporation under Section 317 of the Code, (3) a reorganization of the Corporation under Section 1201 of the Code, or (4) a distribution in dissolution (other than in accordance with the rights of outstanding preferred shares) under Section 2007 of the Code, notice of such approval shall be given at-least ten (10) days before the consummation of any action authorized by that approval.

(d) Any shareholder giving a written consent, or his proxyholder, or a transferee of the shares or a personal representative of the shareholder or their respective proxy-holders, may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

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ARTICLE IV

Directors

Section 1. Number of Directors.

(a) The exact number of directors shall be one.

(b) The authorized number of directors may only be changed by an amendment of this Section 1 or of the Articles of Incorporation approved by the vote or written consent of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the minimum number of directors to a number less than five (5) shall not be adopted if the votes cast against its adoption at a meeting (or the shares not consenting in the case of action by written consent) exceed 16-2/3% of such outstanding shares; and provided, further, that in no case shall the stated maximum authorized number of directors exceed two times the stated minimum number of authorized directors minus one.

Section 2. Election of Directors. Directors shall be elected at each annual meeting of the shareholders.

Section 3. Term of Office. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which he is elected and until a successor has been elected and qualified.

Section 4. Vacancies.

(a) A vacancy on the Board of Directors exists whenever any authorized position of director is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors or otherwise.

(b) Except for a vacancy created by the removal of a director, vacancies on the Board of Directors may be filled by a majority of the directors then in office, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of the majority of the directors then in office at a meeting held pursuant to notice or waivers of notice or (3) by a sale remaining director. A vacancy created by the removal of a director shall be filled only by a person elected by a majority of the shareholders entitled to vote at a duly held meeting at which there is a quorum present or by the unanimous written consent of the holders of the outstanding shares entitled to vote at such a meeting.

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(c) The shareholders may elect a director at any time to fill any vacancy not filled by the directors.

Section 5. Removal.

(a) The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

(b) Any or all of the directors may be removed without cause if such removal is approved by a majority of the outstanding shares entitled to vote: provided, however, that no director may be removed (unless the entire Board of Directors is removed) whenever the votes cast against his removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of his most recent election were then being elected; and provided, further, if the Corporation's Articles of Incorporation provide that the shareholders of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the shareholders of such class or series.

(c) Any reduction of the authorized number of directors does not remove any director prior to the expiration of his term of office.

(d) A director may not be removed prior to the expiration of his term of office except as provided in this section and except as ordered by the superior court of the proper county at the suit of shareholders of at least 10 percent of the outstanding shares of any class.

Section 6. Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

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Section 7. Fees and Compensation. Directors may be paid for their services in such capacity a sum in such amounts, at such times and upon such conditions as may be determined from time to time by resolution of the Board of Directors and may be reimbursed for their expenses, if any, for attendance at each meeting of the Board. No such payments shall preclude any director from serving the corporation in any other capacity and receiving compensation in any manner therefor.

ARTICLE V

Committees of the Board of Directors

Section 1. Designation of Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate (a) one or more committees, each consisting of two or more directors and (b) one or more directors as alternate members of any committee, who may replace any absent member at any meeting thereof. Any member or alternate member of a committee shall serve at the pleasure of the Board.

Section 2. Powers of Committees. Any committee, to the extent provided in the resolution of the Board of Directors designating such committee, shall have all the authority of the Board, except with respect to:

(a) The approval of any action for which the Code also requires any action by the shareholders;

(b) The filling of vacancies on the Board or in any committee thereof;

(c) The fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) The amendment or repeal of these Bylaws or the adoption of new bylaws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f) A distribution to the shareholders of the Corporation, except at a rate, in a periodic amount or within a price range determined by the Board of Directors; or

(g) The designation of other committees of the Board or the appointment of members or alternate members thereof.

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ARTICLE VI

Meetings of the Board of Directors

and Committees Thereof

Section 1. Place and Meetings. Regular meetings of the Board of Directors shall be held at any place within or without the state of California which has been designated from time to time by the Board or, in the absence of such designation, at the principal executive office of the Corporation. Special meetings of the Board shall be held either at any place within or without the state of California which has been designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation.

Section 2. Annual Meeting. Immediately following each annual meeting of the shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization and the transaction of other business. Notice of any such meeting is not required.

Section 3. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall be designated from time to time by the Board. Notice of any such meeting is not required.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at any time for any purpose or purposes by the Chairman of the Board or the President or any vice president or the Secretary or any two directors of the Corporation. Notice shall be given of any special meeting of the Board.

Section 5. Notice of Special Meetings. Notice of the time and place of special meetings of the Board of Directors shall be delivered personally or by telephone to each director or sent to each director by first-class mail or telegraph, charges prepaid, addressed to each director at that director's address as shown on the records of the Corporation. Such notice shall be given four days prior to the holding of the special meeting if sent by mail or 48 hours prior to the holding thereof if delivered personally or given by telephone or telegraph. The notice or report shall be deemed to have been given at the time when delivered personally to the recipient or deposited in the mail or sent by other means of written communication. Notice of any special meeting of the Board of Directors need not specify the purpose thereof.

- 12 - -

Section 6. Waivers, Consents and Approvals. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 7. Quorum, Action at Meetings; Telephone Meetings.

(a) A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present is the act of the Board of Directors, unless action by a greater proportion of the directors is required by law or the Articles of Incorporation.

(b) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

(c) Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another.

Section 8. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such· action. such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 10. Meetings of and Action by Committees. The provisions of this Article VI apply to committees of the Board of Directors and action by such committees with such changes in the language of those provisions as are necessary to substitute the committee and its members for the Board and its members.

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ARTICLE VII

Officers

Section 1. Officers. The Corporation shall have as officers, a President, a Secretary and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board, a Chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VII. One person may hold two or more offices.

Section 2. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article VII, shall be chosen by the Board of Directors.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint by resolution, and may empower the Chairman of the Board, if there be such an officer, or the President, to appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are determined from time to time by resolution of the Board or, in the absence of any such determination, as are provided in these Bylaws. Any appointment of an officer shall be evidenced by a written instrument filed with the Secretary of the Corporation and maintained with the corporate records.

Section 4. Removal and Resignation.

(a) Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by resolution of the Board.

(b) Subject to the rights, if any, of the Corporation under any contract of employment, any officer may resign at any time effective upon giving written notice to the Chairman of the Board, President, any Vice President or the Secretary of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

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Section 6. Chairman of the Board. If there is a Chairman of the Board, he shall, if present, preside at all meetings of the Board of Directors, exercise and perform such other powers and duties as may be from time to time assigned to him by resolution of the Board or prescribed by these Bylaws and, if there is no President, the Chairman of the Board shall be the chief executive officer of the Corporation and have the power and duties set forth in section 7 of this Article VII.

Section 7. President. Subject to such supervisory powers, if any, as may be given by these Bylaws or the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer and general manager of the Corporation and shall, Subject to the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed from time to time by resolution of the Board.

Section 8. Vice President. In the event of the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or as the President may from time to time delegate.

Section 9. Secretary.

(a) The Secretary shall keep or cause to be kept (1) the minute book, (2) the share register and (3) the seal, if any, of the Corporation.

(b) The Secretary, an assistant secretary, or if they are absent or unable to act, any other officer shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors or any committee of the Board of Directors.

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Section 10. Chief Financial Officer.

(a) The Chief Financial Officer shall keep, or cause to be kept, the books and records of account of the Corporation.

(b) The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated from time to time by resolution of the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and the Board, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board or as the President may from time to time delegate.

ARTICLE VIII

Records and Reports

Section 1. Minute Book. The Corporation shall keep or cause to be kept in written form at its principal executive office or such other place as the Board of Directors may order, a minute book which shall contain a record of all actions by its shareholders, Board or committees of the Board including the time, date and place of each meeting; whether a meeting is regular or special and, if special, how called; the manner of giving notice of each meeting and a copy thereof; the names of those present at each meeting of the Board or committees thereof; the number of shares present or represented at each meeting of the shareholders; the proceedings of all meetings; any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; and written consents for action without a meeting.

Section 2. Share Register. The Corporation shall keep or cause to be kept at its principal executive office or, if so provided by resolution of the Board of Directors, at the Corporation's transfer agent or registrar, a share register, or a duplicate share register, which shall contain the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

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Section 3. Books and Records of Account. The Corporation shall keep or cause to be kept at its principal executive office or such other place as the Board of Directors may order, adequate and correct books and records of account.

Section 4. Bylaws. The Corporation shall keep at its principal executive office or, in the absence of such office in the State of California, at its principal business office in the state, the original or a copy of the Bylaws as amended to date.

Section 5. Inspection of Records. The shareholders and directors of the Corporation shall have all of the rights to inspect the books and records of the Corporation that are specified in Sections 213 and 1600 through 1602 of the Code.

Section 6. Annual Report to Shareholders. So long as the Corporation has less than 100 holders of record of its shares, the annual report to the shareholders described in Section 1501 of the Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the Corporation as it sees fit.

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ARTICLE IX

Miscellaneous

Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, and any assignment or endorsement thereof, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 2. Contracts, Etc. - How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board, no officer, employee or other agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 3. Certificates of Stock. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when the shares are fully paid or the Board of Directors may authorize the issuance of certificates for shares as partly paid provided that these certificates shall conspicuously state the amount of the consideration to be paid for them and the amount already paid. All certificates shall be signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Chief Financial Officer or an assistant treasurer or the Secretary or an assistant secretary, certifying the number of shares and the class or series thereof owned by the shareholder. Any or all of the signatures on a certificate may be by facsimile signature. In the event any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

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Section 4. Lost Certificates. Except as provided in this section, no new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 5. Representation of Shares of Other Corporations. Any person designated by resolution of the Board of Directors or, in the absence of such designation, the Chairman of the Board, the President or any Vice President, or by any other person authorized by any of the foregoing, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, owned by the Corporation.

Section 6. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California Corporations Code shall govern the construction of these Bylaws.

Section 7. Indemnification of Corporate Agents; Purchase of Liability Insurance.

(a) Subject only to the express limitations of the Corporation’s Articles of Incorporation and Sections 204 and 317 of the Code, as the same may from time to time be amended, (i) the Corporation shall indemnify each of its directors and officers from and against any expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding to which such person was or is a party or is threatened to be made a party arising by reason of the fact that such person is or was a director or officer of the Corporation; and (ii) the Corporation may indemnify any other agent of the Corporation with respect to such proceedings if and to the extent the Board of Directors so determines by resolution.

(b) The Corporation shall, if and to the extent the Board of Directors so determines by resolution, enter into indemnification agreements with its agents on the terms and conditions determined by the Board of Directors, subject to those limitations upon the Corporation's capacity to indemnify its agents set forth in the Corporation's Articles of Incorporation and Sections 204 and 317 of the Code, as the same may from time to time be amended.

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(c) Subject to the provisions of subdivision (i) of Section 317 of the Code, as the same may from time to time be amended, the Corporation shall, if and to the extent the Board of Directors so determines by resolution, purchase and maintain insurance in an amount and on behalf of such agents of the Corporation as the Board may specify in such resolution against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the capacity to indemnify the agent against such liability under the provisions of this Section 7.

(d) The Corporation shall, if and to the extent the Board of Directors so determines by resolution, advance expenses incurred by an agent in defending any proceeding prior to the final disposition of such proceeding, subject to the provisions of subdivision (f) of Section 317 of the Code, as the same may from time to time be amended.

(e) This Section 7 shall not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may be an agent, as defined in subdivision (f) hereof.

(f) For purposes of this Section 7, an “agent” of the Corporation includes any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, and includes an action or proceeding by or in the right of the Corporation to procure a judgment in its favor; and "expenses" includes, without limitation, attorneys fees and any expenses of establishing a right to indemnification under subdivisions (d) or (e) (3) of Section 317 of the Code.

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ARTICLE X

Amendments

Section 1. Amendments. New bylaws may be adopted or these Bylaws may be amended or repealed by the approval of an affirmative vote of a majority of the outstanding shares entitled to vote or by the Board of Directors. Notwithstanding the preceding sentence, the adoption of a bylaw (a) specifying or changing a fixed number of directors or the minimum or maximum number of directors, or (b) changing from a variable to a fixed board or vice versa may only be adopted by the approval of an affirmative vote of a majority of the outstanding shares, Subject to the provisions of Section 1 of Article IV of these Bylaws.

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EX-3.6

ARTICLES OF INCORPORATION

OF

MEDFOCUS MANAGEMENT, INC.

I

The name of this corporation is MedFocus Management, Inc.

II

The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation's initial agent for service of process is:

Steven R. Hirschtick, Esq.

1516 Cotner Avenue

Los Angeles, CA 90025

IV

This corporation is authorized to issue only one class of shares of stock; the total number of shares which this corporation is authorized to issue is One Hundred Thousand (100,000).

V

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

Dated: 25 July, 1995.

/s/ Steven R. Hirschtick

Steven R. Hirschtick, Incorporator

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

MEDFOCUS MANAGEMENT, INC.

Steven R. Hirschtick, hereby certifies that:

1. I am the sole incorporator of MEDFOCUS MANAGEMENT, INC., a California corporation, and I adopt the amendment herein set forth.

2.  Article I of the Articles of Incorporation is amended to read:

"The name of this corporation is RADNET MANAGED IMAGING SERVICES, INC."

3. No Directors of the corporation were named in the Articles of Incorporation or have been elected.

4.  No shares of the corporation have been issued.

/s/ Steven R. Hirschtick

Steven R. Hirschtick,

Sole Incorporator

Verification by Written Declaration

Steven R. Hirschtick declares under penalty of perjury under the laws of the State of California that he has read the foregoing certificate and knows the contents thereof and the same is true of his own knowledge.

Dated: October 26, 1995	/s/ Steven R. Hirschtick
	Steven R. Hirschtick

EX-3.7

BYLAWS

OF

RADNET MANAGED IMAGING SERVICES, INC.

a California corporation

ARTICLE I

OFFICES

Section 1.01 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at 1516 Cotner Avenue, Los Angeles, California 90025.

The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02 Other Offices

The corporation may also have offices at such other places, within or without the State of California, where the corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS

Section 2.01 Place of Meetings

Meetings of shareholders shall be held at any place within or without the state designated by the Board of Directors pursuant to authority hereinafter granted to the Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation shareholders' meetings shall be held at the principal executive office of the corporation. Any meeting is valid wherever held, if held by the written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

EXHIBIT B

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Section 2.02 Time of Annual Meeting - Business Transacted

The annual meeting of shareholders shall be held on the first Monday in October, at the hour of 10:00 a.m., or at such other time or date as the Board of Directors may determine. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2.03 Notice of Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.04 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 2.04 Calling of Special Meetings

A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the Board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 2.03 and 2.04 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 2.04 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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Section 2.05 Quorum of Shareholders

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.06 Adjourned Meeting andNotice Thereof

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.05 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.03 and 2.04 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.07 Entry of Notice

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such shareholder, as required by law and these Bylaws.

Section 2.08 Determining Shareholders of Record

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

3

If the Board of Directors does not so fix a record date:

(a)       The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)       The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 2.09 Voting

The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of this corporation on the record date determined in accordance with Section 2.08 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a)       Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

(b)       Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c)       Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

4

(d)       Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

(e)       Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine or, in the absence of such determination, by the chairman of the Board, president or any vice president of such other corporation, or by any person authorized to do so by the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of the corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f)        Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g)       Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h)       If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i)       If only one votes; such act binds all;

(ii)      If more than one votes, the act of the majority so binds all;

(in)     If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held unequal interests, a majority of even split for the purpose of this section shall be a majority or even split in interest.

5

Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principal among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 2.10 Proxies

Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 2.11 Consent of Absentees

The transactions of any meetings of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

6

Section 2.12 Action Without A Meeting

Any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.04 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by the approval.

Section 2.13 Conduct of Meeting

At every meeting of the shareholders, the president, or in his or her absence, the vice-president designated by the president, or in the absence of such designation, a chairman, (who shall be one of the vice-presidents, if any is present) chosen by a majority in interest of the shareholders of the corporation present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation, or in his or her absence an assistant secretary, shall act as secretary at all meetings of the shareholders. In the absence of the secretary at such meeting, or assistant secretary, the chairman may appoint another person to act as secretary of the meeting.

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Section 2.14 Inspectors of Election

Before any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)       Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies.

(b)       Receive votes, ballots or consents;

(c)       Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)       Count and tabulate all votes or consents;

(e)       Determine when the polls shall close;

(f)       Determine the result; and

(g)       Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.01 Directors Defined

Directors, when used in relation to any power or duty requiring collective action, means "Board of Directors."

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Section 3.02 Number of Directors

The corporation shall have one (1) director. Notwithstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term "whole Board" means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be adopted only by approval of the outstanding shares; provided, however, that a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3.03 Term of Office

The directors shall be elected at each annual meeting of the shareholders, but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected

Section 3.04 Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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Any director may resign effective on giving written notice to the chairman of the Board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 3.05 Removal of Directors

The entire Board of Directors or any individual director may be removed from office in the manner provided by law.

Section 3.06 Place of Meeting

Regular meetings of the Board of Directors may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 3.07 Regular Meetings

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, or any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.08 Call of Special Meeting

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice-president or the secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.09 Quorum

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10 Participation in Meetings by Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.11 Action by Consent of Board Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed in the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, these Bylaws authorized the directors to so act, and any such statement shall be prima facie evidence of such authority.

Section 3.12 Adjournment

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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Section 3.13 Conduct of Meeting

At every meeting of the Board of Directors the chairman of the Board of Directors, if there shall be such an officer, and if not, the president, or in his absence, the vice-president designated by him, or in the absence of such designation, the chairman chosen by a majority of the directors present shall preside. The secretary of the corporation shall act as secretary of the meeting. In case the secretary shall be absent from any meeting, the chairman may appoint any person to act as secretary of the meeting.

Section 3.14 Compensation

Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefor.

ARTICLE IV

INDEMNIFICATION

Section 4.01 Definitions

For the purpose of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes attorneys' fees and any expenses of establishing a right to indemnification under section 4.04 or Section 4.05(c).

Section 4.02 Indemnification in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

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Section 4.03 Indemnification in Actions by or in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 4.03.

(a)       In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.

(b)       Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c)       Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.04. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Section 4.02 or 4.03 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 4.05 Required Determinations

Except as provided in Section 4.04, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 4.02 or 4.03 by:

(a)       A majority vote of a quorum consisting of directors who are not parties to such proceeding;

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(b)       Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c)       The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Section 4.06 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final deposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 4.07 Other Indemnification

No provision by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 4.08 Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Section 4.04 or 4.05(c) in any circumstances where it appears:

(a)       That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)       That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE V

OFFICERS

Section 5.01 Officers - Enumeration

The officers of a corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices. In its discretion, the Board of Directors may leave unfilled for any period it may fix, any office except the office of the president and secretary.

Section 5.02 Election

The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by and serve at the pleasure of the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successors shall be elected and qualified.

Section 5.03 Subordinate Officers

The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agent, to specify their duties, and the authority to determine their compensation.

Section 5.04 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, by any committee or officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5.05 Vacancies

If the office of the president, vice president, secretary, chief financial officer, assistant secretary or assistant treasurer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold the office for the unexpired term, and until a successor is elected.

Section 5.06 Chairman of the Board

The chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, or in the absence or disability of the president, the chairman of the Board, if there be one, shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a)       Preside at all meetings of the shareholders and in the absence of the chairman of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b)       Sign all certificates of stock of the corporation, in conjunction with the secretary or assistant secretary, unless otherwise ordered by the Board of Directors.

(c)       When authorized by the Board of Directors, execute, in the name of the corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the corporation's business may require;

(d)       Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the corporation;

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(e)       Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote in behalf of the corporation, at all meetings of the shareholders of any corporation in which this corporation holds stock.

Section 5.08 Vice President

In the absence or disability of the president and the chairman of the board, if there be one, the vice presidents, if there be any, in order of their rank as fixed by the Board of Directors or, if not ranked, the vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice president or vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.09 Secretary

The secretary shall:

(a)       Sign with the president or a vice president, certificates for shares in the corporation.

(b)       Certify and keep at the principal executive office of the corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c)       Keep at the principal office of the corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' meetings and the proceedings thereof.

(d)       See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a secretary, or his refusal or neglect to act, notice may be given and serviced by an assistant secretary or by the president or vice president or by the Board of Directors.

(e)       Exhibit at all reasonable times, the seal of the corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f)       See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

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(g)       Exhibit at all reasonable times, to any directors, or shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the shareholders and directors of the corporation.

(h)       In general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned to him by the Board of Directors.

(i)        In the case of absence or disability of the secretary or his or her refusal or neglect to act, the assistant secretary, or if there be none, the chief financial officer acting as assistant secretary, may perform all of the functions of a secretary. In the absence or inability to act, or refusal or neglect to act, of both the secretary and the assistant secretary, the chief financial officer or any person thereunto authorized by the president or the vice president, or by the Board of Directors may perform the functions of a secretary.

Section 5.10 Assistant Secretary

At the request of the secretary, or in his or her absence or disability, the assistant secretary, designated by the secretary, shall perform all the duties of the secretary, and when so acting shall have all the powers of, and be subject to all restrictions upon, the secretary. The assistant secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the secretary.

Section 5.11 Chief Financial Officer

The chief financial officer shall:

(a)       Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b)       Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c)       Disburse or cause to be disbursed, the funds of the corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d)       Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

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(e)       Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the corporation, where such books and records are kept.

(f)       Render to the president and directors, whenever they request it, an account of all these transactions as chief financial officer, and of the financial condition of the corporation.

(g)       Prepare or cause to be prepared, and certify the financial statements to be included in the annual report to shareholders statements of the affairs of the corporation where requested by shareholders holding at least ten percent (10%) of the number of outstanding shares of the corporation.

(h)       Give to the corporation a bond, if required by the Board of Directors, or by the president, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(i)        In general, perform all the duties incident to the office of chief financial officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j)        In case of the absence or the disability of the chief financial officer, or his refusal or neglect to act, the assistant secretary or the secretary acting as assistant secretary may perform all the functions of the chief financial officer. In the absence or inability to act, or refusal or neglect to act, of both the chief financial officer and the secretary, any person thereunto authorized by the president or vice president or by the Board of Directors may perform the functions of the chief financial officer.

Section 5.12 Assistant Treasurer

The assistant treasurer, if required so to do by the Board of Directors, shall respectively give bonds for the faithful discharge of his duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the chief financial officer, or in his absence or disability, the assistant treasurer designated by him shall perform all the duties of the chief financial officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the chief financial officer. He shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the chief financial officer.

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Section 5.13 Salaries

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any officer employed by the corporation shall execute an agreement as a condition of employment to provide that, in the event salary payments shall be disallowed in whole or in part as a deductible expense for income tax purposes, said salary shall be reimbursed by such officer to the corporation to the full extent of the disallowance.

ARTICLE VI

COMMITTEES

The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)       The approval of any action for which the General Corporation Law also requires shareholders' approval or approval of the outstanding shares;

(b)       The filing of vacancies on the Board or on any committee;

(c)       The fixing of compensation of the directors for serving on the Board or on any committee;

(d)       The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)       The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)       A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(g)       The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

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ARTICLE VII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 7.01 Authority for Execution of Contracts and Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.02 Bank Accounts and Deposits

(a)       All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies or depositories as the Board of Directors may select or as may be selected by any officer or officers of the corporation, agent or agents of the corporation, to whom such power may be delegated from time to time by the Board of Directors.

(b)       Endorsements for deposits to the credit of the corporation, and any of its duly authorized depositories may be made without counter-signature by the president or a vice president, or the chief financial officer or the assistant treasurer, or by any other officer or agent of the corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the corporation.

(c)       All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

ISSUANCE AND TRANSFER OF SHARES

Section 8.01 Certificates for Fully Paid Shares

(a)       The corporation shall issue shares when fully paid.

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(b)       The corporation may issue certificates for shares prior to full payment under restrictions as the Board of Directors may provide. The certificates for shares issued prior to full payment shall state the amount remaining unpaid and the terms and payment thereof. As a condition of transfer on the books of the corporation, of shares issued prior to full payment, the corporation may require that payment in full of the purchase or subscription price shall be made prior to transfer.

Section 8.02 Consideration for Shares

No shares of stock shall be issued by the corporation except in consideration of any or all of the following:

(a)       Money paid;

(b)       Labor done;

(c)       Services actually rendered or for the corporation's benefit or in the corporation's formation or reorganization;

(d)       Debts or securities canceled;

(e)       Tangible or intangible properties actually received by the corporation or a wholly-owned subsidiary;

(f)       Upon receipt of a promissory note provided it is adequately secured by collateral other than the shares acquired;

(g)       As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class, conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class or other change affecting outstanding shares.

Section 8.03 Contents of Share Certificates

Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)       The certificate number;

(b)       The date of issuance;

(c)       The name of the record holder of the shares represented thereby;

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(d)       The number of shares, and a designation, if any, of the class or series represented thereby;

(e)       The par value, if any, of the shares represented thereby, or a statement that the shares are without par value.

Section 8.04 Signing Certificates - Facsimile Certificates

Any or all of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05 Cancellation and Exchange of Certificates

When the Articles are amended in any way affecting the statement contained in the certificates for outstanding shares, or, it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefor, conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificates so ordered to be surrendered is not entitled to vote or receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance.

Section 8.06 Replacement of Lost or Destroyed Certificates

Except as provided in this Section 8.06, no new certificates for shares shall be issued to replace an old certificate unless the later is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 8.07 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 8.08 Conditions of Transfer

A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the secretary of the corporation or its transfer agent, if any, such facts shall be stated in the entry of the transfer.

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse the transfer unless the person gives adequate security or bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

Section 8.09 Record Date and Closing Stock Books

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

ARTICLE IX

CORPORATE RECORDS, REPORTS AND SEAL

Section 9.01 Minutes of Corporate Meetings

The corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' or members' meetings, and the proceedings thereof.

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Section 9.02 Books of Account

The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus, surplus arising from reduction of stated capital, shall be classified according to source and shown in a separate account.

Section 9.03 Share Register

The corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the shareholders, their addresses, the number of classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 9.04 of these Bylaws.

Section 9.04 Inspection of Records

(a)       A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)       Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

(ii)      Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

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(b)       The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

(c)       The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or as a holder of such voting trust certificate.

(d)       Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 9.05 Annual Report to Shareholders

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 9.06 Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principle executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to each such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six- month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

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The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 9.07 Corporate Seal

The Board of Directors may adopt, use and, at will, alter a corporate seal. The failure to affix the seal does not affect the validity of any instrument.

Section 9.08 Authorization to Represent Shares of Other Corporations

The chairman of the Board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

ARTICLE X

CERTIFICATION, INSPECTION AND AMENDMENT OF BYLAWS

Section 10.01 Certification and Inspection of Bylaws

The corporation shall keep in its principal executive office for the transaction of its business, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the secretary of the corporation, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 10.02 Adoption, Amendment, Repeal of Bylaws by Shareholders

The Bylaws may be adopted, amended or repealed by the vote or the written assent of shareholders entitled to exercise the majority of the voting power of the corporation, except where a greater number is required by law, and provided that such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law.

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Section 10.03 Adoption, Amendment, Repeal of Bylaws by Directors

Notwithstanding the right of shareholders to adopt, amend or repeal Bylaws, the Bylaws may be adopted, amended or repealed by the Board of Directors, provided such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law, and provided that the Board of Directors may not adopt a Bylaw or Amendment thereof changing the authorized number of directors except as provided by these Bylaws.

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EX-3.8

ARTICLES OF INCORPORATION

OF

RADNET MANAGEMENT I, INC.

1. PURPOSE: the purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

2. NAME: The name of this corporation is Radnet Management I, Inc.

3. INITIAL AGENT: The name and address in the State of California of this corporation's initial agent for service of process is:

Howard G. Berger, M.D.

1516 Cotner Avenue

Los Angeles, CA 90025

4. AUTHORIZED CAPITAL: This corporation is authorized to issue only one class of shares, which may be designated “common” shares. The total number of such shares which may be issued is 1,000,000 shares.

5. DIRECTOR LIABILITY: The liability of the directors of the corporation for monetary damages Shall be eliminated to the fullest extent permissible under California law.

6. INDEMNIFICATION: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agent, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

DATED:    December 23, 1999

/s/ Norman Hames

Norman Hames, Incorporator

EX-3.9

BYLAWS

OF

RADNET MANAGEMENT I, INC.,

a California corporation

ARTICLE I

OFFICES

Section 1.01 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at 1516 Cotner Avenue, Los Angeles, California 90025.

The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02 Other Offices

The corporation may also have offices at such other places, within or without the State of California, where the corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS

Section 2.01 Place of Meetings

Meetings of shareholders shall be held at any place within or without the state designated by the Board of Directors pursuant to authority hereinafter granted to the Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation shareholders' meetings shall be held at the principal executive office of the corporation. Any meeting is valid wherever held, if held by the written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

EXHIBIT B

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Section 2.02 Time of Annual Meeting - Business Transacted

The annual meeting of shareholders shall be held on the first Monday in October, at the hour of 10:00 a.m., or at such other time or date as the Board of Directors may determine. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2.03 Notice of Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.04 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (ii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 2.04 Calling of Special Meetings

A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the Board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 2.03 and 2.04 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 2.04 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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Section 2.05 Quorum of Shareholders

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.06 Adjourned Meeting and Notice Thereof

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.05 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.03 and 2.04 of this Article II At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.07 Entry of Notice

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such shareholder, as required by law and these Bylaws.

Section 2.08 Determining Shareholders of Record

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

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If the Board of Directors does not so fix a record date:

(a)           The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)           The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 2.09 Voting

The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of this corporation on the record date determined in accordance with Section 2.08 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a)           Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

(b)           Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c)            Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

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(d)           Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

(e)            Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine or, in the absence of such determination, by the chairman of the Board, president or any vice president of such other corporation, or by any person authorized to do so by the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of the corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f)            Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g)           Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h)           If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i)           If only one votes; such act binds all;

(ii)          If more than one votes, the act of the majority so binds all;

(iii)         If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority of even split for the purpose of this section shall be a majority or even split in interest.

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Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principal among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 2.10 Proxies

Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 2.11 Consent of Absentees

The transactions of any meetings of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

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Section 2.12 Action Without A Meeting

Any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.04 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by the approval.

Section 2.13 Conduct of Meeting

At every meeting of the shareholders, the president, or in his or her absence, the vice-president designated by the president, or in the absence of such designation, a chairman, (who shall be one of the vice-presidents, if any is present) chosen by a majority in interest of the shareholders of the corporation present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation, or in his or her absence an assistant secretary, shall act as secretary at all meetings of the shareholders. In the absence of the secretary at such meeting, or assistant secretary, the chairman may appoint another person to act as secretary of the meeting.

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Section 2.14 Inspectors of Election

Before any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)           Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies.

(b)           Receive votes, ballots or consents;

(c)           Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)           Count and tabulate all votes or consents;

(e)           Determine when the polls shall close;

(f)            Determine the result; and

(g)           Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.01 Directors Defined

Directors, when used in relation to any power or duty requiring collective action, means "Board of Directors."

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Section 3.02 Number of Directors

The corporation shall have one (1) director. Not withstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term "whole Board" means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be adopted only by approval of the outstanding shares; provided, however, that a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3.03 Term of Office

The directors shall be elected at each annual meeting of the shareholders, but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

Section 3.04 Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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Any director may resign effective on giving written notice to the chairman of the Board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 3.05 Removal of Directors

The entire Board of Directors or any individual director may be removed from office in the manner provided by law.

Section 3.06 Place of Meeting

Regular meetings of the Board of Directors may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 3.07 Regular Meetings

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, or any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.08 Call of Special Meeting

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice-president or the secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.09 Quorum

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10   Participation in Meetings by Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.11 Action by Consent of Board Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed in the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, these Bylaws authorized the directors to so act, and any such statement shall be prima facie evidence of such authority.

Section 3.12 Adjournment

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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Section 3.13 Conduct of Meeting

At every meeting of the Board of Directors the chairman of the Board of Directors, if there shall be such an officer, and if not, the president, or in his absence, the vice-president designated by him, or in the absence of such designation, the chairman chosen by a majority of the directors present shall preside. The secretary of the corporation shall act as secretary of the meeting. In case the secretary shall be absent from any meeting, the chairman may appoint any person to act as secretary of the meeting.

Section 3.14 Compensation

Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefor.

ARTICLE IV

INDEMNIFICATION

Section 4.01 Definitions

For the purpose of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal administrative or investigative; and "expenses" includes attorneys' fees and any expenses of establishing a right to indemnification under section 4.04 or Section 4.05(c).

Section 4.02 Indemnification in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

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Section 4.03  Indemnification in Actions by or in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 4.03.

(a)            In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.

(b)           Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c)           Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.04. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Section 4.02 or 4.03 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 4.05 Required Determinations

Except as provided in Section 4.04, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 4.02 or 4.03 by:

(a)           A majority vote of a quorum consisting of directors who are not parties to such proceeding;

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(b)           Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c)           The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Section 4.06 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final deposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 4.07 Other Indemnification

No provision by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 4.08 Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Section 4.04 or 4.05(c) in any circumstances where it appears:

(a)           That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)           That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE V

OFFICERS

Section 5.01  Officers - Enumeration

The officers of a corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices. In its discretion, the Board of Directors may leave unfilled for any period it may fix, any office except the office of the president and secretary.

Section 5.02 Election

The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by and serve at the pleasure of the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successors shall be elected and qualified.

Section 5.03 Subordinate Officers

The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agent, to specify their duties, and the authority to determine their compensation.

Section 5.04 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, by any committee or officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5.05 Vacancies

If the office of the president, vice president, secretary, chief financial officer, assistant secretary or assistant treasurer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold the office for the unexpired term, and until a successor is elected.

Section 5.06 Chairman of the Board

The chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, or in the absence or disability of the president, the chairman of the Board, if there be one, shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a)           Preside at all meetings of the shareholders and in the absence of the chairman of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b)           Sign all certificates of stock of the corporation, in conjunction with the secretary or assistant secretary, unless otherwise ordered by the Board of Directors.

(c)           When authorized by the Board of Directors, execute, in the name of the corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the corporation's business may require;

(d)           Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the corporation;

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(e)           Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote in behalf of the corporation, at all meetings of the shareholders of any corporation in which this corporation holds stock.

Section 5.08 Vice President

In the absence or disability of the president and the chairman of the board, if there be one, the vice presidents, if there be any, in order of their rank as fixed by the Board of Directors or, if not ranked, the vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice president or vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.09 Secretary

The secretary shall:

(a)            Sign with the president or a vice president, certificates for shares in the corporation.

(b)            Certify and keep at the principal executive office of the corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c)            Keep at the principal office of the corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' meetings and the proceedings thereof.

(d)            See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a secretary, or his refusal or neglect to act, notice may be given and serviced by an assistant secretary or by the president or vice president or by the Board of Directors.

(e)            Exhibit at all reasonable times, the seal of the corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f)            See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

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(g)           Exhibit at all reasonable times, to any directors, or shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the shareholders and directors of the corporation.

(h)           In general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned to him by the Board of Directors.

(i)           In the case of absence or disability of the secretary or his or her refusal or neglect to act, the assistant secretary, or if there be none, the chief financial officer acting as assistant secretary, may perform all of the functions of a secretary. In the absence or inability to act, or refusal or neglect to act, of both the secretary and the assistant secretary, the chief financial officer or any person thereunto authorized by the president or the vice president, or by the Board of Directors may perform the functions of a secretary.

Section 5.10 Assistant Secretary

At the request of the secretary, or in his or her absence or disability, the assistant secretary, designated by the secretary, shall perform all the duties of the secretary, and when so acting shall have all the powers of and be subject to all restrictions upon, the secretary. The assistant secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the secretary.

Section 5.11 Chief Financial Officer

The chief financial officer shall:

(a)           Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b)           Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c)            Disburse or cause to be disbursed, the funds of the corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d)           Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

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(e)           Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the corporation, where such books and records are kept.

(f)            Render to the president and directors, whenever they request it, an account of all these transactions as chief financial officer, and of the financial condition of the corporation.

(g)           Prepare or cause to be prepared, and certify the financial statements to be included in the annual report to shareholders statements of the affairs of the corporation where requested by shareholders holding at least ten percent (10%) of the number of outstanding shares of the corporation.

(h)           Give to the corporation a bond, if required by the Board of Directors, or by the president, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(i)             In general, perform all the duties incident to the office of chief financial officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j)             In case of the absence or the disability of the chief financial officer, or his refusal or neglect to act, the assistant secretary or the secretary acting as assistant secretary may perform all the functions of the chief financial officer. In the absence or inability to act, or refusal or neglect to act, of both the chief financial officer and the secretary, any person thereunto authorized by the president or vice president or by the Board of Directors may perform the functions of the chief financial officer.

Section 5.12 Assistant Treasurer

The assistant treasurer, if required so to do by the Board of Directors, shall respectively give bonds for the faithful discharge of his duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the chief financial officer, or in his absence or disability, the assistant treasurer designated by him shall perform all the duties of the chief financial officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the chief financial officer. He shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the chief financial officer.

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Section 5.13 Salaries

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any officer employed by the corporation shall execute an agreement as a condition of employment to provide that, in the event salary payments shall be disallowed in whole or in part as a deductible expense for income tax purposes, said salary shall be reimbursed by such officer to the corporation to the full extent of the disallowance.

ARTICLE VI

COMMITTEES

The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)           The approval of any action for which the General Corporation Law also requires shareholders' approval or approval of the outstanding shares;

(b)           The filing of vacancies on the Board or on any committee;

(c)           The fixing of compensation of the directors for serving on the Board or on any committee;

(d)           The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)           The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)            A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(g)            The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

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ARTICLE VII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 7.01  Authority for Execution of Contracts and Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.02 Bank Accounts and Deposits

(a)           All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies or depositories as the Board of Directors may select or as may be selected by any officer or officers of the corporation, agent or agents of the corporation, to whom such power may be delegated from time to time by the Board of Directors.

(b)           Endorsements for deposits to the credit of the corporation, and any of its duly authorized depositories may be made without counter-signature by the president or a vice president, or the chief financial officer or the assistant treasurer, or by any other officer or agent of the corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the corporation.

(c)           All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

ISSUANCE AND TRANSFER OF SHARES

Section 8.01 Certificates for Fully Paid Shares

(a)           The corporation shall issue shares when fully paid.

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(b)           The corporation may issue certificates for shares prior to full payment under restrictions as the Board of Directors may provide. The certificates for shares issued prior to full payment shall state the amount remaining unpaid and the terms and payment thereof. As a condition of transfer on the books of the corporation, of shares issued prior to full payment, the corporation may require that payment in full of the purchase or subscription price shall be made prior to transfer.

Section 8.02 Consideration for Shares

No shares of stock shall be issued by the corporation except in consideration of any or all of the following:

(a)           Money paid;

(b)           Labor done;

(c)            Services actually rendered or for the corporation's benefit or in the corporation's formation or reorganization;

(d)           Debts or securities canceled;

(e)            Tangible or intangible properties actually received by the corporation or a wholly-owned subsidiary;

(f)            Upon receipt of a promissory note provided it is adequately secured by collateral other than the shares acquired;

(g)           As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class, conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class or other change affecting outstanding shares.

Section 8.03 Contents of Share Certificates

Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)           The certificate number;

(b)           The date of issuance;

(c)           The name of the record holder of the shares represented thereby;

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(d)           The number of shares, and a designation, if any, of the class or series represented thereby;

(e)           The par value, if any, of the shares represented thereby, or a statement that the shares are without par value.

Section 8.04 Signing Certificates - Facsimile Certificates

Any or all of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05 Cancellation and Exchange of Certificates

When the Articles are amended in any way affecting the statement contained in the certificates for outstanding shares, or, it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefor, conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificates so ordered to be surrendered is not entitled to vote or receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance.

Section 8.06 Replacement of Lost or Destroyed Certificates

Except as provided in this Section 8.06, no new certificates for shares shall be issued to replace an old certificate unless the later is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 8.07 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 8.08 Conditions of Transfer

A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the secretary of the corporation or its transfer agent, if any, such facts shall be stated in the entry of the transfer.

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse the transfer unless the person gives adequate security or bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. Thebond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

Section 8.09 Record Date and Closing Stock Books

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

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ARTICLE IX

CORPORATE RECORDS. REPORTS AND SEAL

Section 9.01 Minutes of Corporate Meetings

The corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' or members' meetings, and the proceedings thereof.

Section 9.02 Books of Account

The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus, surplus arising from reduction of stated capital, shall be classified according to source and shown in a separate account.

Section 9.03 Share Register

The corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the shareholders, their addresses, the number of classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 9.04 of these Bylaws.

Section 9.04 Inspection of Records

(a)           A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)           Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

(ii)          Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

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(b)           The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

(c)           The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or as a holder of such voting trust certificate.

(d)           Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 9.05 Annual Report to Shareholders

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 9.06 Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to each such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six- month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

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The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 9.07 Corporate Seal

The Board of Directors may adopt, use and, at will, alter a corporate seal. The failure to affix the seal does not affect the validity of any instrument.

Section 9.08  Authorization to Represent Shares of Other Corporations

The chairman of the Board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

ARTICLE X

CERTIFICATION, INSPECTION AND AMENDMENT OF BYLAWS

Section 10.01 Certification and Inspection of Bylaws

The corporation shall keep in its principal executive office for the transaction of its business, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the secretary of the corporation, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 10.02 Adoption, Amendment, Repeal of Bylaws by Shareholders

The Bylaws may be adopted, amended or repealed by the vote or the written assent of shareholders entitled to exercise the majority of the voting power of the corporation, except where a greater number is required by law, and provided that such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law.

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Section 10.03 Adoption, Amendment, Repeal of Bylaws by Directors

Notwithstanding the right of shareholders to adopt, amend or repeal Bylaws, the Bylaws may be adopted, amended or repealed by the Board of Directors, provided such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law, and provided that the Board of Directors may not adopt a Bylaw or Amendment thereof changing the authorized number of directors except as provided by these Bylaws.

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EX-3.10

ARTICLES OF INCORPORATION

OF

RADNET MANAGEMENT II, INC.

1.       NAME: The name of this corporation is Radnet Management II, Inc.

2.       PURPOSE: The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust business or the practice of a profession permitted to be incorporated by the California Corporations Code.

3.       INITIAL AGENT: The name and address in the State of California of this corporation’s initial agent for service of process is:

Howard G. Berger, M.D.

1516 Cotner Avenue

Los Angeles, CA 90025

4.       AUTHORIZED CAPITAL: This corporation is authorized to issue only one class of shares, which may be designated "common" shares. The total number of such shares which may be issued is 1,000,000 shares.

5.       DIRECTOR LIABILITY: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

6.       INDEMNIFICATION: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agent, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

DATED: March 28, 2001

/s/ Jeffrey L. Linden

Jeffrey L. Linden, Incorporator

EX-3.11

BYLAWS

OF

RADNET MANAGEMENT II, INC.,

a California corporation

ARTICLE I

OFFICES

Section 1.01 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at 1516 Cotner Avenue, Los Angeles, California 90025.

The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02 Other Offices

The corporation may also have offices at such other places, within or without the State of California, where the corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS

Section 2.01 Place of Meetings

Meetings of shareholders shall be held at any place within or without the state designated by the Board of Directors pursuant to authority hereinafter granted to the Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation shareholders' meetings shall be held at the principal executive office of the corporation. Any meeting is valid wherever held, if held by the written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

EXHIBIT B

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Section 2.02 Time of Annual Meeting - Business Transacted

The annual meeting of shareholders shall be held on the ______ day of ____________, at the hour of 10:00 a.m., or at such other time or date as the Board of Directors may determine. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2.03 Notice of Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.04 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 2.04 Calling of Special Meetings

A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the Board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 2.03 and 2.04 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 2.04 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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Section 2.05 Quorum of Shareholders

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.06 Adjourned Meeting and Notice Thereof

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.05 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.03 and 2.04 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.07 Entry of Notice

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such shareholder, as required by law and these Bylaws.

Section 2.08 Determining Shareholders of Record

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

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If the Board of Directors does not so fix a record date:

(a)      The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)      The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 2.09 Voting

The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of this corporation on the record date determined in accordance with Section 2.08 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a)       Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

(b)       Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c)       Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

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(d)       Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

(e)       Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine or, in the absence of such determination, by the chairman of the Board, president or any vice president of such other corporation, or by any person authorized to do so by the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of the corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f)        Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g)       Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h)       If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i)       If only one votes; such act binds all;

(ii)      If more than one votes, the act of the majority so binds all;

(iii)     If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority of even split for the purpose of this section shall be a majority or even split in interest.

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Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled, or distribute the shareholder's votes on the same principal among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 2.10 Proxies

Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 2.11 Consent of Absentees

The transactions of any meetings of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

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Section 2.12 Action Without A Meeting

Any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.04 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by the approval.

Section 2.13 Conduct of Meeting

At every meeting of the shareholders, the president, or in his or her absence, the vice-president designated by the president, or in the absence of such designation, a chairman, (who shall be one of the vice-presidents, if any is present) chosen by a majority in interest of the shareholders of the corporation present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation, or in his or her absence an assistant secretary, shall act as secretary at all meetings of the shareholders. In the absence of the secretary at such meeting, or assistant secretary, the chairman may appoint another person to act as secretary of the meeting.

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Section 2.14 Inspectors of Election

Before any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or then-proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)       Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies.

(b)       Receive votes, ballots or consents;

(c)       Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)       Count and tabulate all votes or consents;

(e)       Determine when the polls shall close;

(f)        Determine the result; and

(g)       Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.01 Directors Defined

Directors, when used in relation to any power or duty requiring collective action, means "Board of Directors."

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Section 3.02 Number of Directors

The corporation shall have one (1) director. Not withstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term "whole Board" means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be adopted only by approval of the outstanding shares; provided, however, that a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3.03 Term of Office

The directors shall be elected at each annual meeting of the shareholders, but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

Section 3.04 Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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Any director may resign effective on giving written notice to the chairman of the Board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 3.05 Removal of Directors

The entire Board of Directors or any individual director may be removed from office in the manner provided by law.

Section 3.06 Place of Meeting

Regular meetings of the Board of Directors may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 3.07 Regular Meetings

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, or any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.08 Call of Special Meeting

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice-president or the secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.09 Quorum

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10 Participation in Meetings by Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.11 Action by Consent of Board Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed in the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, these Bylaws authorized the directors to so act, and any such statement shall be prima facie evidence of such authority.

Section 3.12 Adjournment

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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Section 3.13 Conduct of Meeting

At every meeting of the Board of Directors the chairman of the Board of Directors, if there shall be such an officer, and if not, the president, or in his absence, the vice-president designated by him, or in the absence of such designation, the chairman chosen by a majority of the directors present shall preside. The secretary of the corporation shall act as secretary of the meeting. In case the secretary shall be absent from any meeting, the chairman may appoint any person to act as secretary of the meeting.

Section 3.14 Compensation

Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefor.

ARTICLE IV

INDEMNIFICATION

Section 4.01 Definitions

For the purpose of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes attorneys' fees and any expenses of establishing a right to indemnification under section 4.04 or Section 4.05(c).

Section 4.02 Indemnification in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

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Section 4.03 Indemnification in Actionsby or in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 4.03.

(a)       In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.

(b)       Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c)       Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.04. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Section 4.02 or 4.03 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 4.05 Required Determinations

Except as provided in Section 4.04, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 4.02 or 4.03 by:

(a)       A majority vote of a quorum consisting of directors who are not parties to such proceeding;

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(b)       Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c)       The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Section 4.06 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final deposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 4.07 Other Indemnification

No provision by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 4.08 Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Section 4.04 or 4.05(c) in any circumstances where it appears:

(a)       That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)       That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE V

OFFICERS

Section 5.01 Officers - Enumeration

The officers of a corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices. In its discretion, the Board of Directors may leave unfilled for any period it may fix, any office except the office of the president and secretary.

Section 5.02 Election

The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by and serve at the pleasure of the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successors shall be elected and qualified.

Section 5.03 Subordinate Officers

The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agent, to specify their duties, and the authority to determine their compensation.

Section 5.04 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, by any committee or officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5.05 Vacancies

If the office of the president, vice president, secretary, chief financial officer, assistant secretary or assistant treasurer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold the office for the unexpired term, and until a successor is elected.

Section 5.06 Chairman of the Board

The chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, or in the absence or disability of the president, the chairman of the Board, if there be one, shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a)       Preside at all meetings of the shareholders and in the absence of the chairman of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b)       Sign all certificates of stock of the corporation, in conjunction with the secretary or assistant secretary, unless otherwise ordered by the Board of Directors.

(c)       When authorized by the Board of Directors, execute, in the name of the corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the corporation's business may require;

(d)       Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the corporation;

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(e)       Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote in behalf of the corporation, at all meetings of the shareholders of any corporation in which this corporation holds stock.

Section 5.08 Vice President

In the absence or disability of the president and the chairman of the board, if there be one, the vice presidents, if there be any, in order of their rank as fixed by the Board of Directors or, if not ranked, the vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice president or vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.09 Secretary

The secretary shall:

(a)       Sign with the president or a vice president, certificates for shares in the corporation.

(b)       Certify and keep at the principal executive office of the corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c)       Keep at the principal office of the corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' meetings and the proceedings thereof.

(d)       See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a secretary, or his refusal or neglect to act, notice may be given and serviced by an assistant secretary or by the president or vice president or by the Board of Directors.

(e)       Exhibit at all reasonable times, the seal of the corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f)        See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

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(g)       Exhibit at all reasonable times, to any directors, or shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the shareholders and directors of the corporation.

(h)       In general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned to him by the Board of Directors.

(i)        In the case of absence or disability of the secretary or his or her refusal or neglect to act, the assistant secretary, or if there be none, the chief financial officer acting as assistant secretary, may perform all of the functions of a secretary. In the absence or inability to act, or refusal or neglect to act, of both the secretary and the assistant secretary, the chief financial officer or any person thereunto authorized by the president or the vice president, or by the Board of Directors may perform the functions of a secretary.

Section 5.10 Assistant Secretary

At the request of the secretary, or in his or her absence or disability, the assistant secretary, designated by the secretary, shall perform all the duties of the secretary, and when so acting shall have all the powers of, and be subject to all restrictions upon, the secretary. The assistant secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the secretary.

Section 5.11 Chief Financial Officer

The chief financial officer shall:

(a)       Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b)       Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c)       Disburse or cause to be disbursed, the funds of the corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d)       Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

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(e)       Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the corporation, where such books and records are kept.

(f)        Render to the president and directors, whenever they request it, an account of all these transactions as chief financial officer, and of the financial condition of the corporation.

(g)       Prepare or cause to be prepared, and certify the financial statements to be included in the annual report to shareholders statements of the affairs of the corporation where requested by shareholders holding at least ten percent (10%) of the number of outstanding shares of the corporation.

(h)       Give to the corporation a bond, if required by the Board of Directors, or by the president, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(i)        In general, perform all the duties incident to the office of chief financial officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j)        In case of the absence or the disability of the chief financial officer, or his refusal or neglect to act, the assistant secretary or the secretary acting as assistant secretary may perform all the functions of the chief financial officer. In the absence or inability to act, or refusal or neglect to act, of both the chief financial officer and the secretary, any person thereunto authorized by the president or vice president or by the Board of Directors may perform the functions of the chief financial officer.

Section 5.12 Assistant Treasurer

The assistant treasurer, if required so to do by the Board of Directors, shall respectively give bonds for the faithful discharge of his duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the chief financial officer, or in his absence or disability, the assistant treasurer designated by him shall perform all the duties of the chief financial officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the chief financial officer. He shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the chief financial officer.

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Section 5.13 Salaries

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any officer employed by the corporation shall execute an agreement as a condition of employment to provide that, in the event salary payments shall be disallowed in whole or in part as a deductible expense for income tax purposes, said salary shall be reimbursed by such officer to the corporation to the full extent of the disallowance.

ARTICLE VI

COMMITTEES

The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)       The approval of any action for which the General Corporation Law also requires shareholders' approval or approval of the outstanding shares;

(b)       The filing of vacancies on the Board or on any committee;

(c)       The fixing of compensation of the directors for serving on the Board or on any committee;

(d)       The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)       The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)        A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(g)       The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

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ARTICLE VII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 7.01   Authority for Execution of Contracts and Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.02 Bank Accounts and Deposits

(a)       All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies or depositories as the Board of Directors may select or as may be selected by any officer or officers of the corporation, agent or agents of the corporation, to whom such power may be delegated from time to time by the Board of Directors.

(b)       Endorsements for deposits to the credit of the corporation, and any of its duly authorized depositories may be made without counter-signature by the president or a vice president, or the chief financial officer or the assistant treasurer, or by any other officer or agent of the corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the corporation.

(c)       All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

ISSUANCE AND TRANSFER OF SHARES

Section 8.01 Certificates for Fully Paid Shares

(a)       The corporation shall issue shares when fully paid.

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(b)       The corporation may issue certificates for shares prior to full payment under restrictions as the Board of Directors may provide. The certificates for shares issued prior to full payment shall state the amount remaining unpaid and the terms and payment thereof. As a condition of transfer on the books of the corporation, of shares issued prior to full payment, the corporation may require that payment in full of the purchase or subscription price shall be made prior to transfer.

Section 8.02 Consideration for Shares

No shares of stock shall be issued by the corporation except in consideration of any or all of the following:

(a)       Money paid;

(b)       Labor done;

(c)       Services actually rendered or for the corporation's benefit or in the corporation's formation or reorganization;

(d)       Debts or securities canceled;

(e)       Tangible or intangible properties actually received by the corporation or a wholly-owned subsidiary;

(f)        Upon receipt of a promissory note provided it is adequately secured by collateral other than the shares acquired;

(g)       As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class, conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class or other change affecting outstanding shares.

Section 8.03 Contents of Share Certificates

Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)       The certificate number;

(b)       The date of issuance;

(c)       The name of the record holder of the shares represented thereby;

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(d)       The number of shares, and a designation, if any, of the class or series represented thereby;

(e)       The par value, if any, of the shares represented thereby, or a statement that the shares are without par value.

Section 8.04 Signing Certificates - Facsimile Certificates

Any or all of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05 Cancellation and Exchange of Certificates

When the Articles are amended in any way affecting the statement contained in the certificates for outstanding shares, or, it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefor, conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificates so ordered to be surrendered is not entitled to vote or receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance.

Section 8.06 Replacement of Lost or Destroyed Certificates

Except as provided in this Section 8.06, no new certificates for shares shall be issued to replace an old certificate unless the later is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 8.07 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 8.08 Conditions of Transfer

A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the secretary of the corporation or its transfer agent, if any, such facts shall be stated in the entry of the transfer.

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse the transfer unless the person gives adequate security or bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

Section 8.09 Record Date and Closing Stock Books

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of anyother lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

ARTICLE IX

CORPORATE RECORDS, REPORTS AND SEAL

Section 9.01 Minutes of Corporate Meetings

The corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' or members' meetings, and the proceedings thereof.

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Section 9.02 Books of Account

The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus, surplus arising from reduction of stated capital, shall be classified according to source and shown in a separate account.

Section 9.03 Share Register

The corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the shareholders, their addresses, the number of classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 9.04 of these Bylaws.

Section 9.04 Inspection of Records

(a)       A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)       Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

(ii)      Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

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(b)       The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

(c)       The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or as a holder of such voting trust certificate.

(d)       Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 9.05 Annual Report to Shareholders

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 9.06 Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to each such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six- month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

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The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 9.07 Corporate Seal

The Board of Directors may adopt, use and, at will, alter a corporate seal. The failure to affix the seal does not affect the validity of any instrument.

Section 9.08  Authorization to Represent Shares of Other Corporations

The chairman of the Board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

ARTICLE X

CERTIFICATION, INSPECTION AND AMENDMENT OF BYLAWS

Section 10.01 Certification and Inspection of Bylaws

The corporation shall keep in its principal executive office for the transaction of its business, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the secretary of the corporation, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 10.02 Adoption, Amendment, Repeal of Bylaws by Shareholders

The Bylaws may be adopted, amended or repealed by the vote or the written assent of shareholders entitled to exercise the majority of the voting power of the corporation, except where a greater number is required by law, and provided that such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law.

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Section 10.03 Adoption, Amendment, Repeal of Bylaws by Directors

Notwithstanding the right of shareholders to adopt, amend or repeal Bylaws, the Bylaw may be adopted, amended or repealed by the Board of Directors, provided such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law, and provided that the Board of Directors may not adopt a Bylaw or Amendment thereof changing authorized number of directors except as provided by these Bylaws.

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EX-3.12

ARTICLES OF INCORPORATION

OF

RADNET SUB, INC.

I

The name of this corporation is RadNet Sub, Inc.

II

The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation's initial agent for service of process is:

Steven R. Hirschtick

Senior Vice President

1516 Cotner Avenue

Los Angeles, California   90025-3303

IV

This corporation is authorized to issue only one class of shares of stock; the total number of shares which this corporation is authorized to issue is one hundred thousand (100,000).

V

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

Dated: September 19, 1994

/s/ Steven R. Hirschtick

Steven R. Hirschtick,

Incorporator

EX-3.13

BYLAWS

OF

RADNET SUB, INC.

a California corporation

ARTICLE I

OFFICES

Section 1.01 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at 1516 Corner Avenue, Los Angeles, California 90025.

The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted in the margin on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02 Other Offices

The corporation may also have offices at such other places, within or without the State of California, where the corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS

Section 2.01 Place of Meetings

Meetings of shareholders shall be held at any place within or without the state designated by the Board of Directors pursuant to authority hereinafter granted to the Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation shareholders' meetings shall be held at the principal executive office of the corporation. Any meeting is valid wherever held, if held by the written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.

EXHIBIT B

Section 2.02 Time of Annual Meeting - Business Transacted

The annual meeting of shareholders shall be held as follows or at such other time or date as the Board of Directors may determine within 90 days of such date:

Time of meeting:	10:00 a.m.
Date of meeting:	January 15

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2.03 Notice of Shareholders' Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.04 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California General Corporation Law, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Law, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Law, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice shall also state the general nature of that proposal.

When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Otherwise, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

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Section 2.04 Manner of Giving Notice: Affidavit of Notice

Notice of any shareholders' meeting shall be given either personally or by first class mail or telegraphic or other written communications provided in Sections 118 and 601 of the California General Corporation Law, charges prepaid, addressed to the shareholder at the address appearing on the corporation's books or given by the shareholder to the corporation for purposes of notice. If no notice appears on the corporation's books or has been given as specified above, notice shall be either (1) sent by first class mail addressed to the shareholder at the corporation's principal executive office or (2) published at least once in a newspaper of general circulation in the county where the corporation's principal executive office is located. Notice is deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication as provided in Sections 118 and 601 of the Law.

If any notice or report mailed to a shareholder at the address appearing on the corporation's book is returned marked to indicate that the United States Postal Service is unable to deliver the document to the shareholder at that address all future notices or reports shall be deemed to have been duly given without further mailing if the corporation holds the document available for the shareholder on written demand at the corporation's principal executive office for a period of one (1) year from the date the notice and report was given to all of the shareholders.

An affidavit of the mailing, or other authorized means of giving notice or delivering a document, of any notice of shareholders' meeting, report or other document sent to shareholders, may be executed by the corporation's Secretary, Assistant Secretary, or transfer agent, and shall be filed and maintained in the Minute Book of the corporation.

Section 2.05 Calling of Special Meetings

A special meeting of the shareholders may be called at any time by the Board of Directors, or by the Chair of the Board, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by anyone other than the Board of Directors, the person or persons calling the meeting shall make a request in writing, delivered personally or sent by registered mail or by telegraphic or other facsimile transmission, to the Chair of the Board, or the President, Vice-President or Secretary, specifying the time and date of the meeting (which is not less than thirty-five (35) nor more than sixty (60) days after receipt of the request) and the general nature of the business proposed to be transacted. Within twenty (20) days after receipt, the officer receiving the request shall cause notice to be given to the shareholders entitled to vote in accordance with Section 2.03 of this Article II, stating that a meeting will be held at the time requested by the person(s) calling the meeting, and stating the general nature of the business proposed to be transacted. If notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board may be held.

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Section 2.06 Quorum of Shareholders

The holders of a majority of shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum is initially present, the shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken is approved by a majority of the shareholders required to constitute a quorum.

Section 2.07 Adjourned Meeting and Notice Thereof

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.06 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.03 and 2.04 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

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Section 2.08 Entry ofNotice

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such shareholder, as required by law and these Bylaws.

Section 2.09 Determining Shareholders of Record

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date:

(a)           The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)           The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that prior action, or the sixtieth (60th) day before the date the action is to take effect, whichever is later.

Section 2.10 Voting

The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of this corporation on the record date determined in accordance with Section 2.09 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a)          Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

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(b)           Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c)           Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(d)           Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

(e)           Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine or, in the absence of such determination, by the Chair of the Board, President or any Vice-President of such other corporation, or by any person authorized to do so by the Board, President or any Vice-President of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of the corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f)           Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g)          Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h)           If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the Secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

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(i)           If only one votes; such act binds all;

(ii)          If more than one votes, the act of the majority so binds all;

(iii)         If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder's shares are entitled or distribute the shareholder's votes on the same principal among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate's or candidates' name(s) have been placed in nomination prior to the voting, and the shareholder has given notice, at the meeting prior to the voting of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 2.11 Proxies

Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

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Section 2.12 Waiver ofNotice; Consent ofAbsentees

The transactions of any meetings of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

Attendance by a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

Section 2.13 Action Without A Meeting

Any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors pursuant to Section 603(d); provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

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If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.04 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California General Corporation Law, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Law, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice of the approval shall be given at least ten (10) days before the consummation of any action authorized by the approval.

Section 2.14 Conduct of Meeting

At every meeting of the shareholders, the President, or in his or her absence, the Vice-President designated by the President, or in the absence of such designation, a Chair, (who shall be one of the Vice-Presidents, if any is present) chosen by a majority in interest of the shareholders of the corporation present in person or by proxy and entitled to vote, shall act as Chair. The Secretary of the corporation, or in his or her absence an Assistant Secretary, shall act as Secretary at all meetings of the shareholders. In the absence of the Secretary at such meeting, or Assistant Secretary, the Chair may appoint another person to act as Secretary of the meeting.

Section 2.15 Inspectors of Election

Before any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chair of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chair of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)          Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies.

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(b)          Receive votes, ballots or consents;

(c)          Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)          Count and tabulate all votes or consents;

(e)          Determine when the polls shall close;

(f)           Determine the result; and

(g)          Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.01 Responsibility of Board of Directors

Subject to the provisions of the General Corporation Law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the shareholders, as that term is defined in Section 153 of the California General Corporation Law, or by the outstanding shares, as that term is defined in Section 152 of the Law, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to the officers, a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 3.02 Standard of Care

Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 3.03 Number of Directors

The authorized number of Directors of the corporation shall be one (1).

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As used in these Bylaws, the term "whole Board" means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be effected by a duly adopted amendment to the Articles of Incorporation or by an amendment to this bylaw duly approved by a majority of the outstanding shares entitled to vote; provided, however, that following such an amendment, a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3.04 Term of Office

The directors shall be elected at each annual meeting of the shareholders, but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

Section 3.05 Vacancies

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

Except for a vacancy caused by the removal of a director, vacancies on the Board may be filled by approval of the Board, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the California General Corporation Law or (3) a sole remaining director. A vacancy on the Board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created when the Board declares the office of a director vacant because the director has been declared of unsound mind by an order of the court or convicted of a felony, may be filled by the Board of Directors.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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Any director may resign effective on giving written notice to the Chair of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 3.06 Removal of Directors

The entire Board of Directors or any individual director may be removed from office in the manner provided by law.

Section 3.07 Place of Meeting

Regular meetings of the Board of Directors may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation.

Section 3.08 Annual Meetings; Regular Meetings

Immediately following each annual meeting of shareholders, or at such other time as the Board may determine within ninety (90) days of such annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, or any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.09 Call of Special Meeting

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair of the Board or the President or any Vice-President or the Secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone or other electronic means to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.10 Quorum

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.11 Participation in Meetings bv Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.12 Waiver of Notice

At any meeting of the Board of Directors, however called or noticed, if (i) all of the Directors are present at the meeting and sign a written consent thereto on the records of such meeting, or (ii) if a majority of the Directors are present and those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which waiver, consent or approval shall be filed with the Secretary of the corporation, or (iii) if a Director attends a meeting without notice, but without protesting the lack of notice prior to the meeting or at its commencement, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.

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Section 3.13 Action by Consent of Board Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, these Bylaws authorized the directors to so act, and any such statement shall be prima facie evidence of such authority.

Section 3.14 Adjournment

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 3.15 Conduct of Meeting

At every meeting of the Board of Directors the Chair of the Board of Directors, if there shall be such an officer, and if not, the President, or in his absence, the Vice-President designated by him or her, or in the absence of such designation, the Chair chosen by a majority of the directors present shall preside. The Secretary of the corporation shall act as Secretary of the meeting. In case the Secretary shall be absent from any meeting, the Chair may appoint any person to act as Secretary of the meeting.

Section 3.16 Compensation

Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefor.

Section 3.17 Committees

Committees of the Board may be appointed by resolution passed by a majority of the entire Board. Committees shall be composed of two (2) or more members of the Board, and shall have such powers of the Board as may be expressly delegated to them by resolution of the Board of Directors, except those powers expressly made nondelegable by Section 311 of the California General Corporation Law.

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ARTICLE IV

INDEMNIFICATION

Section 4.01 Definitions

For the purpose of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes attorneys' fees and any expenses of establishing a right to indemnification under section 4.04 or Section 4.05(c).

Section 4.02 Indemnification in Actions byThird Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if such person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

Section 4.03 Indemnification in Actions byor in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 4.03 for any of the following:

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(a)          In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.

(b)          Of amounts paid in settling or otherwise disposing of a threatened or pending action without court approval; or

(c)          Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.04 Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Section 4.02 or 4.03 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 4.05 Required Determinations

Except as provided in Section 4.04, any indemnification under Section 4.02 or 4.03 shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 4.02 or 4.03 by any of the following:

(a)          A majority vote of a quorum consisting of directors who are not parties to such proceeding.

(b)          If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion.

(c)          Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon.

(d)          The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

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Section 4.06 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 4.07 Indemnification of Directors and Officers

Notwithstanding the other provisions of Sections 4.02 through 4.06, the corporation shall indemnify, defend and hold harmless all persons acting in the capacity of director and/or officer of the corporation from and against all claims, liabilities and costs incurred by such persons for acts, omissions or transactions while acting in the capacity of director of the corporation; including acts, omissions or transactions involving a breach of duty to the corporation or its shareholders, subject to the limitations required by paragraphs (10) and (11) of Section 204(a) of the California General Corporation Law, or successor provisions thereto.

Section 4.08 Other Indemnification

No provision by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding whether contained in the Articles of Incorporation, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. The indemnification authorized by this Article shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in the Articles of Incorporation. The indemnification provided by this Article for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the corporation but not involving breach of duty to the corporation and its shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorized in the Articles of Incorporation. The rights to indemnify hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of the person. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 4.09 Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Section 4.04 or 4.05(c) in any circumstances where it appears:

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(a)           That it would be inconsistent with a provision of the Articles of Incorporation, Bylaws, a resolution of the shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)           That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE V

OFFICERS

Section 5.01 Officers - Enumeration

The officers of this corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chair of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Chief Financial Officers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices. In its discretion, the Board of Directors may leave unfilled for any period it may fix, any office except the office of the President and Secretary.

Section 5.02 Election

The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by and serve at the pleasure of the Board of Directors, and each shall hold his or her office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successors shall be elected and qualified.

Section 5.03 Subordinate Officers

The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agents, to specify their duties, and the authority to determine their compensation.

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Section 5.04 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, by any committee or officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.05 Vacancies

If the office of the President, Vice-President, Secretary, Chief Financial Officer, Assistant Secretary or Assistant Chief Financial Officer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold the office for the unexpired term, and until a successor is elected.

Section 5.06 Chair of the Board

The Chair of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by the Bylaws. If there is no President, or in the absence or disability of the President, the Chair of the Board, if there be one, shall in addition be the Chief Executive Officer of the corporation and shall the have the powers and duties prescribed in Section 5.07 of this Article V.

Section 5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chair of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his or her duties he or she shall:

(a)          Preside at all meetings of the shareholders and in the absence of the Chair of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

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(b)          Sign all certificates of stock of the corporation, in conjunction with the Secretary or Assistant Secretary, unless otherwise ordered by the Board of Directors.

(c)          When authorized by the Board of Directors, execute, in the name of the corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the corporation's business may require;

(d)          Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the corporation;

(e)          Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him or her, and act and vote on behalf of the corporation, at all meetings of the shareholders of any corporation in which this corporation holds stock.

Section 5.08 Vice-President

In the absence or disability of the President and the Chair of the Board, if there be one, the Vice-Presidents, if there be any, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all restrictions upon, the President. The Vice-President or Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.09 Secretary

The Secretary shall:

(a)          Sign with the President or a Vice-President, certificates for shares in the corporation.

(b)          Certify and keep at the principal executive office of the corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c)          Keep at the principal office of the corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' meetings and the proceedings thereof.

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(d)          See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a Secretary, or his or her refusal or neglect to act, notice may be given and serviced by an Assistant Secretary or by the President, or Vice-President, or by the Board of Directors.

(e)          Exhibit at all reasonable times, the seal of the corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f)           See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

(g)          Exhibit at all reasonable times, to any director, or shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the shareholders and directors of the corporation.

(h)          In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him or her by the Board of Directors.

(i)           In the case of absence or disability of the Secretary or his or her refusal or neglect to act, the Assistant Secretary, or if there be none, the Chief Financial Officer acting as Assistant Secretary, may perform all of the functions of a Secretary. In the absence, inability, refusal or neglect to act of the Secretary, and the Assistant Secretary and the Chief Financial Officer, any person authorized by the President, the Vice-President or the Board of Directors may perform the functions of a Secretary.

Section 5.10 Assistant Secretary

At the request of the Secretary, or in his or her absence or disability, the Assistant Secretary, designated by the Secretary, shall perform all the duties of the Secretary, and when so acting shall have all the powers of, and be subject to all restrictions upon, the Secretary. The Assistant Secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the Secretary.

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Section 5.11 Chief Financial Officer

The Chief Financial Officer shall:

(a)          Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b)          Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c)          Disburse or cause to be disbursed, the funds of the corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d)          Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

(e)          Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the corporation, where such books and records are kept.

(f)           Render to the President and directors, whenever they request it, an account of all these transactions as Chief Financial Officer, and of the financial condition of the corporation.

(g)          Certify the financial statements to be included in the annual report to shareholders and prepare or cause to be prepared, statements of the affairs of the corporation where requested by shareholders holding at least ten percent (10%) of the number of outstanding shares of the corporation.

(h)          Give to the corporation a bond, if required by the Board of Directors, or by the President, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(i)           In general, perform all the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him or her by the Board of Directors.

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(j)           In case of the absence or the disability of the Chief Financial Officer, or his or her refusal or neglect to act, the Assistant Secretary or the Secretary acting as Assistant Secretary may perform all the functions of the Chief Financial Officer. In the absence, inability, refusal or neglect to act of the Chief Financial Officer, the Assistant Secretary and the Secretary, any person authorized by the President, Vice-President or the Board of Directors may perform the functions of the Chief Financial Officer.

Section 5.12 Assistant Chief Financial Officer

The Assistant Chief Financial Officer, if required to do so by the Board of Directors, shall respectively give bonds for the faithful discharge of his duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the Chief Financial Officer, or in his absence or disability, the Assistant Chief Financial Officer designated by him or her shall perform all the duties of the Chief Financial Officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the Chief Financial Officer. He shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Financial Officer.

Section 5.13 Salaries

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any officer employed by the corporation shall execute an agreement as a condition of employment to provide that, in the event salary payments shall be disallowed in whole or in part as a deductible expense for income tax purposes, said salary shall be reimbursed by such officer to the corporation to the full extent of the disallowance.

ARTICLE VI

COMMITTEES

The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)          The approval of any action for which the General Corporation Law also requires shareholders' approval or approval of the outstanding shares;

(b)          The filling of vacancies on the Board or on any committee;

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(c)          The fixing of compensation of the directors for serving on the Board or on any committee;

(d)          The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)          The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)           A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(g)          The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Article III applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

ARTICLE VII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 7.01 Authority for Execution of Contracts and Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.02 Bank Accounts and Deposits

(a)          All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies, money market accounts, brokerages or depositories as the Board of Directors may select or as may be selected by any officer or officers of the corporation, agent or agents of the corporation, to whom such power may be delegated from time to time by the Board of Directors.

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(b)           Endorsements for deposits to the credit of the corporation, and any of its duly authorized depositories may be made without counter-signature by the President or a Vice-President, or the Chief Financial Officer or the Assistant Chief Financial Officer, or by any other officer or agent of the corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the corporation.

(c)           All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

ISSUANCE AND TRANSFER OF SHARES

Section 8.01 Certificates for Fully Paid Shares

(a)           The corporation shall issue shares when fully paid.

(b)           The corporation may issue certificates for shares prior to full payment under restrictions as the Board of Directors may provide. The certificates for shares issued prior to full payment shall state the amount remaining unpaid and the terms and payment thereof. As a condition of transfer on the books of the corporation, of shares issued prior to full payment, the corporation may require that payment in full of the purchase or subscription price shall be made prior to transfer.

Section 8.02 Consideration for Shares

No shares of stock shall be issued by the corporation except in consideration of any or all of the following:

(i)           Money paid;

(ii)          Labor done;

(iii)         Services actually rendered on or for the corporation's benefit or in the corporation's formation or reorganization;

(iv)         Debts or securities canceled;

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(v)          Tangible or intangible properties actually received by the corporation or a wholly-owned subsidiary;

(vi)         A promissory note, provided it is adequately secured by collateral other than the shares acquired;

(vii)        As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class, conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class or other change affecting outstanding shares.

Section 8.03 Contents of Share Certificates

Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(i)           The certificate number;

(ii)          The date of issuance;

(iii)         The name of the record holder of the shares represented thereby;

(iv)         The number of shares, and a designation, if any, of the class or series represented thereby;

(v)          The par value, if any, of the shares represented thereby, or a statement that the shares are without par value.

Section 8.04 Signing Certificates - Facsimile Signatures

Any or all of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05 Cancellation and Exchange of Certificates

When the Articles of Incorporation are amended in any way to affect the statement contained in the certificates for outstanding shares, or, it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefor, conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificates so ordered to be surrendered is not entitled to vote or receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance.

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Section 8.06 Replacement of Lost or Destroyed Certificates

Except as provided in this Section 8.06, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 8.07 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 8.08 Conditions of Transfer

A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the Secretary of the corporation or its transfer agent, if any, such facts shall be stated in the entry of the transfer.

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse the transfer unless the person gives adequate security or bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

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Section 8.09 Record Date and Closing Stock Books

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of the payment, distribution or allotment or exercise of any rights, whichever is later.

ARTICLE IX

CORPORATE RECORDS, REPORTS AND SEAL

Section 9.01 Minutes of Corporate Meetings

The corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' or members' meetings, and the proceedings thereof.

Section 9.02 Books of Account

The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus, or surplus arising from reduction of stated capital, shall be classified according to source and shown in a separate account.

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Section 9.03 Share Register

The corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the shareholders, their addresses, the number of shares of each class held by each shareholder, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 9.04 of these Bylaws.

Section 9.04 Inspection of Records

(a)          A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)           Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

(ii)          Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

(b)          The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

(c)          The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or as a holder of such voting trust certificate.

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(d)          Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 9.05 Annual Report to Shareholders

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 9.06 Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to each such shareholder.

A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation may make a written request to the corporation for (i) an income statement of the corporation for the initial three-month, six-month, or nine-month period of the current fiscal year if that period ended more than 30 days prior to the date of the shareholder's request and/or (ii) a balance sheet of the corporation as of the end of that period. The Chief Financial Officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

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Section 9.07 Corporate Seal

The Board of Directors may adopt, use and, at will, alter a corporate seal. The failure to affix the seal does not affect the validity of any instrument.

Section 9.08 Authorization to Represent Shares of Other Corporations

The Chair of the Board, the President, or any Vice-President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

ARTICLE X

CERTIFICATION, INSPECTION AND AMENDMENT OF BYLAWS

Section 10.01 Certification and Inspection of Bylaws

The corporation shall keep in its principal executive office for the transaction of its business, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary of the corporation, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 10.02 Adoption, Amendment, Repeal of Bylaws by Shareholders

The Bylaws may be adopted, amended or repealed by the vote or the written assent of shareholders entitled to exercise the majority of the voting power of the corporation, except where a greater number is required by law, and provided that such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law.

Section 10.03 Adoption, Amendment, Repeal of Bylaws by Directors

Notwithstanding the right of shareholders to adopt, amend or repeal Bylaws, the Bylaws may be adopted, amended or repealed by the Board of Directors, provided such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law, and provided that the Board of Directors may not adopt a Bylaw or Amendment thereof changing the authorized number of directors except as provided by these Bylaws.

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EX-3.14

ARTICLES OF INCORPORATION

OF

FRI II, INC.

I

The name of this Corporation is FRI II, INC.

II

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name in the state of California of this corporation's initial agent for service of process is:

Howard G. Berger, M.D.

1510 Cotner Avenue

Los Angeles, CA 90025

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 100.000.

V

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

VI

The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.

Dated: 9/6/2007

/s/ Richelle Reed

Richelle Reed, Incorporator

EX-3.15

BYLAWS

OF

FRI II, INC.

a California corporation

ARTICLE I

OFFICES

Section 1.01 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at 1510 Cotner Avenue, Los Angeles, California 90025.

The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02 Other Offices

The corporation may also have offices at such other places, within or without the State of California, where the corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS' MEETINGS

Section 2.01 Place of Meetings

Meetings of shareholders shall be held at any place within or without the state designated by the Board of Directors pursuant to authority hereinafter granted to the Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation shareholders' meetings shall be held at the principal executive office of the corporation. Any meeting is valid wherever held, if held by the written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

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Section 2.02 Time of Annual Meeting - Business Transacted

The annual meeting of shareholders shall be held on the first Monday in October, at the hour of 10:00 a.m., or at such other time or date as the Board of Directors may determine. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2.03 Notice of Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.04 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 2.04 Calling of Special Meetings

A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the Board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 2.03 and 2.04 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 2.04 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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Section 2.05 Quorum of Shareholders

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.06 Adjourned Meeting and Notice Thereof

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.05 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.03 and 2.04 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.07 Entry of Notice

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such shareholder, as required by law and these Bylaws.

Section 2.08 Determining Shareholders of Record

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

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If the Board of Directors does not so fix a record date:

(a)         The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)         The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 2.09 Voting

The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of this corporation on the record date determined in accordance with Section 2.08 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a)       Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name.

(b)       Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c)        Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

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(d)       Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation.

(e)        Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine or, in the absence of such determination, by the chairman of the Board, president or any vice president of such other corporation, or by any person authorized to do so by the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of the corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f)        Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g)       Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h)       If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i)       If only one votes; such act binds all;

(ii)      If more than one votes, the act of the majority so binds all;

(iii)     If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority of even split for the purpose of this section shall be a majority or even split in interest.

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Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principal among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 2.10 Proxies

Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 2.11 Consent of Absentees

The transactions of any meetings of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

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Section 2.12 Action Without A Meeting

Any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.04 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by the approval.

Section 2.13 Conduct of Meeting

At every meeting of the shareholders, the president, or in his or her absence, the vice-president designated by the president, or in the absence of such designation, a chairman, (who shall be one of the vice-presidents, if any is present) chosen by a majority in interest of the shareholders of the corporation present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation, or in his or her absence an assistant secretary, shall act as secretary at all meetings of the shareholders. In the absence of the secretary at such meeting, or assistant secretary, the chairman may appoint another person to act as secretary of the meeting.

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Section 2.14 Inspectors of Election

Before any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)       Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies.

(b)       Receive votes, ballots or consents;

(c)       Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)       Count and tabulate all votes or consents;

(e)       Determine when the polls shall close;

(f)        Determine the result; and

(g)       Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.01 Directors Defined

Directors, when used in relation to any power or duty requiring collective action, means “Board of Directors.”

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Section 3.02 Number of Directors

The corporation shall have one (1) director. Notwithstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term “whole Board” means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be adopted only by approval of the outstanding shares; provided, however, that a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3.03 Term of Office

The directors shall be elected at each annual meeting of the shareholders, but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

Section 3.04 Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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Any director may resign effective on giving written notice to the chairman of the Board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 3.05 Removal of Directors

The entire Board of Directors or any individual director may be removed from office in the manner provided by law.

Section 3.06 Place of Meeting

Regular meetings of the Board of Directors may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 3.07 Regular Meetings

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, or any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.08 Call of Special Meeting

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice-president or the secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.09 Quorum

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10   Participation in Meetings by Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.11 Action by Consent of Board Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed in the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, these Bylaws authorized the directors to so act, and any such statement shall be prima facie evidence of such authority.

Section 3.12 Adjournment

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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Section 3.13 Conduct of Meeting

At every meeting of the Board of Directors the chairman of the Board of Directors, if there shall be such an officer, and if not, the president, or in his absence, the vice-president designated by him, or in the absence of such designation, the chairman chosen by a majority of the directors present shall preside. The secretary of the corporation shall act as secretary of the meeting. In case the secretary shall be absent from any meeting, the chairman may appoint any person to act as secretary of the meeting.

Section 3.14 Compensation

Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefore.

ARTICLE IV

INDEMNIFICATION

Section 4.01 Definitions

For the purpose of this Article, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes attorneys' fees and any expenses of establishing a right to indemnification under section 4.04 or Section 4.05(c).

Section 4.02 Indemnification in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

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Section 4.03  Indemnification in Actions by or in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 4.03.

(a)        In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.

(b)       Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c)       Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.04. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Section 4.02 or 4.03 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 4.05 Required Determinations

Except as provided in Section 4.04, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 4.02 or 4.03 by:

(a)       A majority vote of a quorum consisting of directors who are not parties to such proceeding;

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(b)       Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c)        The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Section 4.06 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final deposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 4.07 Other Indemnification

No provision by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 4.08 Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Section 4.04 or 4.05(c) in any circumstances where it appears:

(a)       That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)       That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE V

OFFICERS

Section 5.01 Officers - Enumeration

The officers of a corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices. In its discretion, the Board of Directors may leave unfilled for any period it may fix, any office except the office of the president and secretary.

Section 5.02 Election

The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by and serve at the pleasure of the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successors shall be elected and qualified.

Section 5.03 Subordinate Officers

The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agent, to specify their duties, and the authority to determine their compensation.

Section 5.04 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, by any committee or officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5.05 Vacancies

If the office of the president, vice president, secretary, chief financial officer, assistant secretary or assistant treasurer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold the office for the unexpired term, and until a successor is elected.

Section 5.06 Chairman of the Board

The chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, or in the absence or disability of the president, the chairman of the Board, if there be one, shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a)       Preside at all meetings of the shareholders and in the absence of the chairman of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b)       Sign all certificates of stock of the corporation, in conjunction with the secretary or assistant secretary, unless otherwise ordered by the Board of Directors.

(c)       When authorized by the Board of Directors, execute, in the name of the corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the corporation's business may require;

(d)       Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the corporation;

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(e)       Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote in behalf of the corporation, at all meetings of the shareholders of any corporation in which this corporation holds stock.

Section 5.08 Vice President

In the absence or disability of the president and the chairman of the board, if there be one, the vice presidents, if there be any, in order of their rank as fixed by the Board of Directors or, if not ranked, the vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice president or vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.09 Secretary

The secretary shall:

(a)       Sign with the president or a vice president, certificates for shares in the corporation.

(b)       Certify and keep at the principal executive office of the corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c)       Keep at the principal office of the corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' meetings and the proceedings thereof.

(d)       See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a secretary, or his refusal or neglect to act, notice may be given and serviced by an assistant secretary or by the president or vice president or by the Board of Directors.

(e)       Exhibit at all reasonable times, the seal of the corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f)        See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

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(g)       Exhibit at all reasonable times, to any directors, or shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the shareholders and directors of the corporation.

(h)       In general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned to him by the Board of Directors.

(i)        In the case of absence or disability of the secretary or his or her refusal or neglect to act, the assistant secretary, or if there be none, the chief financial officer acting as assistant secretary, may perform all of the functions of a secretary. In the absence or inability to act, or refusal or neglect to act, of both the secretary and the assistant secretary, the chief financial officer or any person thereunto authorized by the president or the vice president, or by the Board of Directors may perform the functions of a secretary.

Section 5.10 Assistant Secretary

At the request of the secretary, or in his or her absence or disability, the assistant secretary, designated by the secretary, shall perform all the duties of the secretary, and when so acting shall have all the powers of, and be subject to all restrictions upon, the secretary. The assistant secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the secretary.

Section 5.11 Chief Financial Officer

The chief financial officer shall:

(a)       Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b)       Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c)       Disburse or cause to be disbursed, the funds of the corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d)       Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

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(e)       Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the corporation, where such books and records are kept.

(f)        Render to the president and directors, whenever they request it, an account of all these transactions as chief financial officer, and of the financial condition of the corporation.

(g)       Prepare or cause to be prepared, and certify the financial statements to be included in the annual report to shareholders statements of the affairs of the corporation where requested by shareholders holding at least ten percent (10%) of the number of outstanding shares of the corporation.

(h)       Give to the corporation a bond, if required by the Board of Directors, or by the president, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(i)        In general, perform all the duties incident to the office of chief financial officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j)        In case of the absence or the disability of the chief financial officer, or his refusal or neglect to act, the assistant secretary or the secretary acting as assistant secretary may perform all the functions of the chief financial officer. In the absence or inability to act, or refusal or neglect to act, of both the chief financial officer and the secretary, any person thereunto authorized by the president or vice president or by the Board of Directors may perform the functions of the chief financial officer.

Section 5.12 Assistant Treasurer

The assistant treasurer, if required so to do by the Board of Directors, shall respectively give bonds for the faithful discharge of his duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the chief financial officer, or in his absence or disability, the assistant treasurer designated by him shall perform all the duties of the chief financial officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the chief financial officer. He shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the chief financial officer.

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Section 5.13 Salaries

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any officer employed by the corporation shall execute an agreement as a condition of employment to provide that, in the event salary payments shall be disallowed in whole or in part as a deductible expense for income tax purposes, said salary shall be reimbursed by such officer to the corporation to the full extent of the disallowance.

ARTICLE VI

COMMITTEES

The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)       The approval of any action for which the General Corporation Law also requires shareholders' approval or approval of the outstanding shares;

(b)       The filing of vacancies on the Board or on any committee;

(c)       The fixing of compensation of the directors for serving on the Board or on any committee;

(d)       The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)       The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)        A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(g)       The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

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ARTICLE VII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 7.01 Authority for Execution of Contracts and Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.02 Bank Accounts and Deposits

(a)       All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies or depositories as the Board of Directors may select or as may be selected by any officer or officers of the corporation, agent or agents of the corporation, to whom such power may be delegated from time to time by the Board of Directors.

(b)       Endorsements for deposits to the credit of the corporation, and any of its duly authorized depositories may be made without counter-signature by the president or a vice president, or the chief financial officer or the assistant treasurer, or by any other officer or agent of the corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the corporation.

(c)       All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

ISSUANCE AND TRANSFER OF SHARES

Section 8.01 Certificates for Fully Paid Shares

(a)       The corporation shall issue shares when fully paid.

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(b)       The corporation may issue certificates for shares prior to full payment under restrictions as the Board of Directors may provide. The certificates for shares issued prior to full payment shall state the amount remaining unpaid and the terms and payment thereof. As a condition of transfer on the books of the corporation, of shares issued prior to full payment, the corporation may require that payment in full of the purchase or subscription price shall be made prior to transfer.

Section 8.02 Consideration for Shares

No shares of stock shall be issued by the corporation except in consideration of any or all of the following:

(a)       Money paid;

(b)       Labor done;

(c)       Services actually rendered or for the corporation's benefit or in the corporation's formation or reorganization;

(d)       Debts or securities canceled;

(e)       Tangible or intangible properties actually received by the corporation or a wholly-owned subsidiary;

(f)        Upon receipt of a promissory note provided it is adequately secured by collateral other than the shares acquired;

(g)       As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class, conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class or other change affecting outstanding shares.

Section 8.03 Contents of Share Certificates

Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)       The certificate number;

(b)       The date of issuance;

(c)       The name of the record holder of the shares represented thereby;

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(d)       The number of shares, and a designation, if any, of the class or series represented thereby;

(e)       The par value, if any, of the shares represented thereby, or a statement that the shares are without par value.

Section 8.04 Signing Certificates - Facsimile Certificates

Any or all of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05 Cancellation and Exchange of Certificates

When the Articles are amended in any way affecting the statement contained in the certificates for outstanding shares, or, it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefore, conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificates so ordered to be surrendered is not entitled to vote or receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance.

Section 8.06 Replacement of Lost or Destroyed Certificates

Except as provided in this Section 8.06, no new certificates for shares shall be issued to replace an old certificate unless the later is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 8.07 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 8.08 Conditions of Transfer

A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the secretary of the corporation or its transfer agent, if any, such facts shall be stated in the entry of the transfer.

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefore, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse the transfer unless the person gives adequate security or bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

Section 8.09 Record Date and Closing Stock Books

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

ARTICLE IX

CORPORATE RECORDS, REPORTS AND SEAL

Section 9.01 Minutes of Corporate Meetings

The corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors' meetings, the number of shares or members present or represented at shareholders' or members' meetings, and the proceedings thereof.

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Section 9.02 Books of Account

The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus, surplus arising from reduction of stated capital, shall be classified according to source and shown in a separate account.

Section 9.03 Share Register

The corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the shareholders, their addresses, the number of classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 9.04 of these Bylaws.

Section 9.04 Inspection of Records

(a)       A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)       Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours upon five business days' prior written demand upon the corporation; or

(ii)      Obtain from the transfer agent, if any, for the corporation, upon five business days' prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

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(b)       The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate.

(c)       The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interests as a shareholder or as a holder of such voting trust certificate.

(d)       Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 9.05 Annual Report to Shareholders

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 9.06 Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to each such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six- month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

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The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 9.07 Corporate Seal

The Board of Directors may adopt, use and, at will, alter a corporate seal. The failure to affix the seal does not affect the validity of any instrument.

Section 9.08  Authorization to Represent Shares of Other Corporations

The chairman of the Board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

ARTICLE X

CERTIFICATION, INSPECTION AND AMENDMENT OF BYLAWS

Section 10.01 Certification and Inspection of Bylaws

The corporation shall keep in its principal executive office for the transaction of its business, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the secretary of the corporation, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 10.02 Adoption, Amendment, Repeal of Bylaws by Shareholders

The Bylaws may be adopted, amended or repealed by the vote or the written assent of shareholders entitled to exercise the majority of the voting power of the corporation, except where a greater number is required by law, and provided that such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law.

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Section 10.03 Adoption, Amendment, Repeal of Bylaws by Directors

Notwithstanding the right of shareholders to adopt, amend or repeal Bylaws, the Bylaws may be adopted, amended or repealed by the Board of Directors, provided such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law, and provided that the Board of Directors may not adopt a Bylaw or Amendment thereof changing the authorized number of directors except as provided by these Bylaws.

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EX-3.16

ARTICLES OF INCORPORATION

OF

FRI, INC.

1. NAME: The name of this corporation is FRI, Inc.

2. PURPOSE: The purpose of this corporation is to engage in any lawful activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust business or the practice of a profession permitted to be incorporated by the California Corporations Code.

3. INITIAL AGENT: The name and address in the State of California of this corporation’s initial agent for service of process is:

Howard G. Berger, M.D.

1510 Cotner Avenue

Los Angeles, CA 90025

4. AUTHORIZED CAPITAL: This corporation is authorized to issue only one class of shares, which may be designated “common” shares. The total number of such shares which may be issued is one million (1,000,000) shares.

5. DIRECTOR LIABILITY: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

6. INDEMNIFICATION: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agent, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

DATED:     July 10th, 2006

/s/ Monica Corbella

Monica Corbella Incorporation

EX-3.17

BYLAWS

OF

FRI, INC.

a California corporation

ARTICLE I

OFFICES

Section 1.01 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at 1510 Cotner Avenue, Los Angeles, California 90025.
  

The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02 Other Offices

The corporation may also have offices at such other places, within or without the State of California, where the corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 2.01 Place of Meetings

Meetings of shareholders shall be held at any place within or without the state designated by the Board of Directors pursuant to authority hereinafter granted to the Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation shareholders’ meetings shall be held at the principal executive office of the corporation. Any meeting is valid wherever held, if held by the written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

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Section 2.02 Time of Annual Meeting - Business Transacted

The annual meeting of shareholders shall be held on the first Monday in October, at the hour of 10:00 a.m., or at such other time or date as the Board of Directors may determine. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2.03 Notice of Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.04 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 2.04 Calling of Special Meetings

A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the Board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 2.03 and 2.04 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 2.04 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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Section 2.05 Quorum of Shareholders

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.06 Adjourned Meeting and Notice Thereof

Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.05 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.03 and 2.04 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.07 Entry of Notice

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such shareholder, as required by law and these Bylaws.

Section 2.08 Determining Shareholders of Record

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

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If the Board of Directors does not so fix a record date:

(a)       The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)       The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 2.09 Voting

The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of this corporation on the record date determined in accordance with Section 2.08 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a)       Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder’s name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee’s name.

(b)      Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c)       Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

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(d)      Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor’s property has been appointed and written notice of such appointment given to the corporation.

(e)       Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine or, in the absence of such determination, by the chairman of the Board, president or any vice president of such other corporation, or by any person authorized to do so by the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of the corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f)       Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g)      Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h)      If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i)      If only one votes; such act binds all;

(ii)     If more than one votes, the act of the majority so binds all;

(iii)    If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held i unequal interests, a majority of even split for the purpose of this section shall be a majority or even split in interest.

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Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principal among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 2.10 Proxies

Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 2.11 Consent of Absentees

The transactions of any meetings of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

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Section 2.12 Action Without A Meeting

Any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.04 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by the approval.

Section 2.13 Conduct of Meeting

At every meeting of the shareholders, the president, or in his or her absence, the vice-president designated by the president, or in the absence of such designation, a chairman, (who shall be one of the vice-presidents, if any is present) chosen by a majority in interest of the shareholders of the corporation present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation, or in his or her absence an assistant secretary, shall act as secretary at all meetings of the shareholders. In the absence of the secretary at such meeting, or assistant secretary, the chairman may appoint another person to act as secretary of the meeting.

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Section 2.14 Inspectors of Election

Before any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)       Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies.

(b)      Receive votes, ballots or consents;

(c)       Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)       Count and tabulate all votes or consents;

(e)       Determine when the polls shall close;

(f)        Determine the result; and

(g)       Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.01 Directors Defined

Directors, when used in relation to any power or duty requiring collective action, means “Board of Directors.”

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Section 3.02 Number of Directors

The corporation shall have one (1) director. Notwithstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term “whole Board” means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa maybe adopted only by approval of the outstanding shares; provided, however, that a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3.03 Term of Office

The directors shall be elected at each annual meeting of the shareholders, but, if any such annual meeting is not held or the directors are not elected thereat, the directors maybe elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

Section 3.04 Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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Any director may resign effective on giving written notice to the chairman of the Board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.05 Removal of Directors

The entire Board of Directors or any individual director may be removed from office in the manner provided by law.

Section 3.06 Place of Meeting

Regular meetings of the Board of Directors may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 3.07 Regular Meetings

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, or any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.08 Call of Special Meeting

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice-president or the secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.09 Quorum

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10   Participation in Meetings by Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.11 Action by Consent of Board Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed in the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, these Bylaws authorized the directors to so act, and any such statement shall be prima facie evidence of such authority.

Section 3.12 Adjournment

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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Section 3.13 Conduct of Meeting

At every meeting of the Board of Directors the chairman of the Board of Directors, if there shall be such an officer, and if not, the president, or in his absence, the vice-president designated by him, or in the absence of such designation, the chairman chosen by a majority of the directors present shall preside. The secretary of the corporation shall act as secretary of the meeting. In case the secretary shall be absent from any meeting, the chairman may appoint any person to act as secretary of the meeting.

Section 3.14 Compensation

Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefore.

ARTICLE IV

INDEMNIFICATION

Section 4.01 Definitions

For the purpose of this Article, “agent” includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes attorneys’ fees and any expenses of establishing a right to indemnification under section 4.04 or Section 4.05(c).

Section 4.02 Indemnification in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

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Section 4.03  Indemnification in Actions by or in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 4.03.

(a)       In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.

(b)      Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c)       Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.04. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Section 4.02 or 4.03 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 4.05 Required Determinations

Except as provided in Section 4.04, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 4.02 or 4.03 by:

(a)       A majority vote of a quorum consisting of directors who are not parties to such proceeding;

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(b)      Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c)       The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Section 4.06 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final deposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 4.07 Other Indemnification

No provision by the corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 4.08 Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Section 4.04 or 4.05(c) in any circumstances where it appears:

(a)       That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)      That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE V

OFFICERS

Section 5.01   Officers - Enumeration

The officers of a corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices. In its discretion, the Board of Directors may leave unfilled for any period it may fix, any office except the office of the president and secretary.

Section 5.02 Election

The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by and serve at the pleasure of the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successors shall be elected and qualified.

Section 5.03 Subordinate Officers

The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agent, to specify their duties, and the authority to determine their compensation.

Section 5.04 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, by any committee or officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5.05 Vacancies

If the office of the president, vice president, secretary’, chief financial officer, assistant secretary or assistant treasurer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold the office for the unexpired term, and until a successor is elected.

Section 5.06 Chairman of the Board

The chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, or in the absence or disability of the president, the chairman of the Board, if there be one, shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a)       Preside at all meetings of the shareholders and in the absence of the chairman of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b)      Sign all certificates of stock of the corporation, in conjunction with the secretary or assistant secretary, unless otherwise ordered by the Board of Directors.

(c)       When authorized by the Board of Directors, execute, in the name of the corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the corporation’s business may require;

(d)      Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the corporation;

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(e)           Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote in behalf of the corporation, at all meetings of the shareholders of any corporation in which this corporation holds stock.

Section 5.08 Vice President

In the absence or disability of the president and the chairman of the board, if there be one, the vice presidents, if there be any, in order of their rank as fixed by the Board of Directors or, if not ranked, the vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice president or vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.09 Secretary

The secretary shall:

(a)       Sign with the president or a vice president, certificates for shares in the corporation.

(b)      Certify and keep at the principal executive office of the corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c)       Keep at the principal office of the corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares or members present or represented at shareholders’ meetings and the proceedings thereof.

(d)      See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a secretary, or his refusal or neglect to act, notice may be given and serviced by an assistant secretary or by the president or vice president or by the Board of Directors.

(e)       Exhibit at all reasonable times, the seal of the corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f)       See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

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(g)      Exhibit at all reasonable times, to any directors, or shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the shareholders and directors of the corporation.

(h)      In general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned to him by the Board of Directors.

(i)        In the case of absence or disability of the secretary or his or her refusal or neglect to act, the assistant secretary, or if there be none, the chief financial officer acting as assistant secretary, may perform all of the functions of a secretary. In the absence or inability to act, or refusal or neglect to act, of both the secretary and the assistant secretary, the chief financial officer or any person thereunto authorized by the president or the vice president, or by the Board of Directors may perform the functions of a secretary.

Section 5.10 Assistant Secretary

At the request of the secretary, or in his or her absence or disability, the assistant secretary, designated by the secretary, shall perform all the duties of the secretary, and when so acting shall have all the powers of, and be subject to all restrictions upon, the secretary. The assistant secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the secretary.

Section 5.11 Chief Financial Officer

The chief financial officer shall:

(a)       Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b)      Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c)       Disburse or cause to be disbursed, the funds of the corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d)       Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

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(e)       Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the corporation, where such books and records are kept.

(f)       Render to the president and directors, whenever they request it, an account of all these transactions as chief financial officer, and of the financial condition of the corporation.

(g)      Prepare or cause to be prepared, and certify the financial statements to be included in the annual report to shareholders statements of the affairs of the corporation where requested by shareholders holding at least ten percent (10%) of the number of outstanding shares of the corporation.

(h)      Give to the corporation a bond, if required by the Board of Directors, or by the president, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(i)        In general, perform all the duties incident to the office of chief financial officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j)        In case of the absence or the disability of the chief financial officer, or his refusal or neglect to act, the assistant secretary or the secretary acting as assistant secretary may perform all the functions of the chief financial officer. In the absence or inability to act, or refusal or neglect to act, of both the chief financial officer and the secretary, any person thereunto authorized by the president or vice president or by the Board of Directors may perform the functions of the chief financial officer.

Section 5.12 Assistant Treasurer

The assistant treasurer, if required so to do by the Board of Directors, shall respectively give bonds for the faithful discharge of his duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the chief financial officer, or in his absence or disability, the assistant treasurer designated by him shall perform all the duties of the chief financial officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the chief financial officer. He shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the chief financial officer.

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Section 5.13 Salaries

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any officer employed by the corporation shall execute an agreement as a condition of employment to provide that, in the event salary payments shall be disallowed in whole or in part as a deductible expense for income tax purposes, said salary shall be reimbursed by such officer to the corporation to the full extent of the disallowance.

ARTICLE VI

COMMITTEES

The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)       The approval of any action for which the General Corporation Law also requires shareholders’ approval or approval of the outstanding shares;

(b)      The filing of vacancies on the Board or on any committee;

(c)       The fixing of compensation of the directors for serving on the Board or on any committee;

(d)      The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)       The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)       A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(g)      The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

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ARTICLE VII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 7.01   Authority for Execution of Contracts and Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.02 Bank Accounts and Deposits

(a)       All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies or depositories as the Board of Directors may select or as may be selected by any officer or officers of the corporation, agent or agents of the corporation, to whom such power may be delegated from time to time by the Board of Directors.

(b)      Endorsements for deposits to the credit of the corporation, and any of its duly authorized depositories may be made without counter-signature by the president or a vice president, or the chief financial officer or the assistant treasurer, or by any other officer or agent of the corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the corporation.

(c)       All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

ISSUANCE AND TRANSFER OF SHARES

Section 8.01 Certificates for Fully Paid Shares

(a)       The corporation shall issue shares when fully paid.

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(b)           The corporation may issue certificates for shares prior to full payment under restrictions as the Board of Directors may provide. The certificates for shares issued prior to full payment shall state the amount remaining unpaid and the terms and payment thereof. As a condition of transfer on the books of the corporation, of shares issued prior to full payment, the corporation may require that payment in full of the purchase or subscription price shall be made prior to transfer.

Section 8.02 Consideration for Shares

No shares of stock shall be issued by the corporation except in consideration of any or all of the following:

(a)       Money paid;

(b)       Labor done;

(c)       Services actually rendered or for the corporation’s benefit or in the corporation’s formation or reorganization;

(d)       Debts or securities canceled;

(e)       Tangible or intangible properties actually received by the corporation or a wholly-owned subsidiary;

(f)       Upon receipt of a promissory note provided it is adequately secured by collateral other than the shares acquired;

(g)       As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class, conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class or other change affecting outstanding shares.

Section 8.03 Contents of Share Certificates

Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)       The certificate number;

(b)       The date of issuance;

(c)       The name of the record holder of the shares represented thereby;

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(d)      The number of shares, and a designation, if any, of the class or series represented thereby;

(e)       The par value, if any, of the shares represented thereby, or a statement that the shares are without par value.

Section 8.04 Signing Certificates - Facsimile Certificates

Any or all of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05 Cancellation and Exchange of Certificates

When the Articles are amended in any way affecting the statement contained in the certificates for outstanding shares, or, it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefore, conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificates so ordered to be surrendered is not entitled to vote or receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance.

Section 8.06 Replacement of Lost or Destroyed Certificates

Except as provided in this Section 8.06, no new certificates for shares shall be issued to replace an old certificate unless the later is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 8.07 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 8.08 Conditions of Transfer

A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the secretary of the corporation or its transfer agent, if any, such facts shall be stated in the entry of the transfer.

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefore, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse the transfer unless the person gives adequate security or bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

Section 8.09 Record Date and Closing Stock Books

or purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

ARTICLE IX

CORPORATE RECORDS, REPORTS AND SEAL

Section 9.01 Minutes of Corporate Meetings

The corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors’ meetings, the number of shares or members present or represented at shareholders’ or members’ meetings, and the proceedings thereof.

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Section 9.02 Books of Account

The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus, surplus arising from reduction of stated capital, shall be classified according to source and shown in a separate account.

Section 9.03 Share Register

The corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the shareholders, their addresses, the number of classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 9.04 of these Bylaws.

Section 9.04 Inspection of Records

(a)       A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)      Inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation; or

(ii)     Obtain from the transfer agent, if any, for the corporation, upon five business days’ prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

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(b)      The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder’s interest as a shareholder or holder of a voting trust certificate.

(c)       The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as a holder of such voting trust certificate.

(d)       Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 9.05 Annual Report to Shareholders

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 9.06 Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to each such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

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The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 9.07 Corporate Seal

The Board of Directors may adopt, use and, at will, alter a corporate seal. The failure to affix the seal does not affect the validity of any instrument.

Section 9.08  Authorization to Represent Shares of Other Corporations

The chairman of the Board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

ARTICLE X

CERTIFICATION, INSPECTION AND AMENDMENT OF BYLAWS

Section 10.01 Certification and Inspection of Bylaws

The corporation shall keep in its principal executive office for the transaction of its business, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the secretary of the corporation, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 10.02 Adoption, Amendment, Repeal of Bylaws by Shareholders

The Bylaws may be adopted, amended or repealed by the vote or the written assent of shareholders entitled to exercise the majority of the voting power of the corporation, except where a greater number is required by law, and provided that such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law.

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Section 10.03 Adoption, Amendment, Repeal of Bylaws by Directors

Notwithstanding the right of shareholders to adopt, amend or repeal Bylaws, the Bylaws may be adopted, amended or repealed by the Board of Directors, provided such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law, and provided that the Board of Directors may not adopt a Bylaw or Amendment thereof changing the authorized number of directors except as provided by these Bylaws.

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EX-3.18

CERTIFICATE

OF

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

EAST BAY MEDICAL IMAGING ASSOCIATES,

A MEDICAL GROUP, INC.

Patrick J. Perkins, M.D. and Edward Drasin, M.D. certify that:

1.           They are the president and the secretary, respectively, of East Bay Medical Imaging Associates, A Medical Group, a California corporation.

2.           The articles of incorporation of this corporation are amended and restated to read as follows:

I.

The name of this corporation is PACIFIC IMAGING CONSULTANTS, A MEDICAL GROUP, INC.

II.

The purpose of this corporation is to engage in the profession of medicine and any other lawful activities (other than the banking or trust company business) not prohibited to a corporation engaging in such profession by applicable laws and regulations.

III.

This corporation is a professional corporation within the meaning of Part 4, Division 3, Title 1 of the California Corporations Code.

IV.

This corporation is authorized to issue only one class of shares of stock, which shall be designated “common” shares. The total number of common shares which this corporation is authorized to issue is:

1,000,000

V.

The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California Law.

VI.

This corporation is authorized to provide indemnification to its agents (as defined in Section 317 of the California Corporations Code) through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

3.           The foregoing amendment and restatement of articles of incorporation has been duly approved by the Board of Directors.

4.           The foregoing amendment and restatement of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 10,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. and the vote of approval was unanimous.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: December 1, 1995

/s/ Patrick J. Perkins

Patrick J. Perkins, M.D., President

/s/ Edward Drasin

Edward Drasin, M.D., Secretary

2

AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER (this “Agreement”) is executed as of November 26, 1997 by and between PACIFIC IMAGING CONSULTANTS, A MEDICAL GROUP, INC., a California corporation (the “Company”), and PACIFIC IMAGING PARTNERS, INC., a California corporation (“APPI Sub”) which is a wholly owned subsidiary of American Physician Partners, Inc., a Delaware corporation (“APPI”).

RECITAL

This Agreement is being entered into pursuant to an Agreement and Plan of Reorganization and Merger dated as of June 27, 1997 by and among APPI, APPI Sub and the Company (the “Merger Plan”). The Merger Plan, all agreements or documents referred to therein, and this Agreement are intended to be construed together in order to effectuate their purposes.

The authorized capital stock of the Company consists of 1,000,000 shares of common stock (the “Company Common Stock”). The authorized capital of APPI Sub consists of one thousand (1,000) shares of common stock (the “APPI Sub Common Stock”). The authorized capital of APPI consists of 20,000,000 shares of common stock (the “APPI Common Stock”).

AGREEMENT

NOW, THEREFORE, in consideration of the preceding recitals and the mutual representations, warranties, covenants and agreements set forth herein and in the Merger Plan, the parties agree as follows:

1.            The Merger.

1.1          Merger of APPI Sub into the Company. At the Effective Time (as defined in Section 1.5 herein), APPI Sub shall be merged with and into the Company (the “Merger”) and thereafter the separate existence of APPI Sub shall cease. The Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and its separate corporate existence, with all its purposes, objects, rights, privileges, powers, and franchises shall continue unaffected and unimpaired by the Merger.

1.2          Effect of the Merger. The Surviving Corporation shall succeed to all of the rights, privileges, powers and franchises of APPI Sub, and all of the debts, chooses in action and other interests due or belonging to APPI Sub, all as more fully set forth in Section 1107 of the California General Corporation Law (the “California Law”).

1.3          Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of APPI Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or to otherwise carry out this Agreement, the officers and directors of Surviving Corporation shall and will be authorized to execute and deliver, in the name of and on behalf of the Company and APPI Sub or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of the Surviving Corporation or otherwise carry out this Agreement

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1.4          Articles of Incorporation. On and after the consummation of the Merger, the Articles of Incorporation of the Company shall be amended and restated as set forth in Exhibit “A” attached hereto and incorporated herein by this reference.

1.5          Bylaws. On and after the consummation of the Merger, the Bylaws of APPI Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended as provided therein or under the California Law.

1.6          Effective Time. If this Agreement is duly adopted by the shareholders of the Company and APPI Sub in accordance with me California Law and the respective Articles of Incorporation and Bylaws of the Company and APPI Sub, is not terminated under Section 3.1 hereof, this Agreement shall be filed under the California Law. In accordance with Section 1103 of the California Law, the Merger shall become effective at the time and date on which this Agreement is so filed under the California Law.

2.           Conversion of Securities.

2.1          Conversion of the Company Common Stock. The manner of converting shares of the Company Common Stock in the Merger shall be as follows:

  (a)          As a result of the Merger and without any action on the part of the holder thereof, all shares of the Company Common Stock issued and outstanding at the Effective Time (excluding shares held by APPI pursuant to Section 2.1(c) hereof) shall cease to be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates representing any such shares of the Company Common Stock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest (i) $4.00 cash for each share of Company Common Stock and (ii) 48.5247 shares of validly issued, fully paid and nonassessable shares of APPI Common Stock for each share of Company Common Stock (the “Merger Consideration”).

  (b)          Each Company Right (as defined below) outstanding at the Effective Time shall be terminated and cancelled in accordance with the terms therof, without payment of any consideration therefor, and shall cease to exist For purposes of this Agreement, the term “Company Right” shall mean all arrangements, calls, commitments, agreements, options, rights to subscribe to, scrips, understandings, warrants, or other binding obligations of any character whatsoever relating to or securities or rights convertible into or exchangeable for, shares of the Company Common Stock, or by which the Company is or may be bound to issue additional shares of the Company Common Stock or other Company Rights.

  (c)          Each share of APPI Sub Common Stock issued and outstanding at the Effective Time shall be converted to one share of the Company Common Stock.

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2.2          Exchange of Certificates Representing Shares of the Company Common Stock.

  (a)          At or after the Effective Time and at the Closing (as defined in the Merger Plan) (i) each of the shareholders of the Company (the “Company Shareholders”), as holders of a certificate or certificates representing shares of the Company Common Stock, shall upon surrender of each certificate or certificates receive his or her share of the Merger Consideration and (ii) until each certificate or certificates representing the Company Common Stock have been surrendered by the shareholder, the certificates for the Company Common Stock shall, for all purposes, represent solely the right to receive his or her share of the Merger Consideration. At the Effective Time, each share of the Company Common Stock converted into Merger Consideration shall by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be cancelled and returned and all shares of APPI Common Stock issuable to the Company Shareholders in the Merger as part of the Merger Consideration shall be deemed for all purposes to have been issued by APPI at the Effective Time.

  (b)          Each Company Shareholder shall deliver to APPI at the Closing the certificates representing the Company Common Stock owned by him or her, duly endorsed in blank by the Company Shareholder, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax and other revenue stamps, acquired at the Company Shareholders’ expense, affixed and cancelled. Each Company Shareholder agrees to cure any deficiencies with respect to the endorsement of the certificates or other documents of conveyance with respect to such Company Common Stock or with respect to the stock powers accompanying any Company Common Stock, Upon such delivery, each Company Shareholder shall receive in exchange therefor his or her share of the Merger Consideration.

2.3          Fractional Shares. Notwithstanding any other provision herein, no fractional shares of APPI Common Stock will be issued and any Company Shareholder otherwise entitled to receive a fractional share of APPI Common Stock as part of the Merger Consideration hereunder shall receive a cash payment in lieu thereof reflecting such Company Shareholder’s proportionate interest in a share of APPI Common Stock multiplied by the Initial Public Offering Price (as defined in the Merger Plan).

2.4          Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, the Company Common Stock with respect to which a proper demand has been made in accordance with Section 1301 of the California Law shall not be converted into the right to receive Merger Consideration as provided in Section 2.1 and 2.3 hereof, unless (i) such shares shall not become “dissenting shares” pursuant to Section 1300(b) of the California Law, or (ii) the holder thereof shall have lost his or her status as a “dissenting shareholder” pursuant to Section 1309 of the California Law. Each holder of dissenting shares who becomes entitled to payment therefor pursuant to the California Law shall receive payment from the Surviving Corporation in accordance with the California Law.

3.           Amendment and Termination.

3.1          Termination. Notwithstanding the approval and adoption of this Agreement by the shareholders of the Company and APPI Sub, this Agreement shall terminate forthwith in the event the Merger Plan shall be terminated as therein provided. In the event of the termination of this Agreement as provided above, this Agreement shall forthwith become void and there shall be no liability on the part of the parties hereto except as otherwise provided in the Merger Plan.

3.2          Amendment. This Agreement shall not be amended except pursuant to an amendment to the Merger Plan approved in the manner therein provided. If any such amendment to the Merger Plan is so approved, any amendment to this Agreement required by such amendment to the Merger Plan shall be effected by the parties hereto by action taken by their respective Boards of Directors.

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4.            Miscellaneous.

4.1          Counterparts; Delivery. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of this Agreement may be made by facsimile transmission of a signed counterpart copy.

4.2          Choice of Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the substantive laws (but not the rules governing conflicts of laws) of the State of California.

[Signature Page to Agreement of Merger Follows]

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[Signature Page to Agreement of Merger]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

“Company”
PACIFIC IMAGING CONSULTANTS, A MEDICAL GROUP, INC., a California corporation
By:	/s/ Les T. Chafen
Name:	Les T. Chafen, M.D.
Title:	Chairman and Assistant Secretary
By:	/s/ Patrick J. Perkins
Name:	Patrick J. Perkins, M.D.
Title:	President
“APPI SUB”
PACIFIC IMAGING PARTNERS, INC., a California
corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President
By:	/s/ Paul M. Jolas
	Paul M. Jolas, Secretary

EXHIBIT “A”

AMENDED AND RESTATED ARTICLES OF INCORPORATION

ONE: The name of the Corporation is PACIFIC IMAGING PARTNERS, INC.

TWO: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE: The Corporation is authorized to issue one thousand (1,000) shares of Common Stock of one class.

FOUR: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

FIVE: The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with the agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation and its shareholders.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

PACIFIC IMAGING PARTNERS, INC.

Gregory L. Solomon and Paul M. Jolas certify that:

1.          They are the President and Secretary, respectively, of PACIFIC IMAGING PARTNERS, INC., a California corporation (the “Corporation”).

2.          The Agreement of Merger dated November 26, 1997 to which this Certificate is attached (the “Agreement of Merger”) was duly approved by the Board of Directors and Shareholders of the Corporation and by its sole shareholder, AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation (“APPI”).

3.          The Shareholders’ approval was by holders of one hundred percent (100%) of the outstanding shares of the Corporation.

4.          There is only one class of shares and the number of shares outstanding and entitled to vote is one hundred (100).

[Signature Page to Certificate of Approval Follows]

[Signature Page to Certificate of Approval]

We further declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of our own knowledge. Executed at Dallas, Texas on November 15, 1997.

/s/ Gregory L. Solomon

Gregory L. Solomon, President

/s/ Paul M. Jolas

Paul M. Jolas, Secretary

CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER

OF

PACIFIC IMAGING CONSULTANTS, A MEDICAL GROUP, INC.

Patrick J. Perkins and Edward Drasin certify that:

1.          They are the President and Secretary, respectively of PACIFIC IMAGING CONSULTANTS, A MEDICAL GROUP, INC., a California corporation (the “Corporation”).

2.          The Agreement of Merger to which this Certificate is attached (the “Agreement of Merger”) was duly approved by the Board of Directors and Shareholders of the Corporation.

3.          The Corporation has only one class of shares outstanding, Common Stock. The total number of outstanding shares of the Corporation entitled to vote on the Agreement of Merger was 11,000 shares of Common Stock.

4.          The percentage vote required was more than 50% of the Common Stock.

5.          The Agreement of Merger was approved by the vote of a number of shares of Common Stock which equalled or exceeded the vote required.

We further declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of our own knowledge. Executed at Oakland, California on November 25, 1997.

/s/ Patrick J. Perkins

Patrick J. Perkins, President

/s/ Edward Drasin

Edward Drasin, Secretary

AGREEMENT OF MERGER

between

PACIFIC IMAGING PARTNERS, INC.

and

TOTAL IMAGING PARTNERS, INC.

This Agreement of Merger is entered into by and between Pacific Imaging Partners. Inc., a California corporation (herein “Surviving Corporation”) and Total Imaging Partners. Inc., a California corporation (herein “Merging Corporation”).

1.          Merging Corporation shall be merged into Surviving Corporation.

2.          Each outstanding share of Surviving Corporation shall remain outstanding.

3.          The outstanding shares of Merging Corporation shall be cancelled and no shares of Surviving Corporation shall be issued in exchange therefor.

4.          Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and driver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

5.          The effect of the merger is as prescribed by law.

6.          This Agreement of Merger shall become effective upon the date which it is filed with the California Secretary of State.

IN WITNESS WHEREOF the parties have executed this Agreement on this 30 day of July 1998.

PACIFIC IMAGING PARTNERS, INC., a California corporation
By:	/s/ Mark L. Wagar
	Mark L. Wagar, President
By:	/s/ Paul M. Jolas
	Paul M. Jolas, Secretary
TOTAL IMAGING PARTNERS, INC., a California corporation
By:	/s/ Mark L. Wagar
	Mark L. Wagar, President
By:	/s/ Paul M. Jolas
	Paul M. Jolas, Secretary

OFFICERS’ CERTIFICATE

OF

PACIFIC IMAGING PARTNERS, INC.

We, Mark L. Wagar, President, and Paul M. Jolas, Secretary, of Pacific Imaging Partners, Inc., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.          That we are the President and the Secretary, respectively, of Pacific Imaging Partners, Inc., a California corporation;

2.          That the shareholder approval was by the holders of 100% of the outstanding shares of the corporation; and

3.          That there is only one class of shares and the number of shares outstanding is 100.

Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge. Executed at Dallas, Texas, on July 30, 1998.

/s/ Mark L. Wagar

Mark L. Wagar, President

/s/ Paul M. Jolas

Paul M. Jolas, Secretary

OFFICERS’ CERTIFICATE

OF

TOTAL IMAGING PARTNERS, INC.

We, Mark L. Wagar, President, and Paul M. Jolas, Secretary, of Total Imaging Partners, Inc., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.          That we are the President and the Secretary, respectively, of Total Imaging Partners, Inc., a California corporation;

2.          That the shareholder approval was by the holders of 100% of the outstanding shares of the corporation; and

3.          That there is only one class of shares and the number of shares outstanding is 100.

Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge. Executed at Dallas, Texas, on July 30, 1998.

/s/ Mark L. Wagar

Mark L. Wagar, President

/s/ Paul M. Jolas

Paul M. Jolas, Secretary

AGREEMENT OF MERGER

between

PACIFIC IMAGING PARTNERS, INC.

and

TOTAL IMAGING PARTNERS, INC.

This Agreement of Merger is entered into by and between Pacific Imaging Partners, Inc., a California corporation (herein “Surviving Corporation”) and Total Imaging Partners, Inc., a California corporation (herein “Merging Corporation”).

1.           Merging Corporation shall be merged into Surviving Corporation.

2.           Each outstanding share of Surviving Corporation shall remain outstanding.

3.           The outstanding shares of Merging Corporation shall be cancelled and no shares of Surviving Corporation shall be issued in exchange therefor.

4.           Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.

5.           The effect of the merger is as prescribed by law.

6.           This Agreement of Merger shall become effective upon the date which it is filed with the California Secretary of State.

IN WITNESS WHEREOF the parties have executed this Agreement on this 30 day of July, 1998.

PACIFIC IMAGING PARTNERS, INC., a California corporation
By:	/s/ Mark L. Wagar
	Mark L. Wagar, President
By:	/s/ Paul M. Jolas
	Paul M. Jolas, Secretary
TOTAL IMAGING PARTNERS, INC., a California corporation
By:	/s/ Mark L. Wagar
	Mark L. Wagar, President
By:	/s/ Paul M. Jolas
	Paul M. Jolas, Secretary

OFFICERS’ CERTIFICATE

OF

PACIFIC IMAGING PARTNERS, INC.

We, Mark L. Wagar, President, and Paul M. Jolas, Secretary, of Pacific Imaging Partners, Inc., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.           That we are the President and the Secretary, respectively, of Pacific Imaging Partners, Inc., a California corporation;

2.           That the shareholder approval was by the holders of 100% of the outstanding shares of the corporation; and

3.           That there is only one class of shares and the number of shares outstanding is 100.

Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge. Executed at Dallas, Texas, on July 30, 1998.

/s/ Mark L. Wagar

Mark L. Wagar, President

/s/ Paul M. Jolas

Paul M. Jolas, Secretary

OFFICERS’ CERTIFICATE

OF

TOTAL IMAGING PARTNERS, INC.

We, Mark L. Wagar, President, and Paul M. Jolas, Secretary, of Total Imaging Partners, Inc., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.          That we are the President and the Secretary, respectively, of Total Imaging Partners, Inc., a California corporation;

2.          That the shareholder approval was by the holders of 100% of the outstanding shares of the corporation; and

3.          That there is only one class of shares and the number of shares outstanding is 100.

Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge. Executed at Dallas, Texas, on July 30, 1998.

/s/ Mark L. Wagar

Mark L. Wagar, President

/s/ Paul M. Jolas

Paul M. Jolas, Secretary

EX-3.19

BYLAWS

OF

PACIFIC IMAGING PARTNERS, INC.

(a California corporation)

ARTICLE I - OFFICES

Section 1. The principal executive office of Pacific Imaging Partners, Inc. (the “Corporation”) shall be at such place inside or outside the State of California as the Board of Directors may determine from time to time.

Section 2. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate, or as the business of the Corporation may require.

ARTICLE II - SHAREHOLDERS’ MEETINGS

Section 1. Annual Meetings. The annual meeting of the shareholders of the Corporation for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at such place and at such time as may be fixed from time to time by the Board of Directors and stated in the notice of the meeting. If the annual meeting of the shareholders be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these Bylaws.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose whatsoever, unless otherwise prescribed by statute, may be called at any time by the Chairman of the Board, the President, or by the Board of Directors, or by one or more shareholders holding not less than ten percent (10%) of the voting power of the Corporation.

Section 3. Places. All meetings of the shareholders shall be at any place within or without the State of California designated by the Board of Directors or by written consent of all the persons entitled to vote thereat, given either before or after the meeting. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.

Section 4. Notice. Notice of meetings of the shareholders of the Corporation shall be given in writing to each shareholder entitled to vote, either personally or by first-class mail or other means of written communication, charges prepaid, addressed to the shareholder at his address appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. Notice of any such meeting of shareholders shall be sent to each shareholder entitled thereto not less than ten (10) nor more than sixty (60) days before the meeting. Said notice shall state the place, date and hour of the meeting and, (1) in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of annual meetings, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to Section 601(f) of the California Corporations Code any proper matter may be presented at the meeting for shareholder action, and (3) in the case of any meeting at which directors are to be elected, the names of the nominees intended at the time of the mailing of the notice to be presented by management for election.

Section 5. Adjourned Meetings. Any shareholders’ meeting may be adjourned from time to time by the vote of the holders of a majority of the voting shares present at the meeting either in person or by proxy. Notice of any adjourned meeting need not be given unless a meeting is adjourned for forty-five (45) days or more from the date set for the original meeting.

Section 6. Quorum. The presence in person or by proxy of the persons entitled to vote a majority of the shares entitled to vote at any meeting constitutes a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but no other business may be transacted, except as provided above.

Section 7. Shareholder Action by Written Consent. Any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that (1) unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder approval without a meeting by less than unanimous written consent shall be given as required by the California Corporations Code, and (2) directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.

Any written consent may be revoked by a writing received by the Secretary of the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

Section 8. Waiver of Notice. The transactions of any meeting of shareholders, however called and noticed, and whenever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 9. Voting. The voting at all meetings of shareholders need not be by ballot, but any qualified shareholder before the voting begins may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting and the number of shares voted by such shareholder, and if such ballot be cast by a proxy, it shall also state the name of such proxy.

At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such shareholder and bearing a date not more than eleven (11) months prior to said meeting, unless the writing states that it is irrevocable and is held by a person specified in Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 10. Record Dates. In the event the Board of Directors fixes a day for the determination of shareholders of record entitled to vote as provided in Section 1 of Article V of these Bylaws, then, subject to the provisions of the General Corporation Law of the State of California, only persons in whose name shares entitled to vote stand on the stock records of the Corporation at the close of business on such day shall be entitled to vote.

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If no record date is fixed:

The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given; and

The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days.

Section 11. Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more shareholders has given notice at the meeting prior to the voting of the shareholder’s intent to cumulate the shareholder’s votes, every shareholder entitled to vote at any election for directors shall have the right to cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III - BOARD OF DIRECTORS

Section 1. Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by, or under the direction of, the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised, under the ultimate direction of the Board of Directors.

Section 2. Number Tenure and Qualifications. The number of directors that shall constitute the whole board shall be at least two (2) and no more than nine (9) and shall be fixed from time to time by resolution of the Board of Directors or the shareholders. The number of directors which shall initially constitute the whole Board of Directors shall be two (2) until changed within the limits specified above by a duly adopted resolution of the Board of Directors or shareholders. Directors need not be shareholders.

Directors shall hold office until the next annual meeting of shareholders and until their respective successors are elected if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Directors need not be shareholders.

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Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide for other regular meetings from time to time by resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, or the President or any Vice President, or the Secretary or any two (2) directors. Written notice of the time and place of all special meetings of the Board of Directors shall be delivered personally or by telephone or telegraph to each director at least forty-eight (48) hours before the meeting, or sent to each director by first-class mail, postage prepaid, at least four (4) days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 5. Place of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of California, which has been designated in the notice, or if not stated in the notice or there is no notice, the principal executive office of the Corporation or as designated by the resolution duly adopted by the Board of Directors.

Section 6. Participation by Telephone. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum at all meetings. In the absence of a quorum a majority of the directors present may adjourn any meeting to another time and place. If a meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the reconvened meting to the directors who were not present at the time of adjournment.

Section 8. Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 10. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 11. Removal. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or who has been convicted of a felony.

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The entire Board of Directors or any individual director may be removed from office without cause by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected.

In the event an office of a director is so declared vacant or in case the Board or any one or more directors be so removed, new directors may be elected at the same meeting.

Section 12. Resignations. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 13. Vacancies. Except for a vacancy created by the removal of a director, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the shareholders. Vacancies created by the removal of a director may be filled only by approval of the shareholders. The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 14. Compensation. No stated salary shall be paid directors, as such, for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 15. Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors in the management of the business and affairs of the Corporation, except with respect to (a) the approval of any action requiring shareholders’ approval or approval of the outstanding shares, (b) the filling of vacancies on the Board or any committee, (c) the fixing of compensation of directors for serving on the Board or a committee, (d) the adoption, amendment or repeal of Bylaws, (e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable, (f) a distribution to shareholders, except at a rate or in a periodic amount or within a price range determined by the Board, and (g) the appointment of other committees of the Board or the members thereof.

ARTICLE IV - OFFICERS

Section 1. Number and Term. The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary and a Chief Financial Officer, all of which shall be chosen by the Board of Directors. In addition, the Board of Directors may appoint such other officers as may be deemed expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and perform such duties as the Board of Directors may from time to time determine. The officers to be appointed by the Board of Directors shall be chosen annually at the regular meeting of the Board of Directors held after the annual meeting of shareholders and shall serve at the pleasure of the Board of Directors. If officers are not chosen at such meeting of the Board of Directors, they shall be chosen as soon thereafter as shall be convenient. Each officer shall hold office until his successor shall have been duly chosen or until his removal or resignation.

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Section 2. Inability to Act. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

Section 3. Removal and Resignation. Any officer chosen by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of all the members of the Board of Directors.

Any officer chosen by the Board of Directors may resign at any time by giving written notice of said resignation to the Corporation. Unless a different time is specified therein, such resignation shall be effective upon its receipt by the Chairman of the Board, the President, the Secretary or the Board of Directors.

Section 4. Vacancies. A vacancy in any office because of any cause may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board.

Section 6. President. The President shall be the Chief Executive Officer of the corporation unless such title is assigned to another officer of the corporation; in the absence of a Chairman and Vice Chairman of the Board, the President shall preside as the chairman of meetings of the shareholders and the Board of Directors; and the President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 7. Vice President. In the absence of the President, or in the event of such officer’s death, disability or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their selection, or in the absence of such designation, then in the order of their selection, shall perform the duties of President, and when so acting, shall have all the powers and be subject to all restrictions upon the President. The Vice President shall have such powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors.

Section 8. Secretary. The Secretary shall see that notices for all meetings are given in accordance with the provisions of these Bylaws and as required by law, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to such office, or as are properly required by the President or by the Board of Directors.

The Assistant Secretary or the Assistant Secretaries, in the order of their seniority, shall, in the absence or disability of the Secretary, or in the event of such officer’s refusal to act, perform the duties and exercise the powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors.

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Section 9. Chief Financial Officer. The Chief Financial Officer may also be designated by the alternate title of “Treasurer”. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the corporation. If required by the Board of Directors, the Chief Financial Officer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

The Assistant Treasurer or the Assistant Treasurers, in the order of their seniority, shall, in the absence or Chief Financial Officer, or in the event of such officer’s refusal to act, perform the duties and exercise the powers of the Chief Financial Officer, and shall have such powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors.

Section 10. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

Section 11. Officers Holding More Than One Office. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

Section 12. Approval of Loan to Officers. The Corporation may upon the approval of the Board of Directors alone, make loans or money or property to, or guarantee the obligations of; any officer of the Corporation or its parent or subsidiary, whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or guaranties provided that (i) the Board of Directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the Corporation, (ii) the Corporation has outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the California Corporations Code) on the date of approval by the Board of Directors, and (iii) the approval of the Board of Directors is by a vote sufficient without counting the vote of any interested director or directors.

ARTICLE V. MISCELLANEOUS

Section 1. Record Date and Closing of Stock Books. The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive payment of any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date so fixed shall not be more than sixty (60) nor less than ten (10) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of a period of not more than sixty (60) days prior to the date of a shareholders’ meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares.

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Section 2. Certificates. Certificates of stock shall be issued in numerical order and each shareholder shall be entitled to a certificate signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President, and the Chief Financial Officer or the Secretary or an Assistant Secretary, certifying to the number of shares owned by such shareholder. Any or all of the signatures on the certificate may be facsimile. Prior to the due presentment for registration of transfer in the stock transfer book of the Corporation, the registered owner shall be treated as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except as expressly provided otherwise by the laws of the State of California.

Section 3. Representation of Shares in Other Corporations. Shares of other corporations standing in the name of this Corporation may be voted or represented and all incidents thereto may be exercised on behalf of the Corporation by the Chairman of the Board President or the Vice President and the Chief Financial Officer or the Secretary or an Assistant Secretary.

Section 4. Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December.

Section 5. Annual Reports. The Annual Report to shareholders, described in the California Corporations Code, is expressly waived and dispensed with.

Section 6. Amendments. Bylaws may be adopted, amended, or repealed by the vote or the written consent of shareholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of shareholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 7. Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Section 7 shall have the same meaning as such terms in said Section 317.

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SECRETARY’S CERTIFICATE

I, Paul M. Jolas, Secretary of Pacific Imaging Partners, Inc. (the “Corporation”), a California corporation, do hereby certify that the attached document is a true and complete copy of the Bylaws of the Corporation as in effect on the date hereof.

Dated: 9-24, 1997.

/s/ Paul M. Jolas

Paul M. Jolas,

Secretary

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AMENDMENT TO BYLAWS

OF

PACIFIC IMAGING PARTNERS, INC.,

a California corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the shareholders (the “Shareholders”) and Board of Directors (the “Board”) of Pacific Imaging Partners, Inc., a California corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article V, Section 6 of the Bylaws of the Corporation, the Shareholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 2 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 2. Number, Tenure and Qualifications. The number of directors that shall constitute the whole board shall be one (1), and shall be fixed from time to time by resolution of the Board of Directors or the shareholders. The number of directors which shall initially constitute the whole Board of Directors shall be two (2) until changed within the limits specified above by a duly adopted resolution of the Board of Directors or shareholders, Directors need not be shareholders.”

CERTIFICATE OF SECRETARY

OF

PACIFIC IMAGING PARTNERS, INC.,

a California corporation

I, the undersigned, do hereby certify that:

1.           I am the duly elected and acting Secretary Pacific Imaging Partners, Inc., a California corporation (the “Corporation”); and

2.          The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Shareholders and Board of Directors, pursuant to actions by written consents, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April, 2010.

/s/ Jeffrey L. Linden

Jeffrey L. Linden, Secretary

EX-3.20

ARTICLES OF INCORPORATION

OF

Rolling Oaks Imaging Corporation

I

The name of this corporation is Rolling Oaks Imaging Corporation.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is:

Robert Princenthal, M.D.

415 E. Rolling Oaks Drive Suite 160

Thousand Oaks, CA 91361

IV

This corporation is authorized to issue only one class of shares of stock. The total number of shares which this corporation is authorized to issue is 10,000.

V

This corporation is a close corporation. All of the corporation’s issued shares of all classes shall be held of record by not more than 35 persons.

VI

The personal liability of the directors of the corporation for monetary damages shall be eliminated or limited to the fullest extent permissible under California law. The corporation is authorized to provide indemnification to its agents (as defined in Section 317 of the Corporations Code) through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders, provided, however, that the provision may not provide for indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in the exception to Section 204 of the California Corporations Code or as to circumstances in which indemnity is expressly prohibited by Section 317. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

Dated: June 17, 2005

/s/ Robert Princenthal

Robert Princenthal, M.D.

Incorporator

EX-3.21

BYLAWS

OF

ROLLING OAKS IMAGING CORPORATION,

A CALIFORNIA CORPORATION

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office for the transaction of business of the Corporation is hereby fixed and located at 415 E. Rolling Oaks Drive, Suite 160, Thousand Oaks California 91361. The Board of Directors has full power and authority to change said principal executive office from one location to any other within the state.

Section 2. Other Offices. The Board of Directors may at any time establish branch or subordinate offices at any place or places within the state.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 1. Place of Meetings. All meetings of the Shareholders shall be held at the principal office of the Corporation unless some other appropriate and convenient location is designated for that purpose from time to time by the Board of Directors.

Section 2. Annual Meetings. Annual meetings of shareholders will be held on the second Tuesday of the month of February in each year at Noon, or at such other time and place as designated by the Board of Directors and specified in the notice of the meeting; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders will be held at the same time and place on the next day thereafter that is not a legal holiday. At such meeting directors shall be elected, and reports of the affairs of the Corporation and any other business may be transacted which is within the powers of the shareholders may be considered. Elections for directors need not be by ballot unless specifically requested by a shareholder.

Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board of Directors, if any, the President or any Vice President, or by the Board of Directors, or by one or more shareholders holding not less than ten percent (10%) of the voting power of the Corporation. Except in special cases where other express provision is made by the statute, notice of such special meeting shall be given in the same manner as for an annual meeting of shareholders. Said notice shall specify the general nature of the business to be transacted at the meeting. No business shall be transacted at a special meeting except as stated in the notice sent to the shareholders, unless by unanimous consent of all shareholders entitled to vote. Upon written request to the Chairman of the Board, the President, the Secretary or any Vice President of the Corporation by any person (but not the Board of Directors) entitled to call a special meeting of the shareholders, the person receiving such request shall cause a notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person calling the meeting not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request.

Section 4. Notice of Meetings – Reports. Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting, to Shareholders. Such notice shall be given by the Secretary or the Assistant Secretary. or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder. Such notices or any reports shall be given personally or by mail or other means of written communication as provided in Sections 118 and 601 of the California General Corporation Law and shall be sent to the Shareholders address appearing on the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice, and in the absence thereof, as provided in Section 601 of the California General Corporation Law.

Notice of any meeting of Shareholders shall specify the place, the day and hour of meeting, and (i) in case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted; or (ii) in the case of an annual meeting, those matters which the Board at the time of giving notice intends to present for action, where applicable, by the Shareholders. At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the Corporation, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication as provided in Sections 118 and 601 of the California General Corporation Law. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California General Corporation Law, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Law, (iii) a reorganization of the Corporation, pursuant to Section 1201 of that Law, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of that Law, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice shall also state the general nature of that proposal.

Section 5. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall he filed with the corporate records or made a part of the minutes of the meeting.

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Attendance by a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of Shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless provided in the Articles of Incorporation or these Bylaws, except as provided in Section 601(f) of the California General Corporation Law.

Section 6. Shareholders Acting Without a Meeting; Directors. Except as provided below or by the Articles of Incorporation, any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shared entitled to vote on such action were presented and voted. Unless the consent of all shareholders entitled to vote have been solicited in writing, the Corporation shall give, to those shareholders entitled to vote who have not consented in writing, a written notice of(a) any shareholder approval obtained without a meeting pursuant to those provisions of the California Corporations Code set forth in Subsection 603(b)(l) of such Code at least ten (10) days before the consummation of the action authorized by such approval, and (b) the taking of any other action approved by shareholders without a meeting, which notice shall be given promptly after such action is taken.

Section 7. Other Actions Without a Meeting. Unless otherwise provided in the California General Corporation Law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

If the consents of all Shareholders entitled to vote have not been solicited in writing,

(i) Notice of any Shareholder approval pursuant to Sections 310, 317, 1201 or 2007 of the California General Corporation Law without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and

(ii) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

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Any Shareholder giving written consent, or such Shareholder’s proxy holders, or a transferee of the shares or a personal representative of such Shareholder or such Shareholder’s respective proxy holders, may revoke the consent by a writing received by the Corporation prior to the time that written consent of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

Section 8. Determining Shareholders of Record. For purposes of determining the Shareholders entitled to notice of any meeting; or to vote; or to receive payment of any dividend or distribution; or for the allotment of any rights; or when any change or conversion or exchange of shares shall go into effect; or to give consent to corporate action without a meeting; or to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty (60) days nor less than ten (10) days before the date of any such meeting or other action. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of such period.

If the Board of Directors does not so fix a record date:

(a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that prior action, or the sixtieth (60th) day before the date the action is to take effect, whichever is later.

Section 9. Voting. Except as provided below, by the Articles of Incorporation or by law, a shareholder is entitled to one vote for each share held of record on the record date fixed for the determination of the shareholders entitled to vote at a meeting or, if no such date is fixed, the date determined in accordance with law. Upon the demand of any shareholder made at a meeting before the voting begins, the election of directors shall be by ballot. At every election of directors, shareholders may cumulate votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shares are entitled or distribute votes according to the same principle among as many candidates as desired; however, no shareholder shall be entitled to cumulate votes for any one or more candidates unless such candidate or candidates’ names have been placed in nomination prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of such shareholder’s intention to cumulate votes.

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Section 10. Quorum. The holders of a majority of shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may he transacted which might have been transacted at a meeting as originally notified.

If a quorum is initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if ally action taken is approved by a majority of the Shareholders required to constitute a quorum initially.

Section 11. Adjourned Meeting and Notice Thereof. Any Shareholders’ meeting, annual or special, whether or not a quorum is present, may he adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 8 of this Article II.

When any meeting of Shareholders, either annual or special. is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date, Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

Section 12. Entry of Notice. Whenever any Shareholder entitled to vote has been absent from any meeting of Shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such Shareholder, as required by law and these Bylaws.

Section 13. Proxies. A shareholder may be represented at any meeting of shareholders by a written proxy signed by the person entitled to vote or by such person’s duly authorized attorney-in-fact. A proxy must bear a date within eleven (11) months prior to the meeting, unless the proxy specifies a different length of time. A revocable proxy is revoked by a writing delivered to the Secretary of the Corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by the attendance at the meeting and voting in person by, the person executing the proxy.

Section 14. Organization. The President, or in the absence of the President, any Vice-President, shall call the meeting of the Shareholders to order, and shall act as Chair of the meeting. In the absence of the President and all of the Vice-Presidents, the Shareholders shall appoint a Chair of such meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary, at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

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Section 15. Election Inspectors; Inspection of Records. One or three election inspectors may he appointed by the Board of Directors in advance of a meeting of shareholders or at the meeting by the Chairman of the meeting. If not previously chosen. one or three inspectors shall be appointed by the Chairman of the meeting if a shareholder or proxy holder so requests. When inspectors are appointed at the request of a shareholder or proxy holder, the majority of shares represented I person or by proxy shall determine whether one or three inspectors shall be chosen. The election of inspectors shall determine all questions concerning the existence of a quorum and the right to vote, shall tabulate and determine the results of voting and shall do all other acts necessary or helpful to the expeditious and impartial conduct of the vote. If there are three inspectors, the decision, act or certificate of a majority of the inspectors is effective as if made by all.

Shareholders shall have all rights of inspection of the Corporation’s books and records as provided by law.

ARTICLE III

DIRECTORS-MANAGEMENT

Section 1. Powers of Board of Directors. Subject to the provisions of the California General Corporation Law and to any limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the Shareholders, as that term is defined in the California General Corporation Law, or by the outstanding shares, as that term is defined in the California General Corporation Law, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, the Board of Directors has the following powers:

(a) To select and remove all of the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not he inconsistent with law, and the Articles of incorporation or the Bylaws, fix their compensation and require from them security for faithful service.

(b) To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, or with the Articles of Incorporation or the Bylaws, as the may deem best.

(c) To authorize the issuance of shares of capital stock of the Corporation from time to time, upon such terms as may be lawful.

(d) To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.

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Section 2. Standard of Care. Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may service, in good faith, in a manner such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 3. Number of Directors. The authorized number of Directors of the corporation shall be five (5) until changed by an amendment to the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this Article III, Section 3; provided however, that if the authorized number of directors is duly increased to six (6) or more, an amendment reducing the authorized number less than six (6) cannot be adopted if the shares voted against its adoption at a meeting or shares not consenting in the case of action by written consent, are equal to more than sixteen and two/thirds percent (16 2/3%) of the outstanding shares entitled to vote.

Section 4. Election, Term of Office of Directors and Vacancies. At each annual meeting of the shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected. The Board of Directors may declare vacant the office of a director who has been declared to be of unsound mind by court order or convicted of a felony. Vacancies on the Board of Directors not caused by removal may be filled by a majority of the directors then in office, regardless of whether they constitute a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill any vacancy not filled, or which the Board of Directors cannot fill.

Section 5. Removal. Except as described below, any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Unless the entire Board of Directors is so removed, no director may be removed if (a) the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast or, if such action is taken by written consent, all shares entitled to vote were voted, and (b) the entire number of directors authorized at the time of the director’s most recent election were then being elected.

Section 6. Resignation of Directors. Any Director may resign effective upon giving written notice to the Chair of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

Section 7. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity, except as expressly prohibited herein, and receiving compensation therefore.

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Section 8. Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of a committee who may replace any absent member at any meeting of the committee. To the extent permitted by resolution of the Board of Directors, a committee may exercise all of the authority of the Board to the extent permitted by Section 311 of the California Corporations Code.

Section 9. Inspection of Records and Properties. Each director may inspect all books, records, documents, and physical properties of the Corporation and its subsidiaries at any reasonable time. inspections may be made either by the director or the director’s agent or attorney. The right of inspection includes the right to copy and make extracts.

Section 10. Time and Place of Meetings. Immediately following each annual meeting of shareholders, the newly-elected Board of Directors shall hold a regular meeting for the purposes of organizing the Board, election of officers and the transaction of other business. The Board may establish by resolution the times, if any, other regular meetings of the Board shall be held. All meetings of directors shall be held at the principal executive office of the Corporation or at such other place, within or without California, as shall be designated in the notice for the meeting or in a resolution of the Board of Directors. Directors may participate in a meeting through the use of a conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear each other.

Meetings of the Board of Directors, whether regular or special, may be called by the Chairman of the Board, the President, the Secretary, any Vice President or any two (2) directors.

Section 11. Annual Meetings; Regular Meetings. Immediately following each annual meeting of Shareholders, or at such other time as the Board may determine within 90 days of such annual meeting of Shareholder, the Board of Directors shall hold an annual meeting for the purpose of organization, or any designed election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors may be held at such time as may from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 12. Special Meetings – Notices – Waivers. Special meetings of the Board may be called from time to time be fixed by the President, or, if the President is absent or unable or refuses to act, by any Vice-President or the Secretary or by any two (2) Directors.

At least forty-eight (48) hours notice of the time and place of any special meeting shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph or other electronic means. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the Corporation, or, if it is not so shown on such records or it is not readily ascertainable, at the place is which meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal office of the Corporation is located at least four (4) days prior to the time of the holding of the meeting. A notice, or waiver of notice. need not specify the purpose of any regular or special meeting of the Board.

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At any meeting of the Board of Directors, however called or noticed, the transactions thereof are as valid as if had at a meeting regularly called and noticed, if each Director receives proper notice, waives notice, consents to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director(s). All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting through the use of electronic video screen communication or other communications equipment, other than a conference telephone, pursuant to this subdivision constitutes presence in person at that meeting if all of the following apply: (a) each member participating in the meeting can communicate with all of the other members concurrently; (b) each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; (c) the Corporation adopts and implements some means of verifying both of the following: (i) a person participating in the meeting is a director or other person entitled to participate in the board meeting; and (ii) all actions of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.

Section 14. Action by Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

Section 15. Quorum and Required Vote. A majority of the number of Directors as fixed by the Articles of Incorporation or Bylaws shall be necessary to constitute a quorum for the transaction of business, provided that unless the authorized number of directors is one (1), the number constituting a quorum shall not be less than the greater of one-third (1/3) of the authorized number of directors or two (2) directors. Except as otherwise provided by the California Corporations Code Subsection 307(a)(8), the Articles of Incorporation or these Bylaws, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place.

Section 16. Loans. Except as provided by the Corporations Code Section 315, the vote or written consent of the holders of a majority of the shares of all classes, regardless of limitations on voting rights, other than shares held by the benefited director, officer, or shareholder shall be obtained before this corporation makes any loan of money or property to or guarantee the obligation of:

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i)           Any director or officer of the Corporation, any director or officer of any of its parents, or any director or officer of any of its subsidiary corporations, directly or indirectly.

ii)          Any person upon the security of the shares of the Corporation or the shares of its parent, unless the loan or guaranty is otherwise adequately secured.

Section 17. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

ARTICLE IV

OFFICERS

Section 1. Officers. The Officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, a Chair of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Chief Financial Officers, and other such Officers. Any number of offices may be held by the same person and, unless otherwise determined by the Board, the Chairman of the Board and the President shall be the same person. All Officers shall perform their duties and exercise their powers subject to the direction of the Board of Directors.

Section 2. Election, Term of Office and Vacancies. At its regular meeting after each annual meeting of the shareholders, the Board of Directors shall choose the officers of the Corporation. No officer need be a member of the Board of Directors except the Chairman of the Board. The Officers shall hold office until their successors are chosen, except that the Board of Directors may remove any office at any time. If an office becomes vacant for any reason, the Board of Directors will fill the vacancy.

Section 3. Removal, Disqualification and Resignation of Officers. Any Officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting or, except in the case of an officer chosen by the Board of Directors, by any Officer with the power of removal conferred on him or her by the Board of Directors.

Any Officers may resign at any time by giving written notice to the Board of Directors, President or Secretary of the Corporation. Any resignation shall taken effect at the date of its receipt or at any later specified time and, unless otherwise specified, acceptance of such resignation shall not be necessary to make it effective.

Section 4. Chair of the Board. The Chair of the Board, if such an Officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned by the Board of Directors or prescribed by the Bylaws.

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Section 5. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chair of the Board, if there be such an officers, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a) Preside at all meetings of the Shareholders and in the absence of the Chair of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b) Sign all certificates of stock of the Corporation, in conjunction with the Secretary or Assistant Secretary, unless otherwise ordered by the Board of Directors;

(c) When authorized by the Board of Directors, execute, in the name of the Corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the Corporation’s business may require;

(d) Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the Corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the Corporation;

(e) Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote on behalf of the Corporation, at all meetings of the Shareholders of any corporation in which this Corporation holds stock.

Section 6. Vice-President. In the absence or disability of the President, the Vice-Presidents, if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively b the Board of Directors or by the Bylaws.

Section 7. Secretary. The Secretary shall:

(a) Sign with the President or a Vice-President, certificates for shares in the corporation.

(b) Certify and keep at the principal executive office of the Corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c) Keep at the principal office of the Corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and Shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares or members present or represented at Shareholders’ meetings and the proceedings thereof.

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(d) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law, In case of the absence or disability of a Secretary, or his or her refusal or neglect to act, notice may be given and served by an Assistant Secretary or by the President or Vice-President or by the Board of Directors.

(e) Exhibit at all reasonable times, the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f) See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

(g) Exhibit at all reasonable times, to any directors, or Shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the Shareholders and directors of the Corporation.

(h) In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him or her by the Board of Directors.

(i) In the case of absence or disability of the Secretary or his or her refusal or neglect to act, the Assistant Secretary, or if there be none, the Chief Financial Officer acting as Assistant Secretary, may perform all of the functions of a Secretary. In the absence, inability, refusal or neglect to act of the Secretary, and the Assistant Secretary and the Chief Financial Officer, any person authorized by the President, the Vice-President or the Board of Directors may perform the functions of a Secretary.

Section 8. Chief Financial Officer. The Chief Financial Officer shall:

(a) Have charge and custody of, and be responsible for all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b) Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.

(c) Disburse or cause to be disbursed, the funds of the Corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d) Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

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(e) Exhibit at all reasonable times the books of account and records to any directors. upon application, during business hours, at the office of the Corporation, where such books and records are kept.

(f) Render to the President and directors, whenever they request it, an account of all these transactions as Chief Financial officer, and of the financial condition of the Corporation.

(g) Certify the financial statements to be included in the annual report to Shareholders and prepare or cause to be prepared, statements of the affairs of the corporation when requested by Shareholders holding at least ten percent (10%) of the number of outstanding shares of the Corporation.

(h) Give to the Corporation a bond, if required by the Board of Directors, or by the President, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

(i) In general, perform all the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j) In case of the absence or the disability of the Chief Financial Officer, or his or her refusal or neglect to act, the Assistant Secretary or the Secretary acting as Assistant Secretary may perform all the functions of the Chief Financial Officer. In the absence, inability, refusal or neglect, to act of the Chief Financial Officer, the Assistant Secretary and the Secretary, any person authorized by the President, Vice-President or the Board of Directors may perform the functions of the Chief Financial Officer.

Section 9. Other Officers.

The other officers (if any) of this Corporation shall perform such duties as may be assigned to them by the Board of Directors.

ARTICLE V

SHARES AND SHARE CERTIFICATES

Section 1. Certificates for Shares. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its serial number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any, a statement of liens or restrictions upon transfer of voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the Corporation by the Chair of the Board or Vice-Chair of the Board or the President or Vice-President and by the Chief Financial Officer or an Assistant Chief Financial Officer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.

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Section 2. Transfer of Shares of Capital Stock. Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assiment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Lost or Destroyed Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars. which shall be an incorporated bank or trust company, either domestic or foreign. who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. Closing Stock Transfer Books - Record Date. In order that the Corporation may determine the Shareholder entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting. when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall he at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

ARTICLE VI

AMENDMENTS

Section 1. Adoption of Amendments. New Bylaws may be adopted or these Bylaws may be amended and repealed:

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i)           At any annual meeting, or other meeting of the shareholders called for that purpose. by the vote of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the Corporation; or

ii)          Without a meeting, by written consent of shareholders holding more than fifty percent (50%) of the issued and outstanding shares of the Corporation; or

iii)         By a majority of the directors of the Corporation: provided however, that a greater vote of shareholders or directors shall be necessary if required by law or by the Articles of Incorporation; and provided further, that this section shall be amended and repealed only by the vote or written consent of shareholders holding not less than a majority of the issued and outstanding voting shares of the corporation.

Section 2. Records of Amendments.

Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE VII

CORPORATE SEAL

Section 1. Form of Seal. The Corporation may adopt and use a corporate seal but shall not be required to do so. If adopted and used, the corporate seal shall be circular in form, and shall have inscribed thereon the name of the Corporation, the date of its incorporation and the word “California.”

ARTICLE VIII

MISCELLANEOUS

Section 1. Checks, Drafts, etc. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time shall he determined by resolution of the Board of Directors.

Section 2. Contract. etc., How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or executed any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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Section 3. Representation of Shares of Other Corporations. The Chairman of the Board, the President or any Vice President and the Secretary or Assistant Secretary of this Corporation are authorized to vote, represent. and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalfof this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

Section 4. Inspection of Bylaws. The Corporation shall keep in its principal office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 5. Annual Report. The annual report to shareholders specified in Section 1501 of the California Corporations Code is dispensed with except as the Board of Directors may otherwise determine, so long as there are less than 100 holders of record of the Corporation’s shares. Any such annual report sent to shareholders shall be sent at least 15 days prior to the next annual meeting of shareholders.

Section 6. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules and construction, and definitions contained in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person.

Section 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article. The fact that this Corporation owns or might own all or a portion of the shares of the company issuing a policy of insurance shall not render this subdivision inapplicable if either of the following conditions are satisfied: (1) if authorized in the Articles of Incorporation, any policy issued is limited to the extent provided by California Corporations Code Section 204(d); or (2)(A) the company issuing the insurance policy is organized, licensed, and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction of organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the Corporation that purchased that policy, and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer.

Section 8. Accounting Year. The accounting year of the Corporation shall be determined by the Board of Directors.

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ARTICLE IX

INDEMNIFICATION

Section 1. Definitions. For the purpose of this Article, “agent” includes any person who is or was a director, officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of the predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil; criminal, administrative or investigative; and “expenses” includes attorneys’ fees and any expenses of establishing a right to indemnification under this Article.

Section 2. Indemnification in Actions by Third Parties. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was an agent of the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in-connection with the proceeding if such person acted in good faith and in a manner the person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 3. Indemnification in Actions by or in the Right of the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and its shareholders, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section for any of the following:

(a) In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the Corporation in the performance of that person’s duty to the Corporation and its Shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;

(b) Of amounts paid in settling or otherwise disposing of a. threatened or pending action without court approval; or

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(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4. Indemnification Against Expenses. To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in this Article or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. Required Determinations.       Except as provided in Section 4, any indemnification under this Article shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 by:

(a) A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(b) Approval of the Shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation.

Section 6. Indemnification of Directors. Notwithstanding the provisions of the above Sections of this Articles, the corporation shall indemnify, defend and hold harmless all persons acting in the capacity of director of the corporation from and against all claims, liabilities and costs incurred by such persons for acts, omissions or transactions while acting in the capacity of director of the corporation; including acts, omissions or transactions involving a breach of duty to the corporation or its shareholders, subject to the limitations required by paragraphs (10) and(11) Section 204(a) of the California General Corporation Law, or successor provisions thereto.

Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount if it shall be determined ultimately that the agent is not entitled to be indemnified, as authorized in this Article.

Section 8. Other Indemnification. No provision by the Corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding whether contained in the Articles of incorporation, Bylaws, a resolution of Shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. The indemnification authorized by this Article shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the Corporation and its Shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in the Articles of Incorporation. The indemnification provided by this Article for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the Corporation but not involving breach of duty to the Corporation and its Shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of Shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorized in the Articles of Incorporation. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

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Section 9. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article, except as provided in Section 4 or 5(c) in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Articles of Incorporation, Bylaws, a resolution of the Shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the Corporation as defined in this Article. The Corporation shall have the power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by California Corporations Code Section 207(f).

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AMENDMENT TO BYLAWS

OF

ROLLING OAKS IMAGING CORPORATION,

a California corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the shareholders (the “Shareholders”) and Board of Directors (the “Board”) of Rolling Oaks Imaging Corporation, a California corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article IV of the Bylaws of the Corporation, the Shareholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 3 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 3. Number of Directors. The authorized number of Directors of the corporation shall be one (1) until changed by an amendment to the Articles of Incorporation or by a Bylaw duly adopted by the shareholders amending this Article III, Section 3; provided however, that if the authorized number of directors is duly increased to six (6) or more, an amendment reducing the authorized number less than six (6) cannot be adopted if the shares voted against its adoption at a meeting or shares not consenting in the case of action by written consent, are equal to more than sixteen and two/thirds percent (16 2/3%) of the outstanding shares entitled to vote.”

CERTIFICATE OF SECRETARY

OF

ROLLING OAKS IMAGING CORPORATION,

a California corporation

I, the undersigned, do hereby certify that:

1.           I am the duly elected and acting Secretary of Rolling Oaks Imaging Corporation, a California corporation (the “Corporation”); and

2.          The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Shareholders and Board of Directors, pursuant to actions by written consent, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April, 2010.

/s/ Jeffrey L. Linden

Jeffrey L. Linden, Secretary

EX-3.22

RESTATED ARTICLES OF INCORPORATION

OF

ROLLING OAKS RADIOLOGY, INC.

The undersigned certify that:

1. They are the president and the secretary, respectively, of Rolling Oaks Radiology, Inc., a California corporation.

2. The Articles of Incorporation of this corporation are restated as set forth in Exhibit A attached hereto and incorporated by reference herein.

3. The foregoing restatement to the Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing restatement to the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 12,996. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: January 28, 2008
	/s/ Robert A. Princenthal
	Robert A. Princenthal, M.D.
	President
	/s/ Josephine Lee
	Josephine Lee, M.D.
	Secretary

Exhibit A

ARTICLES OF INCORPORATION

OF

ROLLING OAKS RADIOLOGY, INC.

I

The name of this corporation is Rolling Oaks Radiology, Inc.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

This corporation is authorized to issue only one class of shares of stock; the total number of shares which this corporation is authorized to issue is Twenty Thousand (20,000).

V

This corporation is a close corporation. All of the corporation’s issued shares of all classes shall be held of record by not more than 35 persons.

VI

The personal liability of the directors of the corporation for monetary damages shall be eliminated or limited to the fullest extent permissible under California law. The corporation is authorized to provide, whether by bylaws, agreement, or otherwise, the indemnification of agents (as defined in Section 317 of the Corporations Code) in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders, provided, however, that the provision may not provide for indemnification of any agent for any acts or omissions or transactions from which a director may not fee relieved of liability as set forth in the exception to Section 10 of Section 204 of the Corporations Code or as to circumstances in which indemnity is expressly prohibited by Section 317.

EX-3.23

BYLAWS

OF

ROLLING OAKS RADIOLOGY, INC.

A CALIFORNIA BUSINESS CORPORATION

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office for the transaction of business of the Corporation is hereby fixed and located at 415 E. Rolling Oaks Drive, Suite 160, Thousand Oaks, CA 91361. This location may be changed by approval of the Board of Directors to another location within the same state.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 1. Place of Meetings. All meetings of the Shareholders shall be held at the principal office of the Corporation unless some other appropriate and convenient location is designated for that purpose from time to time by the Board of Directors.

Section 2. Annual Meetings. The annual meeting of the Shareholders shall be held as follows or at such other time or date as the Board of Directors may determine within 90 days of such date:

Time of Meeting:	5 P.M.
Date of Meeting:	October 30

If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may be properly brought before the meeting.

Section 3. Special Meetings. Special Meetings of the Shareholders may be called at any time by the Board of Directors, the Chair of the Board, the President, a Vice-President, the Secretary, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. Except as next provided, notice shall be given as for the annual meeting.

If a special meeting is called by anyone other than the Board of Directors, the person or persons calling the meeting shall make a request in writing, delivered personally or sent by registered mail or by telegraphic or other facsimile or electronic transmission, to the Chair of the Board, or the President, Vice-President or Secretary, specifying the time and date of the meeting (which shall be not less than thirty-five (35) nor more than sixty (60) days after receipt of the request) and the general nature of the business proposed to be transacted. Within twenty (20) days after receipt, the officer receiving the request shall cause notice to be given to the Shareholders entitled to vote in accordance with Section 4 of this Article II, stating that a meeting will be held at the time requested by the person(s) calling the meeting, and stating the general nature of the business proposed to be transacted. If notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of Shareholders called by action of the Board may be held.

Section 4. Notice of Meetings — Reports. Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting, to Shareholders. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such Officer, or in the case of his or her neglect or refusal, by any Director or Shareholder. Such notices or any reports shall be given personally or by mail or other means of written communication as provided in Sections 118 and 601 of the California General Corporation Law and shall be sent to the Shareholder’s address appearing on the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice, and in the absence thereof, as provided in Section 601 of the California General Corporation Law.

Notice of any meeting of Shareholders shall specify the place, the day and hour of meeting, and (i) in case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted; or (ii) in the case of an annual meeting, those matters which the Board at the time of giving notice intends to present for action, where applicable, by the Shareholders. At any meetings where Directors are to be elected, notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.

If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the Corporation, in California, is situated, or published at least once in some newspaper of general circulation in the County of said principal office.

Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication as provided in Sections 118 and 601 of the California General Corporation Law. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California General Corporation Law, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Law, (iii) a reorganization of the Corporation, pursuant to Section 1201 of that Law, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of that Law, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice shall also state the general nature of that proposal.

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Section 5. Waiver of Notice or Consent By Absent Shareholders. The transactions of any meeting of Shareholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if. either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of Shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless provided in the Articles of Incorporation or these Bylaws, except as provided in Section 601(f) of the California General Corporation Law.

Section 6. Shareholders Acting Without a Meeting; Directors. Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the Corporation; provided, further, that while ordinarily Directors can only be elected at a meeting or. under Section 603(d) of the California General Corporation Law, by a written consent which is unanimous, if the Directors fail to fill a vacancy, other than a vacancy created by removal, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors. A vacancy created by removal may be filled as provided in Article III, Section 7 of these bylaws or by the unanimous written consent of the shareholders.

Section 7. Other Actions Without a Meeting. Unless otherwise provided in the California General Corporation Law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

If the consents of all Shareholders entitled to vote have not been solicited in writing,

(i) Notice of any Shareholder approval pursuant to Sections 310, 317, 1201 or 2007 of the California General Corporation Law without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and

(ii) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.

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Any Shareholder giving written consent, or such Shareholder’s proxyholders, or a transferee of the shares or a personal representative of such Shareholder or such Shareholder’s respective proxyholders, may revoke the consent by a writing received by the Corporation prior to the time that written consent of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

Section 8. Quorum. The holders of a majority of shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.

If a quorum is initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to constitute a quorum initially.

Section 9. Adjourned Meeting and Notice Thereof. Any Shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 8 of this Article II.

When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

Section 10. Entry of Notice. Whenever any Shareholder entitled to vote has been absent from any meeting of Shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such Shareholder, as required by law and these Bylaws.

Section 11. Determining Shareholders of Record. For purposes of determining the Shareholders entitled to notice of any meeting; or to vote; or to receive payment of any dividend or distribution; or for the allotment of any rights; or when any change or conversion or exchange of shares shall go into effect; or to give consent to corporate action without a meeting; or to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty (60) days nor less than ten (10) days before the date of any such meeting or other action. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of such period.

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If the Board of Directors does not so fix a record date:

(a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that prior action, or the sixtieth (60th) day before the date the action is to take effect, whichever is later.

Section 12. Voting. Only Shareholders of record on the date fixed pursuant to Article II, Section 11, are entitled to vote, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

Provided that a candidate’s name has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of such Shareholder’s intent to cumulate such Shareholder’s votes, every Shareholder entitled to vote at election for Directors of any Corporation may cumulate his or her votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled, or distribute his or her votes on the same principle among as many candidates as he or she thinks fits.

The candidates receiving the highest number of votes up to the number of Director to be elected are elected.

Section 13. Proxies. Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of Sections 604 and 705 of the California General Corporation Law and filed with the Secretary of the Corporation, provided that the proxy shall be valid only if executed in favor of another Shareholder of the Corporation.

Section 14. Organization. The President, or in the absence of the President, any VicePresident, shall call the meeting of the Shareholders to order, and shall act as Chair of the meeting. In the absence of the President and all of the Vice-Presidents, the Shareholders shall appoint a Chair of such meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary, at any meeting of the Shareholders, the presiding Officer may appoint any person to act as Secretary of the meeting.

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Section 15. Inspectors of Election. In advance of any meeting of Shareholders the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chair of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.

ARTICLE III

DIRECTORS-MANAGEMENT

Section 1. Responsibility of Board of Directors. Subject to the provisions of the California General Corporation Law and to any limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the Shareholders, as that term is defined in Section 153 of the California General Corporation Law, or by the outstanding shares, as that term is defined in Section 152 of the California General Corporation Law, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2. Standard of Care. Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may service, in good faith, in a manner such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 3. Number and Qualification of Directors. The authorized number of Directors of the corporation shall be three (3), until changed by an amendment to the Articles of Incorporation, or by an amendment to this Section 3 of Article III of these Bylaws, adopted by the vote or written assent of the shareholders entitled to exercise the majority of the voting power of the corporation. Notwithstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term “whole Board” means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice verso may be effected by a duly adopted amendment to the Articles of Incorporation or by an amendment to this bylaw duly approved by a majority of the outstanding shares entitled to vote; provided, however, that following such an amendment, a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consent in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

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Each Director shall be, and continuously remain a Shareholder of the Corporation. Any director shall immediately cease to be a director on the effective date of disqualification and such director’s office shall become vacant without necessity of any action by the Corporation.

Section 4. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the Shareholders, but if any such annual meeting is not held or directors are not elected thereat, the directors may be elected at any special meeting of the Shareholders held for that purpose. All directors shall hold office until their respective successors are elected and qualified.

Section 5. Vacancies. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, removal, or disqualification of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors necessary to fill the Board.

Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by a court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote.

The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but such an election made by written consent shall be as provided in Article II, Section 6.

Section 6. Resignation of Directors. Any Director may resign effective upon giving written notice to the Chair of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

Section 7. Removal of Directors. The entire Board of Directors or any individual Director may be removed from office as provided by Sections 302, 303, and 304 of the California General Corporation Law. In the event that less than the entire Board is removed from office, the remaining Board members may elect successor Director(s) to fill any vacancy for the remaining unexpired term of the Director(s) so removed.

No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director’s term of office expires.

Section 8. Notice, Place and Manner of Meetings. Regular meetings of the Board of Directors may be called by the Chair of the Board, or the President, or any Vice-President, or the Secretary, and shall be held at the principal office of the Corporation, unless some other place is designated in the notice of the meeting. Accurate minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by Section 1500 of the California General Corporation Law by the Secretary or other officer designated for that purpose.

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Section 9. Annual Meetings; Regular Meetings. Immediately following each animal meeting of Shareholders, or at such other time as the Board may determine within 90 days of such annual meeting of Shareholder, the Board of Directors shall hold an annual meeting for the purpose of organization, or any designed election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors may be held at such time as may from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 10. Special Meetings — Notices — Waivers. Special meetings of the Board may be called from time to time be fixed by the President, or, if the President is absent or unable or refuses to act, by any Vice-President or the Secretary or by any two (2) Directors.

At least forty-eight (48) hours notice of the time and place of any special meeting shall be delivered personally to the Directors or personally communicated to them by a corporate Officer by telephone or telegraph or other electronic means. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the Corporation, or, if it is not so shown on such records or it is not readily ascertainable, at the place is which meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal office of the Corporation is located at least four (4) days prior to the time of the holding of the meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board.

At any meeting of the Board of Directors, however called or noticed, the transactions thereof are as valid as if had at a meeting regularly called and noticed, if each Director receives proper notice, waives notice, consents to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director(s). All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 12. Action by Unanimous Written Consent. Any action required or permitted to be take by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.

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Section 13. Quorum. A majority of the number of Directors as fixed by the Articles of Incorporation or Bylaws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting.

Section 14. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 15. Compensation of Directors. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity, except as expressly prohibited herein, and receiving compensation therefore.

Section 16. Committees. Committees of the Board may be appointed by resolution passed by a majority of the entire Board. Committees shall be composed of two (2) or more members of the Board, and shall have such powers of the Board as may be expressly delegated to them by resolution of the Board of Directors, except those powers expressly made nondelegable by Section 311 of the California General Corporation Law.

ARTICLE IV

OFFICERS

Section 1. Officers. The Officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, a Chair of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Chief Financial Officers, and other such Officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. All Officers shall also be Shareholders of the Corporation.

Section 2. Election. The Officers of the Corporation, expect such Officers as may be appointed in accordance with the provisions of Section 3 or Section 6 of this Article IV, shall be chosen annually by the Board of Directors, and each shall hold office until he or she shall resign or until his or her successor officer shall be elected and qualified.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint such other Officers as the business of the Corporation may require, each of whom shall hold office for the necessary period of time, and shall have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. Removal, Disqualification and Resignation of Officers. Any Officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting or, except in the case of an officer chosen by the Board of Directors, by any Officer with the power of removal conferred on him or her by the Board of Directors.

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Any Officers may resign at any time by giving written notice to the Board of Directors, President or Secretary of the Corporation. Any resignation shall taken effect at the date of its receipt or at any later specified time and, unless otherwise specified, acceptance of such resignation shall not be necessary to make it effective.

Section 5. Compensation of Officers. Salaries of Officers and other Shareholders employed by the Corporation shall be fixed periodically by the Board of Directors or established under agreements with the Officers or Shareholders approved by the Board of Directors. Board approval for any such compensation or contracts shall be by majority vote of the Directors then in office.

Section 6. Vacancies. In the event, of a vacancy in any office because of death, resignation, removal, disqualification or any other cause the Board of Directors shall elect a successor who shall hold the office for the unexpired term; or until a successor is elected.

Section 7. Chair of the Board. The Chair of the Board, if such an Officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assign by the Board of Directors or prescribed by the Bylaws.

Section 8. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chair of the Board, if there be such an officers, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a) Preside at all meetings of the Shareholders and in the absence of the Chair of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b) Sign all certificates of stock of the Corporation, in conjunction with the Secretary or Assistant Secretary, unless otherwise ordered by the Board of Directors;

(c) When authorized by the Board of Directors, execute, in the name of the Corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the Corporation’s business may require;

(d) Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the Corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the Corporation;

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(e) Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote on behalf of the Corporation, at all meetings of the Shareholders of any corporation in which this Corporation holds stock.

Section 9. Vice-President. In the absence or disability of the President, the Vice-Presidents, if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively b the Board of Directors or by the Bylaws.

Section 10. Secretary. The Secretary shall:

(a) Sign with the President or a Vice-President, certificates for shares in the corporation.

(b) Certify and keep at the principal executive office of the Corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c) Keep at the principal office of the Corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and Shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares or members present or represented at Shareholders’ meetings and the proceedings thereof.

(d) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a Secretary, or his or her refusal or neglect to act, notice may be given and served by an Assistant Secretary or by the President or Vice-President or by the Board of Directors.

(e) Exhibit at all reasonable times, the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f) See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

(g) Exhibit at all reasonable times, to any directors, or Shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the Shareholders and directors of the Corporation.

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(h) In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him or her by the Board of Directors.

(i) In the case of absence or disability of the Secretary or his or her refusal or neglect to act, the Assistant Secretary, or if there be none, the Chief Financial Officer acting as Assistant Secretary, may perform all of the functions of a Secretary. In the absence, inability, refusal or neglect to act of the Secretary, and the Assistant Secretary and the Chief Financial Officer, any person authorized by the President, the Vice-President or the Board of Directors may perform the functions of a Secretary.

Section 11. Assistant Secretary. At the request of the Secretary, or in his or her absence or disability, the Assistant Secretary, designated by the Secretary, shall perform all the duties of the Secretary, and when so acting shall have all the powers of, and be subject to all restrictions upon, the Secretary. The Assistant Secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the Secretary.

Section 12. Chief Financial Officer. The Chief Financial officer shall:

(a) Have charge and custody of, and be responsible for all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b) Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.

(c) Disburse or cause to be disbursed, the funds of the Corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d) Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

(e) Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the Corporation, where such books and records are kept.

(f) Render to the President and directors, whenever they request it, an account of all these transactions as Chief Financial officer, and of the financial condition of the Corporation.

(g) Certify the financial statements to be included in the annual report to Shareholders and prepare or cause to be prepared, statements of the affairs of the corporation when requested by Shareholders holding at least ten percent (10%) of the number of outstanding shares of the Corporation.

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(h) Give to the Corporation a bond, if required by the Board of Directors, or by the President, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

(i) In general, perform all the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j) In case of the absence or the disability of the Chief Financial Officer, or his or her refusal or neglect to act, the Assistant Secretary or the Secretary acting as Assistant Secretary may perform all the functions of the Chief Financial Officer. In the absence, inability, refusal or neglect, to act of the Chief Financial Officer, the Assistant Secretary and the Secretary, any person authorized by the President, Vice-President or the Board of Directors may perform the functions of the Chief Financial Officer.

Section 13. Assistant Chief Financial Officer.

The Assistant Chief Financial Officer, if required so to do by the Board of Directors, shall respectively give bonds for the faithful discharge of his or her duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the Chief Financial Officer, or in his or her absence or disability, the Assistant Chief Financial Officer designated by him or her shall perform all the duties of the Chief Financial Officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the Chief Financial Officer. He or she shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Financial Officer.

ARTICLE V

CERTIFICATES AND TRANSFER OF SHARES

Section 1. Certificates for Shares. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its serial number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges, preferences and restrictions, if any; a statement as to the redemption or conversion, if any, a statement of liens or restrictions upon transfer of voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.

All certificates shall be signed in the name of the Corporation by the Chair of the Board or Vice-Chair of the Board or the President or Vice-President and by the Chief Financial Officer or an Assistant Chief Financial Officer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.

Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on, a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

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Section 2. Transfer on the Books. Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Lost or Destroyed Certificates. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

Section 4. Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company, either domestic or foreign. who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

Section 5. Closing Stock Transfer Books - Record Date. In order that the Corporation may determine the Shareholder entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.

The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

Section 6. Legend Condition. In the event any shares of this corporation are issued pursuant to a permit or exemption therefrom requiring the imposition of a legend condition, the person or persons issuing or transferring said shares shall make sure said legend appears on the certificate and shall not be required to transfer any shares free of such legend unless an amendment to such permit or a new permit be first issued so authorizing such a deletion.

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ARTICLE VI

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 1. Authority for Execution of Contracts and Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any-amount.

Section 2. Bank Accounts and Deposits.

(a) All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies, money market accounts, brokerages or depositories as the Board of Directors may select or as may be selected by any officer or officers of the Corporation, agent or agents of the Corporation, to whom such power may be delegated from time to time by the Board of Directors.

(b) Endorsements for deposits to the credit of. the Corporation, and any of its duly authorized depositories may be made without counter-signature by the President or a Vice-President, or the Chief Financial officer or, the Assistant Chief Financial Officer, or by any other officer, or agent of the Corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the Corporation.

(c) All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by the person or persons and in the manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VII

RECORDS - REPORTS — INSPECTION

Section 1. Records. The Corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books, and. records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the Board of Directors from time to time.

Section 2. Inspection of Books and Records. All books and records provided for in Section 1500 of the California General Corporation Law shall be open to inspection by the Directors and Shareholders from time to time and in the manner provided in Sections 1600-1602 of the California General Corporation Law.

Section 3. Certification and Inspection of Bylaws. The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the Corporations principal executive office and shall be open to inspection by the Shareholders of the Corporation at all reasonable times during office hours as provided in Section 213 of the California General Corporation Law.

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Section 4. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by the person or persons and in the manner as shall be determined from time to time, by resolution of the Board of Directors.

Section 5. Contracts. Etc. — How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any Officer or Officers to enter into any contract or execute. and deliver any instrument in the name of and on behalf of the Corporation. This authority may be general or confined to specific instances; and, unless so authorized, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable pecuniarily for any purpose or in any amount.

Section 6. Minutes of Corporate Meetings. The Corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its Shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors’ meetings, the number of shares or members present or represented at Shareholders’ or members’ meetings. and the proceedings thereof.

Section 7. Share Register. The Corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the Shareholders, their addresses, the number of shares of each class held by each Shareholder, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the Corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that, such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 2 of Article VII of these Bylaws.

Section 8. Financial Statements. A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of any such statement or a copy shall be mailed to each such Shareholder.

A Shareholder or Shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation may make a written request to the Corporation for (i) an income statement of the corporation for the initial three-month, six-month, or nine-month period of the current fiscal year if that period ended more than 30 days prior to the date of the Shareholder’s request and/or (ii) a balance sheet of the corporation as of the end of that period. The Chief Financial Officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the Corporation has not sent to the Shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the Shareholder or Shareholders within thirty (30) days after the request.

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The Corporation shall also, on the written request of any Shareholder, mail to the Shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

ARTICLE VIII

ANNUAL REPORTS

Section 1. Report To Shareholders, Due Date. The Board of Directors may cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year and in the manner specified in Section 4 of Article II of these Bylaws for giving notice to Shareholders of the Corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized Officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.

Section 2. Waiver. The annual reports to Shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with so long as this Corporation shall have less than one hundred (100) Shareholders. However, nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Shareholders of the Corporation as they consider appropriate.

ARTICLE IX

AMENDMENTS TO BYLAWS

Section 1. Amendment By Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by vote or written assent of the Shareholders entitled to exercise a majority of the voting power of the Corporation.

Section 2. Powers of Directors. Subject to the right of the Shareholders to adopt, amend or repeal Bylaws, as provided in Section 1 of this Article IX, and the limitations of Section 204(a) and Section 212 of the California General Corporation Law, the Board of Directors by majority vote of the Directors then in office may adopt, amend or repeal any of these Bylaws other than a Bylaw or amendment thereof changing the authorized number of Directors.

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Section 3. Record of Amendments. Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE X

CORPORATE SEAL

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word “California.”

ARTICLE XI

INDEMNIFICATION

Section 1. Definitions. For the purpose of this Article, “agent” includes any person who is or was a director, officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of the predecessor corporation; “proceeding’ includes any threatened, pending, or completed action or proceeding, whether civil; criminal, administrative or investigative; and “expenses” includes attorneys’ fees and any expenses of establishing a right to indemnification under Section 4 or section 5(c).

Section 2. Indemnification in Actions by Third Parties. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was an agent of the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in-connection with the proceeding if such person acted in good faith and in a manner the person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 3. Indemnification in Actions by or in the Right of the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and its shareholders, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3 for any of the following:

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(a) In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the Corporation in the performance of that person’s duly to the Corporation and its Shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.

(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action without court approval; or

(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4. Indemnification Against Expenses. To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Sections 2 or 3 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. Required Determinations. Except as provided in Section 4, any indemnification under this Article shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 by:

(a) A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(b) Approval of the Shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation.

Section 6. Indemnification of Directors. Notwithstanding the provisions of Sections 2 through 5 of this Articles IX, the corporation shall indemnify, defend and hold harmless all persons acting in the capacity of director of the corporation from and against all claims, liabilities and costs incurred by such persons for acts, omissions or transactions while acting in the capacity of director of the corporation; including acts, omissions or transactions involving a breach of duty to the corporation or its shareholders, subject to the limitations required by paragraphs (10) and(11) Section 204(a) of the California General Corporation Law, or successor provisions thereto.

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Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount if it shall be determined ultimately that the agent is not entitled to be indemnified, as authorized in this Article.

Section 8. Other Indemnification. No provision by the Corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding whether contained in the Articles of Incorporation, Bylaws, a resolution of Shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. The indemnification authorized by this Article shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the Corporation and its Shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in the Articles of Incorporation. The indemnification provided by this Article for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the Corporation but not involving breach of duty to the Corporation and its Shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of Shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorized in the Articles of Incorporation. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 9. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article, except as provided in Section 4 or 5(c) in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Articles of Incorporation, Bylaws, a resolution of the Shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE XII

MISCELLANEOUS

Section 1. Representation of Shares in Other Corporations. Shares of other corporations standing in the name of this Corporation may be voted or represented and all incidents thereto may be exercised on behalf of the Corporation by the Chair of the Board, the President, or any Vice-President and the Secretary or an Assistant Secretary.

Section 2. Accounting Year. The accounting year of the Corporation shall be determined by the Board of Directors.

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AMENDMENT TO BYLAWS

OF

ROLLING OAKS RADIOLOGY, INC.,

a California corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the shareholders (the “Shareholders”) and Board of Directors (the “Board”) of Rolling Oaks Radiology, Inc., a California corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article IX, Section 1 of the Bylaws of the Corporation, the Shareholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 3 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 3. Number of Directors. The authorized number of Directors of the corporation shall be one (1), until changed by an amendment to the Articles of Incorporation, or by an amendment to this Section 3 of Article III of these Bylaws, adopted by the vote or written assent of the shareholders entitled to exercise the majority of the voting power of the corporation. Notwithstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term “whole Board” means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice verso may be effected by a duly adopted amendment to the Articles of Incorporation or by an amendment to this bylaw duly approved by a majority of the outstanding shares entitled to vote; provided, however, that following such an amendment, a bylaw reducing the number or minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consent in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.”

CERTIFICATE OF SECRETARY

OF

ROLLING OAKS RADIOLOGY, INC.,

a California corporation

I, the undersigned, do hereby certify that:

1.           I am the duly elected and acting Secretary of Rolling Oaks Radiology, Inc., a California corporation (the “Corporation”); and

2.           The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Shareholders and Board of Directors, pursuant to actions by written consent, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April, 2010.

/s/ Jefferey L. Linden

Jefferey L. Linden, Secretary

EX-3.24

ARTICLES OF INCORPORATION

OF

SoCal MR Site Management, Inc.

ARTICLE I.

The name of this corporation is:

 SoCal MR Site Management, Inc.

ARTICLE II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III.

The name and complete business address in the State of California of this corporation’s initial agent for service of process is:

Howard G. Berger, M.D.

1516 Cotner Avenue

Los Angeles, CA 90025

ARTICLE IV.

This corporation is authorized to issue only one class of shares of stock which shall be designated common stock, $0.01 par value per share; and the total number of shares which the corporation is authorized to issue is 5,000,000.

ARTICLE V.

A.           The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

B.           The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent permissible under California law.

C.           Any amendment, repeal or modification of any provision of this Article V shall not adversely affect any right or protection of an agent of this corporation existing at the time of such amendment, repeal or modification.

/s/ Jeffrey L. Linden

Jeffrey L. Linden, Incorporator

EX-3.25

BYLAWS

OF

SoCal MR SITE MANAGEMENT, INC.,

a California corporation

ARTICLE I

OFFICES

Section 1.01 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at 1516 Cotner Avenue, Los Angeles, California 90025.

The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02 Other Offices

The corporation may also have offices at such other places, within or without the State of California, where the corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 2.01 Place of Meetings

Meetings of shareholders shall be held at any place within or without the state designated by the Board of Directors pursuant to authority hereinafter granted to the Board, or by the written consent of all persons entitled to vote thereat. In the absence of any such designation shareholders’ meetings shall be held at the principal executive office of the corporation. Any meeting is valid wherever held, if held by the written consent of all the persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.

EXHIBIT B

1

Section 2.02 Time of Annual Meeting - Business Transacted

The annual meeting of shareholders shall be held on the 24th day of May, at the hour of 10:00 a.m., or at such other time or date as the Board of Directors may determine. At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2.03 Notice of Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.04 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal.

Section 2.04 Calling of Special Meetings

A special meeting of the shareholders may be called at any time by the Board of Directors, or by the chairman of the Board, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Section 2.03 and 2.04 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice. Nothing contained in this paragraph of this Section 2.04 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

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Section 2.05 Quorum of Shareholders

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.06 Adjourned Meeting and Notice Thereof

Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.05 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.03 and 2.04 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.07 Entry of Notice

Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be presumptive evidence that due notice of such meeting was given to such shareholder, as required by law and these Bylaws.

Section 2.08 Determining Shareholders of Record

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

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If the Board of Directors does not so fix a record date:

(a)            The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)            The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

Section 2.09 Voting

The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of this corporation on the record date determined in accordance with Section 2.08 of this Article.

Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(a)            Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder’s name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee’s name.

(b)            Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority to do so is contained in the order of the court by which such receiver was appointed.

(c)            Subject to the provisions of Section 705 of the California General Corporation Law, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

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(d)            Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor’s property has been appointed and written notice of such appointment given to the corporation.

(e)            Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine or, in the absence of such determination, by the chairman of the Board, president or any vice president of such other corporation, or by any person authorized to do so by the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of the corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(f)             Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(g)            Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(h)            If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i)           If only one votes; such act binds all;

(ii)          If more than one votes, the act of the majority so binds all;

(iii)         If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority of even split for the purpose of this section shall be a majority or even split in interest.

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Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principal among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Elections need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

Section 2.10 Proxies

Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 2.11 Consent of Absentees

The transactions of any meetings of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as provided in Section 601(f) of the California General Corporation Law.

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Section 2.12 Action Without A Meeting

Any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.04 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by the approval.

Section 2.13 Conduct of Meeting

At every meeting of the shareholders, the president, or in his or her absence, the vice-president designated by the president, or in the absence of such designation, a chairman, (who shall be one of the vice-presidents, if any is present) chosen by a majority in interest of the shareholders of the corporation present in person or by proxy and entitled to vote, shall act as chairman. The secretary of the corporation, or in his or her absence an assistant secretary, shall act as secretary at all meetings of the shareholders. In the absence of the secretary at such meeting, or assistant secretary, the chairman may appoint another person to act as secretary of the meeting.

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Section 2.14 Inspection of Election

Before any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)            Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies.

(b)            Receive votes, ballots or consents;

(c)            Hear and Determine all challenges and questions in any way arising in connection with the right to vote;

(d)            Count and tabulate all votes or consents;

(e)            Determine when the polls shall close;

(f)             Determine the result; and

(g)            Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

Section 3.01 Directors Defined

Directors, when used in relation to any power or duty requiring collective action, means “Board of Directors.”

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Section 3.02 Number of Directors

The corporation shall have one (1) director. Not withstanding the foregoing, before the issuance of any shares and so long as the corporation has only one shareholder, the number of directors may be one or two; so long as the corporation has two shareholders, the number shall be at least two; so long as the corporation has three or more shareholders, the number shall be at least three. As used in these Bylaws, the term “whole Board” means the number of directors that the corporation would have if there were no vacancies. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number of directors or changing from a variable to a fixed board or vice versa may be adopted only by approval of the outstanding shares; provided, however, that a bylaw reducing the number or the minimum number of directors to a number smaller than five shall not be adopted if the votes cast against its adoption at a meeting of shareholders, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

Section 3.03 Term of Office

The directors shall be elected at each annual meeting of the shareholders, but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected.

Section 3.04 Vacancies

Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

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Any director may resign effective on giving written notice to the chairman of the Board, the president, the secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.05 Removal of Directors

The entire Board of Directors or any individual director may be removed from office in the manner provided by law.

Section 3.06 Place of Meeting

Regular meetings of the Board of Directors may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

Section 3.07 Regular Meetings

Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, or any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

Section 3.08 Call of Special Meeting

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board or the president or any vice-president or the secretary or any two directors.

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Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

Section 3.09 Quorum

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10   Participation in Meetings by Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.11 Action by Consent of Board Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed in the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, these Bylaws authorized the directors to so act, and any such statement shall be prima facie evidence of such authority.

Section 3.12 Adjournment

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

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Section 3.13 Conduct of Meeting

At every meeting of the Board of Directors the chairman of the Board of Directors, if there shall be such an officer, and if not, the president, or in his absence, the vice-president designated by him, or in the absence of such designation, the chairman chosen by a majority of the directors present shall preside. The secretary of the corporation shall act as secretary of the meeting. In case the secretary shall be absent from any meeting, the chairman may appoint any person to act as secretary of the meeting.

Section 3.14 Compensation

Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefor.

ARTICLE IV

INDEMNIFICATION

Section 4.01 Definitions

For the purpose of this Article, “agent” includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes attorneys’ fees and any expenses of establishing a right to indemnification under section 4.04 or Section 4.05(c).

Section 4.02 Indemnification in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

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Section 4.03   Indemnification in Actions by or in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 4.03.

(a)            In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.

(b)            Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c)            Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.

Section 4.04. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits of defense of any proceeding referred to in Section 4.02 or 4.03 or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 4.05 Required Determinations

Except as provided in Section 4.04, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 4.02 or 4.03 by:

(a)            A majority vote of a quorum consisting of directors who are not parties to such proceeding;

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(b)           Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or

(c)            The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Section 4.06 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final deposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 4.07 Other Indemnification

No provision by the corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding whether contained in the Articles, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 4.08 Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Article, except as provided in Section 4.04 or 4.05(c) in any circumstances where it appears:

(a)            That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the shareholders or an agreement, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)            That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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ARTICLE V

OFFICERS

Section 5.01  Officers - Enumeration

The officers of a corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices. In its discretion, the Board of Directors may leave unfilled for any period it may fix, any office except the office of the president and secretary.

Section 5.02 Election

The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by and serve at the pleasure of the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successors shall be elected and qualified.

Section 5.03 Subordinate Officers

The Board of Directors may appoint such other officers or agents as the business of the corporation may require, each of whom shall hold office for such period, and have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to appoint any such subordinate officers, committees or agent, to specify their duties, and the authority to determine their compensation.

Section 5.04 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, by any committee or officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5.05 Vacancies

If the office of the president, vice president, secretary, chief financial officer, assistant secretary or assistant treasurer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold the office for the unexpired term, and until a successor is elected.

Section 5.06 Chairman of the Board

The chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no president, or in the absence or disability of the president, the chairman of the Board, if there be one, shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

Section 5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within the authority and in the course of his duties he shall:

(a)            Preside at all meetings of the shareholders and in the absence of the chairman of the Board, or if there be none, at all meetings of the Board of Directors, and shall be an ex-officio member of all standing committees, including the executive committee, if any;

(b)            Sign all certificates of stock of the corporation, in conjunction with the secretary or assistant secretary, unless otherwise ordered by the Board of Directors.

(c)            When authorized by the Board of Directors, execute, in the name of the corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments of writing, and unless the Board of Directors shall order otherwise by resolution, make such contracts as the ordinary conduct of the corporation’s business may require;

(d)           Appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees and clerks of the corporation other than the duly appointed officers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the officers, agents and employees of the corporation;

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(e)            Unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, and act and vote in behalf of the corporation, at all meetings of the shareholders of any corporation in which this corporation holds stock.

Section 5.08 Vice President

In the absence or disability of the president and the chairman of the board, if there be one, the vice presidents, if there be any, in order of their rank as fixed by the Board of Directors or, if not ranked, the vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice president or vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.09 Secretary

The secretary shall:

(a)            Sign with the president or a vice president, certificates for shares in the corporation.

(b)            Certify and keep at the principal executive office of the corporation, the original or a copy of these Bylaws amended or otherwise altered to date.

(c)            Keep at the principal office of the corporation or such place as the Board of Directors may order, a book of minutes of all meetings of its directors and shareholders, its executive committee and other committees, with the time and place of holding, either regular or special, and, if special how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares or members present or represented at shareholders’ meetings and the proceedings thereof.

(d)            See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the law. In case of the absence or disability of a secretary, or his refusal or neglect to act, notice may be given and serviced by an assistant secretary or by the president or vice president or by the Board of Directors.

(e)            Exhibit at all reasonable times, the seal of the corporation and see that it is engraved, lithographed, printed, stamped, impressed upon and affixed to all certificates for shares prior to their issuance and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws. The failure, however, to so affix the seal does not affect the validity of any instrument.

(f)            See that books, reports, statements, certificates and all other documents or records required by law are properly kept on file.

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(g)           Exhibit at all reasonable times, to any directors, or shareholder, upon application, the Bylaws, the share register, and minutes of proceedings of the shareholders and directors of the corporation.

(h)            In general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned to him by the Board of Directors.

(i)             In the case of absence or disability of the secretary or his or her refusal or neglect to act, the assistant secretary, or if there be none, the chief financial officer acting as assistant secretary, may perform all of the functions of a secretary. In the absence or inability to act, or refusal or neglect to act, of both the secretary and the assistant secretary, the chief financial officer or any person thereunto authorized by the president or the vice president, or by the Board of Directors may perform the functions of a secretary.

Section 5.10 Assistant Secretary

At the request of the secretary, or in his or her absence or disability, the assistant secretary, designated by the secretary, shall perform all the duties of the secretary, and when so acting shall have all the powers of, and be subject to all restrictions upon, the secretary. The assistant secretary shall perform such other duties as from time to time may be assigned by the Board of Directors, or the secretary.

Section 5.11 Chief Financial Officer

The chief financial officer shall:

(a)            Have charge and custody of, and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation, in such banks, trust companies or depositories as shall be selected by the Board of Directors.

(b)            Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

(c)            Disburse or cause to be disbursed, the funds of the corporation, as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

(d)            Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shall be shown in a separate account.

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(e)            Exhibit at all reasonable times the books of account and records to any directors, upon application, during business hours, at the office of the corporation, where such books and records are kept.

(f)             Render to the president and directors, whenever they request it, an account of all these transactions as chief financial officer, and of the financial condition of the corporation.

(g)            Prepare or cause to be prepared, and certify the financial statements to be included in the annual report to shareholders statements of the affairs of the corporation where requested by shareholders holding at least ten percent (10%) of the number of outstanding shares of the corporation.

(h)            Give to the corporation a bond, if required by the Board of Directors, or by the president, in a sum, and with one or more sureties or surety companies satisfactory to the Board for the faithful performance of the duties of the office for the restoration of the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(i)             In general, perform all the duties incident to the office of chief financial officer and such other duties as from time to time may be assigned to him by the Board of Directors.

(j)             In case of the absence or the disability of the chief financial officer, or his refusal or neglect to act, the assistant secretary or the secretary acting as assistant secretary may perform all the functions of the chief financial officer. In the absence or inability to act, or refusal or neglect to act, of both the chief financial officer and the secretary, any person thereunto authorized by the president or vice president or by the Board of Directors may perform the functions of the chief financial officer.

Section 5.12 Assistant Treasurer

The assistant treasurer, if required so to do by the Board of Directors, shall respectively give bonds for the faithful discharge of his duties, in such sums, and with such sureties as the Board of Directors shall require.

At the request of the chief financial officer, or in his absence or disability, the assistant treasurer designated by him shall perform all the duties of the chief financial officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon the chief financial officer. He shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the chief financial officer.

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Section 5.13 Salaries

The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any officer employed by the corporation shall execute an agreement as a condition of employment to provide that, in the event salary payments shall be disallowed in whole or in part as a deductible expense for income tax purposes, said salary shall be reimbursed by such officer to the corporation to the full extent of the disallowance.

ARTICLE VI

COMMITTEES

The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(a)            The approval of any action for which the General Corporation Law also requires shareholders’ approval or approval of the outstanding shares;

(b)            The filing of vacancies on the Board or on any committee;

(c)            The fixing of compensation of the directors for serving on the Board or on any committee;

(d)            The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)            The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)             A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(g)           The appointment of other committees of the Board or the members thereof.

    Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

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ARTICLE VII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 7.01  Authority for Execution of Contracts and Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 7.02 Bank Accounts and Deposits

(a)           All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, bankers, trust companies or depositories as the Board of Directors may select or as may be selected by any officer or officers of the corporation, agent or agents of the corporation, to whom such power may be delegated from time to time by the Board of Directors.

(b)           Endorsements for deposits to the credit of the corporation, and any of its duly authorized depositories may be made without counter-signature by the president or a vice president, or the chief financial officer or the assistant treasurer, or by any other officer or agent of the corporation to whom the Board of Directors by resolution shall have delegated such powers, or by hand-stamped impression in the name of the corporation.

(c)           All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

ISSUANCE AND TRANSFER OF SHARES

Section 8.01 Certificates for Fully Paid Shares

(a)            The corporation shall issue shares when fully paid.

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(b)           The corporation may issue certificates for shares prior to full payment under restrictions as the Board of Directors may provide. The certificates for shares issued prior to full payment shall state the amount remaining unpaid and the terms and payment thereof. As a condition of transfer on the books of the corporation, of shares issued prior to full payment, the corporation may require that payment in full of the purchase or subscription price shall be made prior to transfer.

Section 8.02 Consideration for Shares

No shares of stock shall be issued by the corporation except in consideration of any or all of the following:

(a)            Money paid;

(b)            Labor done;

(c)            Services actually rendered or for the corporation’s benefit or in the corporation’s formation or reorganization;

(d)            Debts or securities canceled;

(e)            Tangible or intangible properties actually received by the corporation or a wholly-owned subsidiary;

(f)             Upon receipt of a promissory note provided it is adequately secured by collateral other than the shares acquired;

(g)            As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class, conversion of outstanding shares into shares of another class, exchange of outstanding shares for shares of another class or other change affecting outstanding shares.

Section 8.03 Contents of Share Certificates

Certificates for shares shall be of such form and style, printed or otherwise, as the Board of Directors may designate, and each certificate shall state all of the following facts:

(a)            The certificate number;

(b)            The date of issuance;

(c)            The name of the record holder of the shares represented thereby;

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(d)            The number of shares, and a designation, if any, of the class or series represented thereby;

(e)            The par value, if any, of the shares represented thereby, or a statement that the shares are without par value.

Section 8.04 Signing Certificates - Facsimile Certificates

Any or all of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 8.05 Cancellation and Exchange of Certificates

When the Articles are amended in any way affecting the statement contained in the certificates for outstanding shares, or, it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefor, conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificates so ordered to be surrendered is not entitled to vote or receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance.

Section 8.06 Replacement of Lost or Destroyed Certificates

Except as provided in this Section 8.06, no new certificates for shares shall be issued to replace an old certificate unless the later is surrendered to the corporation and canceled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

Section 8.07 Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.

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Section 8.08 Conditions of Transfer

A person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the secretary of the corporation or its transfer agent, if any, such facts shall be stated in the entry of the transfer.

When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the corporation may refuse the transfer unless the person gives adequate security or bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the corporation as to form, amount and responsibility of sureties. The bond shall be conditioned to protect the corporation, its officers, transfer agents and registrars, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares.

Section 8.09 Record Date and Closing Stock Books

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

ARTICLE IX

CORPORATE RECORDS, REPORTS AND SEAL

Section 9.01 Minutes of Corporate Meetings

The corporation shall keep at the principal executive office, or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and of its shareholders or members, with the time and place of holding, whether regular or special, and, if special, how authorized, and notice thereof given, the names of those present at directors’ meetings, the number of shares or members present or represented at shareholders’ or members’ meetings, and the proceedings thereof.

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Section 9.02 Books of Account

The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus, surplus arising from reduction of stated capital, shall be classified according to source and shown in a separate account.

Section 9.03 Share Register

The corporation shall keep at the principal executive office, or at the office of the transfer agent, a share register showing the names of the shareholders, their addresses, the number of classes of shares held by each, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment, provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form for the purposes of inspection as provided in Section 9.04 of these Bylaws.

Section 9.04 Inspection of Records

(a)            A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)            Inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation; or

(ii)           Obtain from the transfer agent, if any, for the corporation, upon five business days’ prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

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(b)           The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder’s interest as a shareholder or holder of a voting trust certificate.

(c)           The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as a holder of such voting trust certificate.

(d)           Any inspection and copying under this Article may be made in person or by agent or attorney.

Section 9.05 Annual Report to Shareholders

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

Section 9.06 Financial Statements

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to each such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six- month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

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The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

Section 9.07 Corporate Seal

The Board of Directors may adopt, use and, at will, alter a corporate seal. The failure to affix the seal does not affect the validity of any instrument.

Section 9.08 Authorization to Represent Shares of Other Corporations

The chairman of the Board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

ARTICLE X

CERTIFICATION. INSPECTION AND AMENDMENT OF BYLAWS

Section 10.01 Certification and Inspection of Bylaws

The corporation shall keep in its principal executive office for the transaction of its business, the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the secretary of the corporation, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 10.02 Adoption, Amendment, Repeal of Bylaws by Shareholders

The Bylaws may be adopted, amended or repealed by the vote or the written assent of shareholders entitled to exercise the majority of the voting power of the corporation, except where a greater number is required by law, and provided that such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law.

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Section 10.03 Adoption, Amendment, Repeal of Bylaws by Directors

Notwithstanding the right of shareholders to adopt, amend or repeal Bylaws, the Bylaws may be adopted, amended or repealed by the Board of Directors, provided such Bylaws as adopted or amended are not in conflict with the Articles of Incorporation or with law, and provided that the Board of Directors may not adopt a Bylaw or Amendment thereof changing the authorized number of directors except as provided by these Bylaws.

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EX-3.26

AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER (this “Agreement”) is executed as of November 26, 1997 by and between VALLEY RADIOLOGISTIS MEDICAL GROUP, INC., a California corporation (the “Company”), and VALLEY IMAGING PARTNERS, INC., a California corporation (“APPI Sub”) which is a wholly owned subsidiary of American Physician Partners, Inc., a Delaware corporation (“APPI”).

RECITAL

This Agreement is being entered into pursuant to an Agreement and Plan of Reorganization and Merger dated as of June 27, 1997 by and among APPI, APPI Sub and the Company (the “Merger Plan”). The Merger Plan, all agreements or documents referred to therein, and this Agreement are intended to be construed together in order to effectuate their purposes.

The authorized capital stock of the Company consists of 100,000 shares of common stock (the “Company Common Stock”). The authorized capital of APPI Sub consists of one thousand (1,000) shares of common stock (the “APPI Sub Common Stock”). The authorized capital of APPI consists of 20,000,000 shares of common stock (the “APPI Common Stock”).

AGREEMENT

NOW, THEREFORE, in consideration of the preceding recitals and the mutual representations, warranties, covenants and agreements set forth herein and in the Merger Plan, the parties agree as follows:

1.           The Merger.

1.1            Merger of APPI Sub into the Company. At the Effective Time (as defined in Section 1.5 herein), APPI Sub shall be merged with and into the Company (the “Merger”) and thereafter the separate existence of APPI Sub shall cease. The Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and its separate corporate existence, with all its purposes, objects, rights, privileges, powers, and franchises shall continue unaffected and unimpaired by the Merger.

1.2            Effect of the Merger. The Surviving Corporation shall succeed to all of the rights, privileges, powers and franchises of APPI Sub, and all of the debts, chooses in action and other interests due or belonging to APPI Sub, all as more fully set forth in Section 1107 of the California General Corporation Law (the “California Law”).

1.3            Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of APPI Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or to otherwise carry out this Agreement, the officers and directors of Surviving Corporation shall and will be authorized to execute and deliver, in the name of and on behalf of the Company and APPI Sub or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of the Surviving Corporation or otherwise carry out this Agreement.

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1.4            Articles of Incorporation. On and after the consummation of the Merger, the Articles of Incorporation of the Company shall be amended and restated as set forth in Exhibit “A” attached hereto and incorporated herein by this reference.

1.5            Bylaws. On and after the consummation of the Merger, the Bylaws of APPI Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, until amended as provided therein or under the California Law.

1.6            Effective Time. If this Agreement is duly adopted by the shareholders of the Company and APPI Sub in accordance with the California Law and the respective Articles of Incorporation and Bylaws of the Company and APPI Sub, is not terminated under Section 3.1 hereof, this Agreement shall be filed under the California Law. In accordance with Section 1103 of the California Law, the Merger shall become effective at the time and date on which this Agreement is so filed under the California Law.

2.           Conversion of Securities.

2.1            Conversion of the Company Common Stock. The manner of converting shares of the Company Common Stock in the Merger shall be as follows:

   (a)           As a result of the Merger and without any action on the part of the holder thereof, all shares of the Company Common Stock issued and outstanding at the Effective Time (excluding shares held by APPI pursuant to Section 2.1(c) hereof) shall cease to be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates representing any such shares of the Company CommonStock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest (i) $4.00 cash for each share of Company Stock and (ii) 34.6467 shares of validly issued, fully paid and nonassessable shares of APPI Common Stock for each share of Company Common Stock (the “Merger Consideration”).

   (b)           Each Company Right (as defined below) outstanding at the Effective Time shall be terminated and cancelled in accordance with the terms therof, without payment of any consideration therefor, and shall cease to exist. For purposes of this Agreement, the term “Company Right” shall mean all arrangements, calls, commitments, agreements, options, rights to subscribe to, scrips, understandings, warrants, or other binding obligations of any character whatsoever relating to or securities or rights convertible into or exchangeable for, shares of the Company Common Stock, or by which the Company is or may be bound to issue additional shares of the Company Common Stock or other Company Rights.

   (c)           Each share of APPI Sub Common Stock issued and outstanding at the Effective Time shall be converted to one share of the Company Common Stock.

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2.2            Exchange of Certificates Representing Shares of the Company Common Stock.

   (a)           At or after the Effective Time and at the Closing (as defined in the Merger Plan) (i) each of the shareholders of the Company (the “Company Shareholders”), as holders of a certificate or certificates representing shares of the Company Common Stock, shall upon surrender of each certificate or certificates receive his or her share of the Merger Consideration and (ii) until each certificate or certificates representing the Company Common Stock have been surrendered by the shareholder, the certificates for the Company Common Stock shall, for all purpose, represent solely the right to receive his or her share of the Merger Consideration. At the Effective Time, each share of the Company Common Stock converted into Merger Consideration shall by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be cancelled and returned and all shares of APPI Common Stock issuable to the Company Shareholders in the Merger as part of the Merger Consideration shall be deemed for all purposes to have been issued by APPI at the Effective Time.

   (b)           Each Company Shareholder shall deliver to APPI at the Closing the certificates representing the Company Common Stock owned by him or her, duty endorsed in blank by the Company Shareholder, or accompanied by duly executed stock powers in blank, and with all necessary transfer tax and other revenue stamps, acquired at the Company Shareholders’ expense, affixed and cancelled. Each Company Shareholder agrees to cure any deficiencies with respect to the endorsement of the certificates or other documents of conveyance with respect to such Company Common Stock or with respect to the stock powers accompanying any Company Common Stock, Upon such delivery, each Company Shareholder shall receive in exchange therefor his or her share of the Merger Consideration.

2.3            Fractional Shares. Notwithstanding any other provision herein, no fractional shares of APPI Common Stock will be issued and any Company Shareholder otherwise entitled to receive a fractional share of APPI Common Stock as part of the Merger Consideration hereunder shall receive a cash payment in lieu thereof reflecting such Company Shareholder’s proportionate interest in a share of APPI Common Stock multiplied by the Initial Public Offering Price (as defined in the Merger Plan).

2.4            Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, the Company Common Stock with respect to which a proper demand has been made in accordance with Section 1301 of the California Law shall not be converted into the right to receive Merger Consideration as provided in Section 2.1 and 2.3 hereof, unless (i) such shares shall not become “dissenting shares” pursuant to Section 1300(b) of the California Law, or (ii) the holder thereof shall have lost his or her status as a “dissenting shareholder” pursuant to Section 1309 of the California Law. Each holder of dissenting shares who becomes entitled to payment therefor pursuant to the California Law shall receive payment from the Surviving Corporation in accordance with the California Law.

3.           Amendment and Termination.

3.1            Termination. Notwithstanding the approval and adoption of this Agreement by the shareholders of the Company and APPI Sub, this Agreement shall terminate forthwith in the event the Merger Plan shall be terminated as therein provided. In the event of the termination of this Agreement as provided above, this Agreement shall forthwith become void and there shall be no liability on the part of the parties hereto except as otherwise provided in the Merger Plan.

3.2            Amendment. This Agreement shall not be amended except pursuant to an amendment to the Merger Plan approved in the manner therein provided. If any such amendment to the Merger Plan is so approved, any amendment to this Agreement required by such amendment to the Merger Plan shall be effected by the parties hereto by action taken by their respective Boards of Directors.

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4.           Miscellaneous.

4.1            Counterparts; Delivery. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of this Agreement may be made by facsimile transmission of a signed counterpart copy.

4.2            Choice of Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the substantive laws (but not the rules governing conflicts of laws) of the State of California.

[Signature Page to Agreement of Merger Follows]

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[Signature Page to Agreement of Merger]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

“Company”
VALLEY RADIOLOGISTS MEDICAL GROUP, INC., a California corporation
By:	/s/ Richard J. Silberstein
Name:	Richard J. Silberstein, M.D.
Title:	President
By:	/s/ Michael G. Myers
Name:	Michael G. Myers, M.D.
Title:	Secretary
“APPI SUB”
VALLEY IMAGING PARTNERS, INC., a California corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President
By:	/s/ Paul M. Jolas
	Paul M. Jolas, Secretary

EXHIBIT “A”

AMENDED AND RESTATED ARTICLES OF INCORPORATION

ONE: The name of the Corporation is VALLEY IMAGING PARTNERS, INC.

TWO: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE: The Corporation is authorized to issue one thousand (1,000) shares of Common Stock of one class.

FOUR: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

FIVE: The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with the agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation and its shareholders.

CERTIFICATE OF APPROVAL

OF

AGREEMENT OF MERGER

OF

VALLEY IMAGING PARTNERS, INC.

Gregory L. Solomon and Paul M. Jolas certify that:

1.           They are the President and Secretary, respectively, of VALLEY IMAGING PARTNERS, INC., a California corporation (the “Corporation”).

2.           The Agreement of Merger dated November 26, 1997 to which this Certificate is attached (the “Agreement of Merger”) was duly approved by the Board of Directors and Shareholders of the Corporation and by its sole shareholder, AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation (“APPI”).

3.           The Shareholders’ approval was by holders of one hundred percent (100%) of the outstanding shares of the Corporation.

4.           There is only one class of shares and the number of shares outstanding and entitled to vote is one hundred (100).

[Signature Page to Certificate of Approval Follows]

[Signature Page to Certificate of Approval]

We further declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of our own knowledge. Executed at Dallas, Texas on November 26, 1997.

/s/ Gregory L. Solomon

Gregory L. Solomon, President

/s/ Paul M. Jolas

Paul M. Jolas, Secretary

OFFICERS’ CERTIFICATE OF MERGER

FOR

VALLEY RADIOLOGISTS MEDICAL GROUP, INC.

The undersigned, Richard J. Silberstein, M.D., and Michael G. Myers, M.D., do hereby certify that:

1.           They are now, and at all times herein mentioned were, the duly elected and qualified President and Secretary, respectively, of Valley Radiologists Medical Group, Inc., a professional corporation organized and existing under the laws of the State of California (the “Company”).

2.           On November 3, 1997 the principal terms of the Agreement of Merger in the form attached hereto were approved by the Company by a vote of a number of shares of each class which equaled or exceeded the vote required under the General Corporation Law of California.

3.           The total number of outstanding shares of each class of the Company entitled to vote on the merger was and is:

19,937.5 Shares capital stock (common)

4.           Each class of shares of the Company entitled to vote on the Agreement of Merger, the percentage vote required by each class, and the number and percentage of affirmative votes cast by each class is as follows:

	Percentage			Percentage
	Vote	Affirmative		Vote
Class	Required	Votes Cast		Obtained
Common	50% plus 1		17,937.5		89.97	%

We declare under penalty of perjury that the foregoing matters stated in this certificate are true of our own knowledge.

Executed at San Jose, California, on November 19, 1997.

/s/ Richard J. Silberstein

RICHARD J. SILBERSTEIN, M.D.

President

/s/ Michael G. Myers

MICHAEL G. MYERS, M.D.

Secretary

EX-3.27

 

BYLAWS

OF

VALLEY IMAGING PARTNERS, INC.

(a California corporation)

ARTICLE I - OFFICES

Section 1. The principal executive office of Valley Imaging Partners, Inc. (the “Corporation”) shall be at such place inside or outside the State of California as the Board of Directors may determine from time to time.

Section 2. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate, or as the business of the Corporation may require.

ARTICLE II - SHAREHOLDERS’ MEETINGS

Section 1, Annual Meetings. The annual meeting of the shareholders of the Corporation for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held at such place and at such time as may be fixed from time to time by the Board of Directors and stated in the notice of the meeting. If the annual meeting of the shareholders be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these Bylaws.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose whatsoever, unless otherwise prescribed by statute, may be called at any time by the Chairman of the Board, the President, or by the Board of Directors, or by one or more shareholders holding not less than ten percent (10%) of the voting power of the Corporation.

Section 3. Place. All meetings of the shareholders shall be at any place within or without the State of California designated by the Board of Directors or by written consent of all the persons entitled to vote thereat, given either before or after the meeting. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.

Section 4. Notice. Notice of meetings of the shareholders of the Corporation shall be given in writing to each shareholder entitled to vote, either personally or by first-class mail or other means of written communication, charges prepaid, addressed to the shareholder at his address appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. Notice of any such meeting of shareholders shall be sent to each shareholder entitled thereto not less than ten (10) nor more than sixty (60) days before the meeting. Said notice shall state the place, date and hour of the meeting and, (1) in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of annual meetings, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but subject to Section 601(f) of the California Corporations Code any proper matter may be presented at the meeting for shareholder action, and (3) in the case of any meeting at which directors are to be elected, the names of the nominees intended at the time of the mailing of the notice to be presented by management for election.

Section 5. Adjourned Meetings. Any shareholders’ meeting may be adjourned from time to time by the vote of the holders of a majority of the voting shares present at the meeting either in person or by proxy. Notice of any adjourned meeting need not be given unless a meeting is adjourned for forty-five (45) days or more from the date set for the original meeting.

Section 6. Quorum. The presence in person or by proxy of the persons entitled to vote a majority of the shares entitled to vote at any meeting constitutes a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but no other business may be transacted, except as provided above.

Section 7. Shareholder Action by Written Consent. Any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that (1) unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder approval without a meeting by less than unanimous written consent shall be given as required by the California Corporations Code, and (2) directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.

Any written consent may be revoked by a writing received by the Secretary of the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

Section 8. Waiver of Notice. The transactions of any meeting of shareholders, however called and noticed, and whenever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 9. Voting. The voting at all meetings of shareholders need not be by ballot, but any qualified shareholder before the voting begins may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting and the number of shares voted by such shareholder, and if such ballot be cast by a proxy, it shall also state the name of such proxy.

At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person, or by proxy appointed in a writing subscribed by such shareholder and bearing a date not more than eleven (11) months prior to said meeting, unless the writing states that it is irrevocable and is held by a person specified in Section 705(e) of the California Corporations Code, in which event it is irrevocable for the period specified in said writing and said Section 705(e).

Section 10. Record Dates. In the event the Board of Directors fixes a day for the determination of shareholders of record entitled to vote as provided in Section 1 of Article V of these Bylaws, then, subject to the provisions of the General Corporation Law of the State of California, only persons in whose name shares entitled to vote stand on the stock records of the Corporation at the close of business on such day shall be entitled to vote.

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If no record date is fixed:

The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held;

The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is given: and

The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days.

Section 11. Cumulative Voting for Election of Directors. Provided the candidate’s name has been placed in nomination prior to the voting and one or more shareholders has given notice at the meeting prior to the voting of the shareholder’s intent to cumulate the shareholder’s votes, every shareholder entitled to vote at any election for directors shall have the right to cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder shall think fit. The candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected.

ARTICLE III - BOARD OF DIRECTORS

Section 1. Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws and to any provision of the California Corporations Code requiring shareholder authorization or approval for a particular action, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by, or under the direction of, the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised, under the ultimate direction of the Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors that shall constitute the whole board shall be at least two (2) and no more than nine (9) and shall be fixed from time to time by resolution of the Board of Directors or the shareholders. The number of directors which shall initially constitute the whole Board of Directors shall be two (2) until changed within the limits specified above by a duly adopted resolution of the Board of Directors or shareholders. Directors need not be shareholders.

Directors shall hold office until the next annual meeting of shareholders and until their respective successors are elected if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Directors need not be shareholders.

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Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide for other regular meetings from time to time by resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, or the President or any Vice President, or the Secretary or any two (2) directors. Written notice of the time and place of all special meetings of the Board of Directors shall be delivered personally or by telephone or telegraph to each director at least forty-eight (48) hours before the meeting, or sent to each director by first-class mail, postage prepaid, at least four (4) days before the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting of the Board of Directors need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.

Section 5. Place of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of California, which has been designated in the notice, or if not stated in the notice or there is no notice, the principal executive office of the Corporation or as designated by the resolution duly adopted by the Board of Directors.

Section 6. Participation by Telephone. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum at all meetings. In the absence of a quorum a majority of the directors present may adjourn any meeting to another time and place. If a meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the reconvened meting to the directors who were not present at the time of adjournment.

Section 8. Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 10. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 11. Removal. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or who has been convicted of a felony.

The entire Board of Directors or any individual director may be removed from office without cause by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected.

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In the event an office of a director is so declared vacant or in case the Board or any one or more directors be so removed, new directors may be elected at the same meeting.

Section 12. Resignations. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 13. Vacancies. Except for a vacancy created by the removal of a director, all vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the shareholders. Vacancies created by the removal of a director may be filled only by approval of the shareholders. The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

Section 14. Compensation. No stated salary shall be paid directors, as such, for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 15. Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors in the management of the business and affairs of the Corporation, except with respect to (a) the approval of any action requiring shareholders’ approval or approval of the outstanding shares, (b) the filling of vacancies on the Board or any committee, (c) the fixing of compensation of directors for serving on the Board or a committee, (d) the adoption, amendment or repeal of Bylaws, (e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable, (f) a distribution to shareholders, except at a rate or in a periodic amount or within a price range determined by the Board, and (g) the appointment of other committees of the Board or the members thereof.

ARTICLE IV - OFFICERS

Section 1. Number and Term. The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary and a Chief Financial Officer, all of which shall be chosen by the Board of Directors. In addition, the Board of Directors may appoint such other officers as may be deemed expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and perform such duties as the Board of Directors may from time to time determine. The officers to be appointed by the Board of Directors shall be chosen annually at the regular meeting of the Board of Directors held after the annual meeting of shareholders and shall serve at the pleasure of the Board of Directors. If officers are not chosen at such meeting of the Board of Directors, they shall be chosen as soon thereafter as shall be convenient. Each officer shall hold office until his successor shall have been duly chosen or until his removal or resignation.

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Section 2. Inability to Act. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

Section 3. Removal and Resignation. Any officer chosen by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of all the members of the Board of Directors.

Any officer chosen by the Board of Directors may resign at any time by giving written notice of said resignation to the Corporation. Unless a different time is specified therein, such resignation shall be effective upon its receipt by the Chairman of the Board, the President, the Secretary or the Board of Directors.

Section 4. Vacancies. A vacancy in any office because of any cause may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board.

Section 6. President. The President shall be the Chief Executive Officer of the corporation unless such title is assigned to another officer of the corporation; in the absence of a Chairman and Vice Chairman of the Board, the President shall preside as the chairman of meetings of the shareholders and the Board of Directors; and the President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 7. Vice President. In the absence of the President, or in the event of such officer’s death, disability or refusal to act, the Vice President, or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their selection, or in the absence of such designation, then in the order of their selection, shall perform the duties of President, and when so acting, shall have all the powers and be subject to all restrictions upon the President. The Vice President shall have such powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors.

Section 8. Secretary. The Secretary shall see that notices for all meetings are given in accordance with the provisions of these Bylaws and as required by law, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to such office, or as are properly required by the President or by the Board of Directors.

The Assistant Secretary or the Assistant Secretaries, in the order of their seniority, shall, in the absence or disability of the Secretary, or in the event of such officer’s refusal to act, perform the duties and exercise the powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors.

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Section 9. Chief Financial Officer. The Chief Financial Officer may also be designated by the alternate title of “Treasurer.” The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the corporation. If required by the Board of Directors, the Chief Financial Officer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

The Assistant Treasurer or the Assistant Treasurers, in the order of their seniority, shall, in the absence or Chief Financial Officer, or in the event of such officer’s refusal to act, perform the duties and exercise the powers of the Chief Financial Officer, and shall have such powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors.

Section 10. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

Section 11. Officers Holding More Than One Office. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

Section 12. Approval of Loan to Officers. The Corporation may upon the approval of the Board of Directors alone, make loans or money or property to, or guarantee the obligations of, any officer of the Corporation or its parent or subsidiary, whether or not a director, or adopt an employee benefit plan or plans authorizing such loans or guaranties provided that (i) the Board of Directors determines that such a loan or guaranty or plan may reasonably be expected to benefit the Corporation, (ii) the Corporation has outstanding shares held of record by 100 or more persons (determined as provided in Section 605 of the California Corporations Code) on the date of approval by the Board of Directors, and (iii) the approval of the Board of Directors is by a vote sufficient without counting the vote of any interested director or directors.

ARTICLE V - MISCELLANEOUS

Section 1. Record Date and Closing of Stock Books. The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive payment of any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date so fixed shall not be more than sixty (60) nor less than ten (10) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of a period of not more than sixty (60) days prior to the date of a shareholders’ meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares.

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Section 2.Certificates. Certificates of stock shall be issued in numerical order and each shareholder shall be entitled to a certificate signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President, and the Chief Financial Officer or the Secretary or an Assistant Secretary, certifying to the number of shares owned by such shareholder. Any or all of the signatures on the certificate may be facsimile. Prior to the due presentment for registration of transfer in the stock transfer book of the Corporation, the registered owner shall be treated as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except as expressly provided otherwise by the laws of the State of California.

Section 3. Representation of Shares in Other Corporations. Shares of other corporations standing in the name of this Corporation may be voted or represented and all incidents thereto may be exercised on behalf of the Corporation by the Chairman of the Board President or the Vice President and the Chief Financial Officer or the Secretary or an Assistant Secretary.

Section 4. Fiscal Year.  The fiscal year of the Corporation shall end on the 31st day of December.

Section 5. Annual Reports. The Annual Report to shareholders, described in the California Corporations Code, is expressly waived and dispensed with.

Section 6. Amendments. Bylaws may be adopted, amended, or repealed by the vote or the written consent of shareholders entitled to exercise a majority of the voting power of the Corporation. Subject to the right of shareholders to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, except that a Bylaw amendment thereof changing the authorized number of directors may be adopted by the Board of Directors only if these Bylaws permit an indefinite number of directors and the Bylaw or amendment thereof adopted by the Board of Directors changes the authorized number of directors within the limits specified in these Bylaws.

Section 7. Indemnification of Corporate Agents. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the California Corporations Code and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Section 317 of the California Corporations Code. The terms “agent,” “proceeding” and “expenses” made in this Section 7 shall have the same meaning as such terms in said Section 317.

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SECRETARY’S CERTIFICATE

I, Paul M. Jolas, Secretary of Valley Imaging Partners, Inc. (the “Corporation”), a California corporation, do hereby certify that the attached document is a true and complete copy of the Bylaws of the Corporation as in effect on the date hereof.

Dated:  9-24, 1997.

/s/ Paul M. Jolas

Paul M. Jolas,

Secretary

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AMENDMENT TO BYLAWS

OF

VALLEY IMAGING PARTNERS, INC.,

a California corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the shareholders (the “Shareholders”) and Board of Directors (the “Board”) of Valley Imaging Partners, Inc., a California corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article V, Section 6 of the Bylaws of the Corporation, the Shareholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 2 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 2. Number, Tenure and Qualification. The number of directors that shall constitute the whole board shall be one (1) and shall be fixed from time to time by resolution of the Board of Directors or the shareholders. Directors need not be shareholders.

Directors shall hold office until the next annual meeting of shareholders and until their respective successors are elected if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Directors need not be shareholders.”

CERTIFICATE OF SECRETARY

OF

VALLEY IMAGING PARTNERS, INC.,

a California corporation

I, the undersigned, do hereby certify that:

1.            I am the duly elected and acting Secretary of Valley Imaging Partners, Inc., a California corporation (the “Corporation”); and

2.           The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Shareholders and Board of Directors, pursuant to actions by written consent, each dated as of March 31, 2010.

IN WITNESS WHEREOF , I have  executed this Certificate on this 5th day of April, 2010.

/s/ Jefferey L. Linden

Jefferey L. Linden, Secretary

 

EX-3.28

STATE OF DELWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 09/19/1997

971314807 - 2798393

CERTIFICATE OFINCORPORATION

OF

ADVANCED IMAGING PARTNERS, INC.

ARTICLE I

The name of this Corporation shall be: Advanced Imaging Partners, Inc.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware, 19901, and the name of the registered agent at that address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of Delaware.

ARTICLE IV

The Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is one thousand (l,000) and each such share shall have a par value of $0.001 per share.

ARTICLE V

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.

ARTICLE VII

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his or her duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.

ARTICLE IX

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person orpersons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereunder), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified.

ARTICLE X

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

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ARTICLE XII

The name and mailing address of the incorporator of the Corporation is:

Jonathan F. Atzen, Esq.

Brobeck, Phleger & Harrison LLP

4675 MacArthur Court, Suite 1000

Newport Beach, California 92660

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, andaccordingly has hereunto set his hand this 19th day of September, 1997.

/s/ Jonathan F. Atzen

Jonathan F. Atzen,

Incorporator

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State of Delaware - Division of Corporations

FAX DOCUMENT FILING SHEET

¨	¨	¨	¨	¨	■	¨
Priority l (One hr)	Priority 2 (Two Hr.)	Priority 3 (Same Day)	Priority 4 (24 Hour)	Priority 5 (Must Approval)	Priority 6 (Reg. Approval)	Priority 7 (Reg. Work)

DATE SUBMITTED	06/01/2004
REQUESTOR NAME	Corporation Service Company	FILE DATE 06/01/2004
ADDRESS	2711 Centerville Road, Suite 400	FILE TIME _______________
	Wilmington, DE 19808
ATTN.	Micki Shilling
PHONE	(302)  636-5401 ext.  3146

NAME of COMPANY/ENTITY Advanced Imaging Partners, Inc.           

040406255	2798393	9000014
SRV NUMBER	FILE NUMBER	FILER’S NUMBER	RESERVATION NO.

TYPE OF DOCUMENT  COA DOCUMENT CODE 0133

CHANGE of NAME ___________ CHANGE of AGENT/OFFICE        x        CHANGE OF STOCK _________

CORPORATIONS		METHOD of RETURN
FRANCHISE TAX      YEAR_____	$ _________	________ MESSENGER/PICKUP
FILING FEE TAX	$ _________	________ FED. EXPRESS Acct# ________
RECEIVING & INDEXING	$ _________	________ REGULAR MAIL
CERTIFIED COPIES    NO. ____	$ _________	________ FAX No.  __________
SPECIAL SERVICES	$ _________	________ OTHER ____________
KENT COUNTY RECORDER	$ _________
NEW CASTLE COUNTY RECORDER	$ _________	COMMENTS/FILING INSTRUCTIONS
SUSSEX COUNTY RECORDER	$ _________
TOTAL	$ _________

CREDIT CARD CHARGES
You have my authorization to charge my credit card for this service:
___________-___________-___________-___________	Exp. Date ___________________
Signature	Printed Name

AGENT USE ONLY	INSTRUCTIONS
	1.	Fully shade in the required Priority square using a dark pencil or marker, staying within the square.
	2.	Each request must be submitted as a separate Item, with its own Filling sheet as the FIRST PAGE.

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

ADVANCED IMAGING PARTNERS, INC.

It is hereby certified that:

1.     The name of the corporation (hereinafter called the “corporation”) is:

ADVANCED IMAGING PARTNERS, INC.

2.     The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.     The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.     The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 25, 2004.

Signature:	Michael L. Silhol
Name: Michael L. Silhol
Title: Senior Vice President and Secretary

State of Delaware
Secretary of State
Division of Corporations	DE BC D-:COA CERTIFICATE OF CHANGE 09/00 (#163)
Delivered 04:02 PM 06/01/2004
FILED 03:34 PM 06/01/2004
SRV 040406255 - 2798393 FILE

 

EX-3.29

BYLAWS

OF

ADVANCED IMAGING PARTNERS, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be at the office of National Registered Agents, Inc, 9 East Loockerman Street, Dover, Delaware.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may on an annual basis determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power

Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

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(a)  the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)  the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)  the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d) a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary, To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article II. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

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ARTICLE III

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number; Election; Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders, provided that the number of directors which shall initially constitute the whole Board of Directors shall be two (2). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mail or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

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ARTICLE IV

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

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Section 7. President. The President shall be the Chief Executive Officer of the corporation unless such title is assigned to another officer of the corporation; in the absence of a Chairman and Vice Chairman of the Board, the President shall preside as the chairman of meetings of the stockholders and the Board of Directors; and the President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 8. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be subject. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE VI

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Loans. The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

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Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE IX

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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CERTIFICATE OF SECRETARY

The undersigned certifies:

(1)           That the undersigned is the duly elected and acting Secretary of Advanced Imaging Partners, Inc., a Delaware corporation (the “Corporation”); and

(2)           That the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Action by Written Consent in Lieu of the Organizational Meeting by the Board of Directors of Advanced Imaging Partners, Inc., dated the 20th day of September, 1997.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation as of this 20th day of September, 1997.

/s/ Paul M. Jolas

Secretary

[SEAL]

11

 

EX-3.30

STATE OF DELWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 01/07/1998

981007537 - 2842537

CERTIFICATE OF INCORPORATION

OF

COMMUNITY IMAGING PARTNERS, INC.

ARTICLE I

The name of this Corporation shall be: COMMUNITY IMAGING PARTNERS, INC.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901, County of Kent, and the name of the registered agent at that address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is one thousand (1,000) and each such share shall have a par value of $0.001 per share.

ARTICLE V

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of Corporation.

ARTICLE VII

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

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ARTICLE VIII

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his or her duty of loyalty to the Corporation or its Stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.

ARTICLE IX

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as ineffect from time to time hereunder), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified.

ARTICLE X

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE XII

The name and mailing address of the incorporator of the Corporation is Kate Lane, 2030 Main Street, Suite 1040, Irvine, California 92614.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set her hand this 6th day of January, 1998.

/s/ Kate Lane

Kate Lane, Incorporator

2

State of Delaware - Division of Corporations

FAX DOCUMENT FILING SHEET

¨	¨	¨	¨	¨	■	¨
Priority l (One hr)	Priority 2 (Two Hr.)	Priority 3 (Same Day)	Priority 4 (24 Hour)	Priority 5 (Must Approval)	Priority 6 (Reg. Approval)	Priority 7 (Reg. Work)

DATE SUBMITTED	06/01/2004
REQUESTOR NAME	Corporation Service Company	FILE DATE 06/01/2004
ADDRESS	2711 Centerville Road, Suite 400	FILE TIME _______________
	Wilmington, DE 19808
ATTN.	Micki Shilling
PHONE	(302)  636-5401 ext.  3146

NAME of COMPANY/ENTITY Community Imaging Partners, Inc          

040406292	2842537	9000014
SRV NUMBER	FILE NUMBER	FILER’S NUMBER	RESERVATION NO.

TYPE OF DOCUMENT      COA DOCUMENT CODE 0133

CHANGE of NAME ___________ CHANGE of AGENT/OFFICE x     CHANGE OF STOCK _________

CORPORATIONS		METHOD of RETURN
FRANCHISE TAX      YEAR_____	$ _________	________ MESSENGER/PICKUP
FILING FEE TAX	$ _________	________ FED. EXPRESS Acct. # ________
RECEIVING & INDEXING	$ _________	________ REGULAR MAIL
CERTIFIED COPIES    NO. ____	$ _________	________ FAX No. ______________
SPECIAL SERVICES	$ _________	________ OTHER ________________
KENT COUNTY RECORDER	$ _________
NEW CASTLE COUNTY RECORDER	$ _________	COMMENTS/FILING INSTRUCTIONS
SUSSEX COUNTY RECORDER	$ _________
TOTAL	$ _________

CREDIT CARD CHARGES
You have my authorization to charge my credit card for this service:
____________-___________-___________-___________	Exp. Date _______________
Signature	Printed Name

AGENT USE ONLY	INSTRUCTIONS
	1.	Fully shade in the required Priority  square using a dark pencil or marker, staying within the square.
	2.	Each request must be submitted as a separate Item, with Its own Filling sheet as the FIRST PAGE.

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
 

AND OF REGISTERED AGENT
 

OF

COMMUNITY IMAGING PARTNERS, INC.
  

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “corporation”) is:

COMMUNITY IMAGING PARTNERS, INC.

2.    The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.    The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.    The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 25, 2004.

Signature:	Michael L. Silhol
Name: Michael L. Silhol
Title: Senior Vice President and
Secretary

State of Delaware
Secretary of State
Division of Corporations	DE BC D-: COA CERTIFICATE OF CHANGE 09/00 (#163)
Delivered 04:03 PM 06/01/2004
FILED 03:45 PM 06/01/2004
SRV 040406292 - 2842537 FILE

EX-3.31

BYLAWS

OF

COMMUNITY IMAGING PARTNERS, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be at the office of National Registered Agents, Inc. 9 East Loockerman Street, City of Dover, County of Kent, Delaware 19901.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may on an annual basis determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power

Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a)     the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)     the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)      the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d)      a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

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The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.   A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article II. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

ARTICLE III

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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Section 2. Number; Election: Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders provided that the number of directors shall be not less than two (2) nor more than five (5). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4.  Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mail or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

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Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority.   Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

 

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Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

ARTICLE IV

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE V

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, President, Secretary, Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify.   Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. Chief Executive Officer. The Chief Executive Officer shall be the Chief Executive Officer of the corporation unless such titles are assigned to a Chairman of the Board; and in the absence of a Chairman and Vice Chairman of the Board he shall preside as the chairman of meetings of the stockholders and the Board of Directors; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer, President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

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Section 8. President. In the absence of the Chief Executive Officer or in the event of his inability or refusal to act, the President, or in his absence or inability to act, a Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President and any Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. She shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chief Executive Officer, under whose supervision she shall be subject. She shall have custody of the corporate seal of the corporation and she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by her signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE VI

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the Chief Executive Officer, President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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Section 5. Loans. The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

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Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE IX

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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CERTIFICATE OF SECRETARY

The undersigned certifies:

(1)        That the undersigned is the duly elected and acting Secretary of COMMUNITY IMAGING PARTNERS, INC., a Delaware corporation (the “Corporation”); and

(2)        That the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation as of this 7th day of January, 1998.

/s/ Paul M. Jolas

Secretary

[SEAL]

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EX-3.32

State of Delaware

Secretary of State

Division or Corporations

Delivered 04:09 PM 11/08/2007

FILED 04:09 PM 11/08/2007

SRV 071205834 - 4454640 FILE

STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

A STOCK CORPORATION

First: The name of this Corporation is DELAWARE IMAGING PARTNERS, INC.

Second: The address of its registered office in the State of Delaware is 40 E Division Street, Suite A in the City of Dover, County of Kent. The name of it's registered agent at such address is PARACORP INCORPORATED.

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The amount of the total stock of this corporation is authorized to issue is 100,000 shares with a par value of $0.0001 per share.

Fifth: The name and mailing address of the incorporator are as follows:

Name: Glenda Kay Hallett

Address: 40 East Division Street Suite A

Dover, DE 19901

COUNTY OF KENT

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 8th day of November, A.D. 2007.

By: /s/ Glenda Kay Hallett

Glenda Kay Hallett

EX-3.33

BYLAWS

OF

DELAWARE IMAGING PARNERS, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be at the office of Parasec, 40 E. Division St., City of Dover, County of Kent, Delaware 19901.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may on an annual basis determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meting, or, if not so specified, at the place where the meeting is to be held.   The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power

Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a)     the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)     the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)      the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d)     a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

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The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.   A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article II. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

ARTICLE III

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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Section 2. Number: Election: Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders provided that the number of directors shall be not less than two (2) nor more than five (5). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mail or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

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Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

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Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

ARTICLE IV

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE V

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, President, Secretary, Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify.   Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. Chief Executive Officer. The Chief Executive Officer shall be the Chief Executive Officer of the corporation unless such titles are assigned to a Chairman of the Board; and in the absence of a Chairman and Vice Chairman of the Board he shall preside as the chairman of meetings of the stockholders and the Board of Directors; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer, President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

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Section 8. President. In the absence of the Chief Executive Officer or in the event of his inability or refusal to act, the President, or in his absence or inability to act, a Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President and any Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. She shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chief Executive Officer, under whose supervision she shall be subject. She shall have custody of the corporate seal of the corporation and she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by her signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE VI

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the Chief Executive Officer, President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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Section 5. Loans. The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

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Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE IX

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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CERTIFICATE OF SECRETARY

The undersigned certifies:

(1)      That the undersigned is the duly elected and acting Secretary of DELAWARE IMAGING PARTNERS, INC., a Delaware corporation (the “Corporation”); and

(2)      That the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Board of Directors of the Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation as of this 9th day of November 2007.

/s/ Jeffrey L. Linden

Secretary

[SEAL]

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EX-3.34

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL PHYSICAL SYSTEMS, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:     The name of the corporation is:

INTERNATIONAL PHYSICAL SYSTEMS, INC.

SECOND:      The Registered Office of the corporation is to be located at 32 Loockerman Square, Suite L-100 in the City of Dover, in the County of Kent, in the State of Delaware. The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:      The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:     The total number of shares of stock which the corporation shall have authority to issue is Eleven Thousand (11,000). One Thousand (1,000) shares shall be designated the Common Stock and the par value of each such Common share shall be $0.01, amounting in the aggregate to Ten Dollars ($10.00). Ten Thousand (10,000) shares shall be designated the Preferred Stock and the par value of each such Preferred share shall be One Hundred Dollars ($100.00), amounting in the aggregate to One Million Dollars ($1,000,000).

FIFTH:     The original By-Laws of the corporation may be adopted by the sole incorporator named herein, or by the initial directors of the corporation. Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the corporation are expressly empowered to make, alter, amend or repeal By-Laws in the manner to be determined by the terms of the By-Laws of the corporation then in existence.

SIXTH:     The name and mailing address of the sole incorporator is:

Sheila A. Glancy

Neal Gerber & Eisenberg

208 South LaSalle Street

9th Floor

Chicago, Illinois 60604

SEVENTH:     The corporation shall have perpetual existence.

EIGHTH:     No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes as counted for such purposes, if:

(a) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or

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(b) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by the vote of the stockholders, or

(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders.

Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

The election of directors need not be by written ballot.

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NINTH:

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or pleas of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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(b) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

(c) Without limiting the generality of the provisions of paragraphs (a) and (b) of this Article NINTH, to the extent that any person referred to therein has been successful on the merits otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

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(d) Any indemnification under paragraphs (a) and (b) of this Article NINTH (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). such determination shall be made (i) by the Board of Directors by a majority vote of a quorum (as defined in the By-Laws of the corporation) consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

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(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this. Article NINTH shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, by-law, agreement, vote of stockholders of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(g) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article NINTH.

(h) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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TENTH:     Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them, and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this corporation.

ELEVENTH: To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

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IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby make this certificate, declaring that the facts herein stated are true, and accordingly has hereunto set her hand and seal this 13th day of March, 1990.

/s/ Sheila A. Glancy

Sheila A. Glancy, Incorporator

-9-

CERTIFICATE OF DESIGNATION

OF PREFERENCES, RIGHTS AND LIMITATIONS OF

INTERNATIONAL PHYSICAL SYSTEMS, INC.,

PURSUANT TO SECTION 151 OF THE GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE

The undersigned, Todd W. Skulte and Murray Glassberg do hereby certify:

That said Todd W. Skulte is, and at the times herein mentioned was, the duly elected and acting President of International Physical Systems, Inc., a Delaware corporation (the “Corporation”), and that said Murray Glassberg is, and at all times herein mentioned was, the duly elected and acting Secretary of the Corporation; and

That the Board of Directors of the Corporation has duly adopted the following resolutions:

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of 10,000 shares, $100 par value, issuable from time to time in one or more series;

WHEREAS, the Board of Directors of the Corporation is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them; and

WHEREAS, the Corporation has not issued any of such preferred stock and it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to the preferred stock as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of an initial series of preferred stock and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such initial series of preferred stock as follows:

1.     Designation:   The initial series of preferred stock shall consist of 10,000 shares designated and known as “Series A Convertible Preferred Stock” (hereinafter referred to as “Preferred Stock”). The Corporation may issue fractional shares of Preferred Stock.

2.      Voting.   The Corporation shall not, without the affirmative vote or written consent of the holders of at least two-thirds of the outstanding Preferred Stock, (i) authorize or create any additional class or series of stock ranking prior to or on a parity with the Preferred Stock as to dividends or the distribution of assets upon liquidation, or (ii) change any of the rights, privileges or preferences of the Preferred Stock. On any such matter, each holder of Preferred Stock share has one vote per share of Preferred Stock owned by such holder.

3.     Dividends.    The holders of Preferred Stock shall be entitled to receive, out of any funds legally available therefor and the Corporation shall pay, dividends at the fixed rate of 10% par annum, payable in quarterly installments on the 1st day of May, August, November and February of each year. Such dividends shall accrue from the date of issuance of the shares of Preferred Stock and shall be deemed to accrue from day to day whether or not earned or declared. Such dividends shall be payable before any dividends shall be paid, declared or set apart for any other class of stock, and shall be cumulative so that if for any dividend period such dividends are not paid or declared and set apart therefor, the deficiency shall be paid, in whole or in part (without interest), on the next succeeding dividend payment date on which the Corporation has any funds legally available therefor. Until any deficiency has been fully paid or declared and set apart for payment, no distribution, by dividend or otherwise, shall be paid on, declared or set apart for any other class of stock of the Corporation, directly or indirectly, by redemption or otherwise.

4.     Rights on Liquidation.   On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall receive, out of assets legally available therefor, an amount equal to $100 per share, plus accrued but unpaid dividends thereon (whether or not such dividends have been declared) to the date fixed for payment of such distributive amount, before any amount shall be paid to the holders of any other class of stock. In the event that the assets of the Company available for distribution to the holders of the Preferred Stock are insufficient to permit full payment to the holders of such shares as herein provided, then such assets shall be distributed ratably among the outstanding shares of Preferred Stock. In the event that the Corporation has additional assets available for distribution after payment to the holders of the Preferred Stock as herein provided, such assets shall be distributed to holders of Common Stock.

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5.     Conversion.

(a)     From and after the closing of the sale by the Corporation of shares of its common stock, $.01 par value (the “Common Stock”), in its initial public offering (the “IPO”), at the election of the holders thereof and upon compliance with the provisions of subparagraph (b) below as to the surrender thereof, each outstanding share of Preferred Stock may be converted into such number of fully paid and non- assessable shares of Common Stock of the Corporation, as shall equal the quotient of (i) $100 plus a sum equal to all accrued but unpaid dividends thereon to the Conversion Date (as defined herein), divided by the price at which shares of Common Stock are sold to the public in the IPO (as indicated on the cover page of the final prospectus relating thereto) (the “Conversion Ratio”). Such Conversion Ratio shall be subject to adjustment as hereinafter provided.

(b)     To convert any or all of his or her Preferred Stock into Common Stock, the holders shall surrender the certificate (s) for such Preferred Stock, duly endorsed or assigned, to the transfer agent for the Preferred Stock, accompanied by a written notice that the holder elects to convert such Preferred Stock, stating therein the name(s) in which the holder wishes the certificate(s) for shares of Common Stock to be issued. As soon as practicable after the surrender of such certificates (the “Conversion Date”), there shall be issued and delivered to such holder, or to the holder’s nominee(s), a certificate(s) for the number of shares of Common Stock to which the holder shall be entitled, together with cash in lieu of any fraction of a share as provided in subparagraph (f) below. Such conversion shall be deemed to have been made as of the Conversion Date, and after the Conversion Date the person(s) entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock.

(c)    The Conversion Ratio shall be subject to adjustment after the IPO only as follows:

(i)     Should the Corporation at any time subdivide the outstanding Common Stock, or issue Common Stock as a dividend on the Common Stock, the Conversion Ratio shall be proportionately adjusted, so that the number of shares of Common Stock issuable upon conversion of Preferred Stock will be proportionately increased.

(ii)    In the event that the outstanding Common Stock shall be converted or combined into a smaller number of shares, the Conversion Ratio shall be proportionately adjusted so that the number of shares of common stock issuable upon conversion of Preferred Stock is proportionately decreased.

3

(iii)    In case of any reclassification or change of outstanding shares of Common Stock into shares of stock and/or other securities and/or other property or in case of any consolidation or merger of the Corporation with or into another corporation, or in case of any sale or conveyance to another corporation of all or substantially all of the property of the Corporation, the holder of each share of Preferred Stock then outstanding shall have the right thereafter, so long as his or her conversion right hereunder shall exist, to convert such share into the kind and amount of shares of stock and/or other securities and/or other property receivable upon such reclassification, change, consolidation, merger, sale or conveyance, by a holder of the number of shares of common stock (whether whole or fractional) of the corporation into which such Preferred Stock might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, and shall have no other conversion rights under these provisions; provided, that effective provision shall be made, in the Certificate of Incorporation (or other similar document) of the resulting or surviving corporation or otherwise, so that the provisions set forth herein for the protection of the conversion rights of the Preferred Stock shall thereafter he applicable, as nearly as reasonably may be, to any such other shares of stock and/or other securities and/or other property deliverable upon conversion of the Preferred Stock thereof; and provided, further, that any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon the exercise of the conversion privilege, such shares, securities, or property as the holders of the Preferred Stock remaining outstanding, or other convertible Preferred Stock received by the holders in place hereof, shall be entitled to receive pursuant to the provisions hereof, and to make provision for the protection of the conversion rights as above provided. In case stock, securities, or property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all reference in this paragraph shall be deemed to apply, so far as appropriate and as nearly as may be, to such other stock, securities, or property.

(iv)    Any Conversion Ratio determined or adjusted as herein provided shall remain in effect until further adjustment as required herein. Upon each adjustment of the Conversion Ratio, a written instrument signed by an officer of the Corporation setting forth such adjustment and the computation and a summary of the facts upon which it is based and the resolutions, if any, of the Board of Directors passed in connection therewith shall forthwith be filed with the Transfer Agent(s) for the Preferred Stock and any adjustment so evidenced, made in good faith, shall be binding upon all shareholders an upon the Corporation.

4

(d)     Any Preferred Stock which at any time has been converted shall be forthwith permanently retire and cancelled and shall in no circumstances be reissued and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce the authorized Preferred Stock accordingly.

(e)     The corporation shall at all times reserve and keep available out of its authorized Common Stock, solely for issuance upon the conversion of Preferred Stock as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Preferred Stock at the time outstanding.

(f)     Upon any conversion, fractional shares shall not be issued but any fractions shall be adjusted in cash on the basis of the Fair Market Value (as defined herein) of the Common Stock unless the Board of Directors shall determine to adjust them by the issue of fractional script certificates or in some other manner; “Fair Market Value” shall mean, with respect to the Common stock, either (i) if the Common Stock is traded on the New York Stock Exchange (the “NYSE”) or another national securities exchange, or admitted to unlisted trading privileges on any of such exchanges, the average of the average of the opening and closing sale prices for a share of Common Stock on the NYSE or other national securities exchange on each of the five (5) trading days immediately preceding the Conversion Date (for purposes of this clause (i), the NYSE shall be the first stock exchange of reference and, if shares of Common Stock are not traded thereon, the stock exchange of reference shall be such stock exchange as is determined by the Board of Directors; or (ii) if the Common Stock is not listed on the NYSE or other national securities exchange or admitted to unlisted trading privileges thereon, then (A) in the event that the Common Stock is not designated as “National Market Securities,” the average of the average of the highest bid and lowest ask prices for a share of Common Stock as quoted on the National Association of Securities Dealers Automated Quotations System (the “NASDAQ”) for each of the five (5) trading days immediately preceding the Conversion Date, or (B) in the event that the Common Stock is designated as “National Market Securities,” the average of the average of the first and last reported sale price for a share of Common Stock as quoted on the NASDAQ for each of the five (5) trading days immediately preceding the Conversion Date. Upon any conversion, no adjustment shall be made for dividends on the Preferred Stock surrendered for conversion or on the shares of Common Stock delivered. The Corporation shall pay all issue taxes, if any, incurred in respect of the issue of shares of Common Stock on conversion, provided, however, that the Corporation shall not be required to pay any transfer or other taxes incurred by reason of the issuance of such shares of Common Stock in names other than those in which the Preferred Stock surrendered for conversion may stand.

5

(g)      The term “shares of Common Stock” as used in this paragraph (5) shall mean shares of the class designated as shares of Common Stock of the Corporation on the date the Preferred Stock are created or shares of any class or classes resulting from any reclassification or reclassifications thereof, the right of which to share in distributions of both earnings and assets is without limitation in the Certificate of Incorporation (or other similar document) of the Corporation as to any fixed amount or percentage and which are not subject to redemption; provided, that if at any time there shall be more than one such resulting class, the shares of each such class then issuable on conversion of the Preferred Stock shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

(h)      In case the Corporation shall propose at any time.

(i)     to pay any dividend on the Common Stock outstanding payable in Common Stock or to make any other distribution, other than cash dividends, to the holders of the Common Stock outstanding; or

(ii)     to offer for subscription to the holders of the Common Stock outstanding any additional shares of any class or any other rights or option; or

(iii)     to effect any reclassification or recapitalization of the Common Stock outstanding involving a change in the Common Stock, other than a subdivision or combination of the Common Stock outstanding; or

(iv)     to merge or consolidate with or into any other corporation, or to sell, lease or convey all or substantially all its property or business or to liquidate, dissolve or wind up; then, in each such case, the Corporation shall file with the Transfer Agent(s) for the Preferred Stock and shall mail to the holders of record of such shares at their last known post office addresses as shown by the Corporation’s records a statement, signed by an officer of the Corporation, with respect to the proposed action, such statement to be so filed and mailed at least twenty (20) days prior to the date of the taking of such action or the record date for holders of the Common Stock for the purposes thereof, whichever is earlier. If such statement relates to any proposed action referred to in clauses (iii) or (iv) of this subparagraph (h), it shall set forth such facts with respect thereto as shall reasonably be necessary to inform the Transfer Agent(s) for the Preferred Stock and the holders of such shares as to the effect of such action upon the conversion rights of such holders.

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6.     Redemption.

(a)     The Corporation may redeem the Preferred Stock, in whole or in part, at any time or from time to time, out of any funds legally available therefor, at a redemption price of $100 per share plus a sum equal to all accrued but unpaid dividends thereon to the date fixed for redemption. In the case of the redemption of less than all outstanding Preferred Stock, the Corporation shall redeem shares of Preferred Stock on a pro rata basis.

(b)     Not less than thirty (30) days prior to the date fixed for redemption, a notice specifying the time and place thereof shall be given by certified mail to the holders of record of Preferred Stock at their respective addresses as the same shall appear on the stock books of the Corporation, but no failure to mail such notice or defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to the holder to whom the corporation has failed to mail such notice or except as to the holder whose notice was defective. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice.

(c)     On the redemption date, each holder of Preferred Stock shall surrender (and endorse if so required by the Board of Directors) the certificates for the shares to be redeemed and the Corporation shall pay each holder the redemption price for such shares. On such redemption date (unless the Corporation shall default in payment of the redemption price), such holders shall cease to be stockholders of with respect to such shares.

RESOLVED, FURTHER, that the president or any vice president, and the secretary or any assistant secretary, of the corporation be and they hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

7

IN WITNESS WHEREOF, the undersigned have executed this certificate this 14th day of March, 1990.

/s/ Todd W. Skulte

Todd W. Skulte

/s/ Murray Glassberg

Murray Glassberg

8

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/03/1990

902765085 - 2224668

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL PHYSICAL SYSTEMS, INC.

****************

INTERNATIONAL PHYSICAL SYSTEMS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the Corporation, declared said amendments to be advisable and in the best interests of the Corporation and called for said amendments to be submitted to the holders of the outstanding shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”), for adoption thereof by written consent in accordance with Section 228(a) of the General Corporation Law of the State of Delaware. The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article Fourth thereof so that, as amended, said Article shall be and read as follows:

“FOURTH:

The total number of shares of capital stock which the Corporation shall have authority to issue is twenty-five million ten thousand (25,010,000), issuable as provided below:

SUBPART A:          Common Stock

Twenty million (20,000,000) shares shall be designated Common Stock and the par value of each such share of Common Stock shall be $0.01 per share. Each share of Common Stock of the Corporation with a par value of $0.01 per share issued and outstanding immediately prior to the time at which this amendment becomes effective is hereby changed into 2024.2915 fully paid and non-assessable shares of Common Stock (the aggregate resulting shares held by each stockholder to be rounded upward or downward to the next whole share) of the Corporation with a par value of $0.01 per share, which shares shall be included in the 20,000,000 shares of Common Stock herein authorized. The Common Stock shall be entitled to dividends when, as and if declared and paid to holders of the Common Stock, and upon liquidation, dissolution or winding-up of the Corporation, to share ratably in the assets of the Corporation available for distribution to the holders of the Common Stock. Except as otherwise provided herein or by law, the holders of the Common Stock shall be entitled to one vote per share.

SUBPART B: Series A Convertible Preferred Stock

Ten thousand (10,000) shares of capital stock shall be designated the “Series A Convertible Preferred Stock,” the par value of each such share of preferred stock shall be one hundred dollars ($100.00) and the Series A Convertible Preferred Stock shall have such preferences, rights, restrictions, limitations and other characteristics as set forth in the Certificate of Designation of Preferences, Rights and Limitations, of International Physical systems, Inc., pursuant to section 151 of the General Corporation Law of the State of Delaware, adopted by the Corporation’s Board of Directors on March 14, 1990. Such Series A Convertible Preferred Stock shall constitute all of the preferred stock of the Corporation authorized, issued and outstanding immediately prior to the date hereof.

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SUBPART C: Additional Series of Preferred Stock

The Board of Directors is hereby authorized, by resolution or resolutions, to establish additional series of preferred stock out of the remaining 5,000,000 authorized shares of capital stock which are not issued or allocated to any series of preferred stock. Each such share will have a par value of $0.01 per share. Before any shares of any such additional series are issued, the Board of Directors shall fix and determine, and is hereby expressly empowered to fix and determine, by resolution or resolutions, the distinguishing characteristics and the relative rights, preferences, privileges and immunities of the shares thereof, so far as not inconsistent with the provisions of this Article Fourth. Without limiting the generality of the foregoing, the Board of Directors may fix and determine:

1.         The designation of such series, and the number of shares which shall constitute such series;

2.         The rate of dividend, if any, payable on shares of such series;

3.         Whether the shares of such series shall be cumulative, noncumulative or partially cumulative as to dividends, and the dates from which any cumulative dividends are to accumulate;

4.         Whether the shares of such series may be redeemed, and if so, the price or prices at which and the terms and conditions on which shares of such series may be redeemed;

5.         The amount payable for shares of such series in the event of the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation;

6.         The sinking fund provisions, if any, for the redemption of shares of such series;

7.         The voting rights, if any, of the shares of such series;

8.         The terms and conditions, if any, upon which shares of such series may be converted into shares of capital stock of the Corporation of any other class or series;

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9.         Whether the shares of such series are to be preferred over shares of capital stock of the Corporation of any other class or series as to dividends, or upon the voluntary or involuntary dissolution, liquidation, or winding up of the affairs of the Corporation, or otherwise; and

10.       Any other characteristics, preferences, limitations, rights, privileges, immunities or terms not inconsistent with the provisions of this Article Fourth.”

SECOND: That in lieu of a meeting and vote of stockholders, the holders of the outstanding Common Stock (being the only class of capital stock issued and outstanding entitled to vote thereon) of the Corporation have given their written consent to said amendments in accordance with the provisions of Section 228 (a) of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, INTERNATIONAL PHYSICAL SYSTEMS, INC. has caused this Certificate of Amendment to be signed by Todd W. Skulte, its President, Treasurer and Assistant Secretary, and attested by Murray Glassberg, its Secretary, on this 20th day of September, 1990.

INTERNATIONAL PHYSICAL SYSTEMS, INC.
By:	/s/ Todd W. Skulte
	Todd W. Skulte
	President, Treasurer and
	Assistant Secretary

ATTESTED
By:	/s/ Murray Glassberg
	Murray Glassberg
	Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/07/1990

903415375 - 2224668

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL PHYSICAL SYSTEMS, INC.

****************

INTERNATIONAL PHYSICAL SYSTEMS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST:       That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted resolutions setting forth a proposed amendment to the certificate of Incorporation of the Corporation, declared said amendment to be advisable and in the best interests of the Corporation and called for said amendment to be submitted to the holders of the outstanding shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common stock”), for adoption thereof by written consent in accordance with Section 228(a) of the General Corporation Law of the State of Delaware. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article First thereof so that, as amended, said Article shall be and read as follows:

“FIRST:

The name of the corporation is:

IPS Health Care, Inc.”

SECOND:    That in lieu of a meeting and vote of stockholders, the holders of the outstanding Common Stock (being the only class of capital stock issued and outstanding entitled to vote thereon) of the Corporation have given their written consent to said amendment in accordance with the provisions of Section 228(a) of the General Corporation Law of the State of Delaware.

THIRD:        That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, INTERNATIONAL PHYSICAL SYSTEMS, INC. has caused this Certificate of Amendment to be signed by Todd W. Skulte, its President, and attested by Albert Rosen, its Secretary, on this 6th day of December, 1990.

INTERNATIONAL PHYSICAL SYSTEMS, INC.
By:	/s/ Todd W. Skulte
	Todd W. Skulte
	President

ATTESTED
By:	/s/ Albert Rosen
	Albert Rosen
	Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/30/1992

923075069 - 2224668

10/28/92

CERTIFICATE OF DESIGNATIONS

OF THE

SERIES B, C AND D CONVERTIBLE PREFERRED STOCK

($.01 Par Value)

OF

IPS HEALTH CARE, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY that the following resolution was duly adopted on October 23, 1993, at a duly convened meeting of the Board of Directors (the “Board”) of IPS Health Care, Inc., a Delaware corporation (the “Company”), at which a quorum was present and active throughout:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board by the provisions of the Certificate or Incorporation of the company (the “Certificate of Incorporation”), the issuance of three series of preferred stock, par value $.01 per share (the “Preferred Stock”), which shall consist of up to 1,845,000 of the 5,000,000 shares of Preferred Stock which the Company now has authority to issue, be, and the same hereby are, authorized, and the Board hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares of such three series (in addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Preferred Stock) as follows:

I.            DESIGNATION AND AMOUNT

The total number of shares of Preferred Stock which the Company shall issue hereunder is 1,845,000. These shares of Preferred Stock shall consist of:

(1) 700,000 shares designated as Series B Convertible Preferred Stock, $.01 par value per share;

(2) 725,000 shares designated as Series C Convertible Preferred Stock, $.01 par value per share; and

(3) 420,000 shares designated as Series D Convertible preferred Stock, $.01 par value per share.

II.           DIVIDENDS AND DISTRIBUTIONS

(a)           Series B.     (i)       Except as set forth in subparagraph II(a)(ii) below, holders of Series B Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, an annual cash dividend at a variable rate calculated to provide a yield on the aggregate liquidation preference of the Series B Convertible Preferred Stock equal to 1.5% per year above the rate (the “Prime Rate”) publicly announced from time to time by National Westminster Bank USA as its prime lending rate, payable in quarterly installments on January 15, April 15, July 15 and October 15, commencing January 15, 1993 (each a “Dividend Payment Date”). Dividends on the Series B Convertible Preferred Stock will be cumulative from the date of initial issuance of shares of Series B Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor leas than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a “Dividend Payment Record Date”). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series B Convertible Preferred Stock and any other Parity Preferred Stock (as defined in subparagraph III(b) below), all dividends declared upon shares of Series B Convertible Preferred Stock and Parity Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Series B Convertible Preferred Stock and such other Parity Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series B Convertible Preferred Stock and such other Parity Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series B Convertible Preferred Stock shall have been paid, dividends (other than in Common Stock (as defined in paragraph III below), other stock ranking junior to the Series B Convertible Preferred Stock and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or on any other stock of the Company ranking junior to or on a parity with the Series B Convertible Preferred Stock as to dividends, nor may any Common Stock or any other stock of the Company ranking junior to or on a parity with the Series B Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except by conversion into or exchange for stock of the Company ranking junior to the Series B Convertible Preferred Stock as to dividends). Dividends shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest.

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(ii)       in addition to any other right to dividends hereunder, if at the close of business on October 15, 1993 any share of Series B Convertible Preferred Stock remains outstanding:

(A)     the yield used to compute the annual cash dividend as provided in subparagraph II(a)(i) shall, from and after October 16, 1993, be increased to 7.0% per year above the Primo Rate; and

(B)     on October 16, 1993 the Company shall declare and pay to the holders of the Series B Convertible Preferred Stock, as a special dividend, pro rata based on the number of shares held by each holder, an aggregate number of shares of Common Stock having a Current Market Price (as defined in subparagraph IV(d)(vi) below) at that date of $210,000.

(b)          Series C.       (i)    Except as set forth in subparagraph II(b)(ii) below, holders of Series C Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, an annual cash dividend of $.13 per share, payable in quarterly installments on January 15, April 15, July 15 and October 15 commencing January 15, 1993 (each a “Dividend Payment Date”). Dividends on the Series C Convertible preferred Stock will be cumulative from the date of initial issuance of shares of Series C Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a “Dividend Payment Record Data”). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series C Convertible Preferred Stock and any other Parity Preferred Stock (as defined in subparagraph III(b) below), all dividends declared upon shares of Series C Convertible Preferred Stock and Parity Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Series C Convertible Preferred Stock and such other Parity Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series C Convertible Preferred Stock and such other Parity Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series C Convertible Preferred Stock shall have been paid, dividends (other than in Common Stock, other stock ranking junior to the Series C Convertible Preferred Stock and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or on any other stock of the Company ranking junior to or on a parity with the Series C Convertible Preferred Stock as to dividends, nor may any Common Stock or any other stock of the Company ranking junior to or on a parity with the Series C Convertible Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except by conversion into or exchange for stock of the Company ranking junior to the Series C Convertible Preferred Stock as to dividends). Dividends payable for any partial dividend period shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest.

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(ii)       In addition to any other right to dividends hereunder, if at the close of business on the Series C Adjustment Date (as defined in subparagraph II(b)(iii) below) any share of Series C Convertible Preferred Stock remains outstanding:

(A)     the annual cash dividend provided for in subparagraph II(b)(i) shall, from and after the Series C Adjustment Date, be increased to $.20 per share; and

(B)     on the Series C Adjustment Date, the Company shall declare and pay to the holders of the Series C Convertible Preferred Stock, as a special dividend, pro rata based on number of shares held by each holder, an aggregate number of Shares of Common Stock, having a Current Market Price at that date of $240,000.

(iii)      For purposes of this resolution, the “Series C Adjustment Date” shall be the first to occur of (A) October 15, 1993 or such later date by which the aggregate net proceeds from the offering and sale of equity securities issued and sold after the date of this resolution by the Company (other than the Preferred Stock provided for in this resolution) in public offerings or private placements, exceeds $1,500,000 or (B) April 15, 1994.

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(c)           Series D. (i) Except as set forth in subparagraph II(c)(ii) below, holders of Series D  Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the company legally available therefor, an annual cash dividend of $.10 per share, payable in quarterly installments on January 15, April 15, July 15 and October 15, commencing January 15, 1993 (each a “Dividend Payment Date”). Dividends on the Series D  Convertible Preferred Stock will be cumulative from the date of initial issuance of shares of Series D Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a “Dividend Payment Record Date”). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series D  Convertible Preferred Stock and any other Parity Preferred Stock, all dividends declared upon chares of Series D  Convertible Preferred Stock and Parity Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared par share on the Series D Convertible Preferred Stock and such other Parity Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series D  Convertible Preferred Stock and such other Parity Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series D  Convertible Preferred Stock shall have been paid, dividends (other than in Common Stock (as defined in paragraph III below), other stock ranking junior to the Series D  Convertible Preferred Stock and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common stock or on any other stock of the Company ranking junior to or on a parity with the Series D  Convertible Preferred Stock as to dividends, nor may any Common Stock or any other stock of the Company ranking junior to or on a parity with the Series D Convertible Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except for repurchases from employees and consultants and except by conversion into or exchange for stock of the Company ranking junior to the Series D  Convertible Preferred Stock as to dividends). Dividends payable for any partial dividend period shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest.

(ii)       In addition to any other right to dividends hereunder, if at the close of business on April 15, 1994 any share of Series D  Convertible Preferred Stock remains outstanding:

(A)     the annual cash dividend provided for in subparagraph II(c)(i) shall, from and after April 16, 1994, be increased to $.15 per share; and

(B)     on April 16, 1994 the Company shall declare and pay to the holders of the Series D  Convertible Preferred Stock, as a special dividend, pro rata based on that number of shares held by each holder, an aggregate number of Shares of Common Stock, having a Current Market Price (as defined in subparagraph IV(d)(vi) below) at that date of $140,000.

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III.          RANK

The shares of Series B, C and D Convertible Preferred Stock shall rank prior to the shares of the Company’s Common stock, par value $.01 per share (the “Common Stock”) and of any other class of stock of the Company ranking junior to the Series B, C and D Convertible Preferred Stock upon liquidation (“Junior Liquidation Stock”), so that in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series B, C and D Convertible Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any Junior Liquidation Stock, an amount equal to $1.00 per share (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid on the shares of Series B, C and D Convertible Preferred Stock, as the case may be, to the date of final distribution. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of shares of Series B, C and D Convertible Preferred Stock shall be insufficient to pay in full the preferential amount described in the preceding sentence, then such assets, or the proceeds thereof, shall be distributable among the holders of the Series B, C and D Convertible Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if ell amounts payable thereon were paid in full. After payment of the full amount of the Liquidation Preference and accumulated dividends to which holders of shares of Series B, C and D Convertible Preferred Stock are entitled, the holders of shares of Series B, C and D Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. For the purposes hereof, neither a consolidation or merger of the Company with or into any other corporation, nor a sale or transfer of all or any part of the Company’s assets for cash or securities, shall be Considered a liquidation, dissolution or winding up of the Company.

So long as any shares of Series B, C or D Convertible Preferred Stock remain outstanding;

(a)          No stock of any class or series of the Company shall rank prior to shares of the Series B, C and D Convertible Preferred Stock, either as to dividends or upon liquidation.

(b)          Shares or the Series B, C and D Convertible Preferred Stock shall rank equally, as to dividends and upon liquidation, and the holders of stock of each such series shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock. No stock of any class or series of that Company shall rank on a parity, as to dividends or upon liquidation, with shares of Series B, C or D Convertible Preferred Stock. The term “Parity Preferred Stock,” when used to refer to any of the Series B, C or D Convertible Preferred Stock, means the other two such series.

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IV.          CONVERSION

(a)          (i)         Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of Series B Convertible Preferred Stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Common Stock at the rate of 0.5 shares of Common Stock per share of Series B Convertible preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV(b) below; provided, however, that the right to convert shares of Series B Convertible Preferred Stock called for redemption pursuant to paragraph VII below shall terminate at the close of business on the date fixed for such redemption.

(ii)       Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of Series C Convertible Preferred Stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Series C Common Stock at the rate of 0.25 shares of Common Stock per share of Series D Convertible Preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV(b) below; provided, however, that the right to convert shares of Series B Convertible Preferred Stock called for redemption pursuant to paragraph VIII below shall terminate at the close of business on the date fixed for such redemption.

(iii)      Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of Series D  Convertible Preferred Stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Common Stock at the rate of 0.25 shares of Common Stock per share of Series D  Convertible Preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV(b) below; provided, however, that the right to convert shares of Series D  Convertible Preferred Stock called for redemption pursuant to paragraph VIII below shall terminate at the close of business on the date fixed for such redemption.

(b)          (i)         In order to exercise the conversion privilege, the holder of each share of Series B, C or D Convertible Preferred Stock to be converted shall surrender the certificate representing such share to the conversion agent for the Series B, C or D Convertible Preferred Stock designated for each purpose by written notice to the holders of such shares by the Company (which may be the Company itself), with the Notice of Election to Convert on the back of said certificate duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the share of Series B, C and D Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or his duly authorized attorney. If the Company fails to designate a conversion agent, the conversion agent shall be the company.

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(ii)       The holders of shares of Series B, C and D Convertible Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of the shares after the Dividend Payment Record Date or the Company’s default in payment of the dividend due on the Dividend Payment Date. The dividend with respect to a share of Series B, C and D Convertible Preferred Stock called for redemption on a date fixed for redemption between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall be payable on the Dividend Payment Date to the holder of the share of Series B, C and D Convertible Preferred Stock on the Dividend Payment Record Date notwithstanding the conversion of the share of Series B, C and D Convertible Preferred Stock after the Dividend Payment Record Date and prior to the Dividend Payment Date. The holders of shares of Series B, C and D Convertible Preferred Stock on a Dividend Payment Record Date who (or whose transferees) convert any of those shares on or after the corresponding Dividend Payment Date will receive the dividend payable by the Company on those shares of Series B, C and D Convertible Preferred Stock on the Dividend Payment Date. Except as provided above, neither the Company nor the holder shall make no payment or adjustment for accrued and unpaid dividends on shares of Series B, C and D Convertible Preferred Stock on conversion of those shares, or for dividends on the shares of Common Stock issued upon the conversion.

(iii)      As promptly as practicable after the surrender by a holder of the certificates for shares of Series B, C and D Convertible Preferred Stock in accordance with this subparagraph IV(b), and in any event within three New York Stock Exchange trading days after such surrender, the Company shall issue and shall deliver at the office of the conversion agent to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable upon the conversion of those shares in accordance with the provisions of this paragraph IV, and any fractional interest in respect of a share of Common Stock or other security arising upon the conversion shall be settled as provided in subparagraph IV(c) below.

(iv)      Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock or other securities represented by those certificates at such time on such date and such conversion shall be at the Conversion Rate in effect at such time on such date, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become ouch holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied. All chares of Common Stock delivered upon conversion or the Series B, C and D Convertible Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of Series B, C and D Convertible Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights of a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock or other securities, cash or other assets as herein provided.

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(c)          No fractional shares or securities representing fractional shares of Common Stock shall be issued upon conversion of Series B, C and D Convertible Preferred Stock. Any fractional interest in a share of Common Stock resulting from conversion of a share of Series B, C and D Convertible Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (As defined in subparagraph IV(d)(vi) below) of the Common Stock on the Trading Day (as defined in subparagraph IV(d)(vi) below) next preceding the day or conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon the conversion shall be computed on the basis of the aggregate Liquidation Preference of the shares of Series B, C and D Convertible Preferred Stock so surrendered.

(d)          (i)    For purposes of this resolution, the “Conversion Rate” shall be 0.50 shares of Common Stock per share of Series B Convertible Preferred Stock, 0.25 shares of Common Stock per share of Series C Convertible Preferred Stock, and 0.25 shares of Common Stock per share of Series D  Convertible Preferred Stock, subject in each case to adjustment as provided below.

(ii)   In case the Company shall offer and sell Common Stock, warrants or other equity securities, or units or other combinations of more than one equity security, in a public offering or private placement (including without limitation on a rights offering):

(A)  unless the holders of a majority of the outstanding shares of Series B Convertible Preferred Stock otherwise elect, if equity securities other than, or in addition to, Common Stock are offered, effective immediately upon the first sale pursuant to the offering the conversion privilege provided for in this resolution for the holder of the Series B Convertible Preferred Stock shall become a right to convert shares of the Series B Convertible Preferred Stock into the same class or classes of equity securities as are sold in the offering; and

(B)  the Conversion Rate for the Series B Convertible Preferred Stock shall be adjusted (but not so as to reduce the number of shares of Common Stock issuable on conversion of a share of Series B Convertible Preferred Stock) to an amount such that the product of the initial offering price per share of the Common Stock, warrants, other equity securities, units or other combinations or equity securities sold in the offering or placement (or the exercise price of the rights distributed to the Company’s stockholders in the case of a rights offering), multiplied by the number of such shares or other securities, units or other combinations then issuable upon conversion of a shares of Series B Convertible Preferred Stock in accordance with clause (A) above, equals the aggregate redemption price (including accrued unpaid dividends) then in effect for the Series B Convertible Preferred Stock.

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(iii)      In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such event shall be adjusted so that the holder of any share of Series B, C or D Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which be would have owned or have been entitled to receive after the happening of such event had the share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph IV(d)(iii) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in subparagraph IV(d)(ix) below, and shall become effective immediately after the effective date in the case of subdivision or combination. If any dividend or distribution is not paid or made, the Conversion Price then in effect shall be appropriately readjusted.

(iv)      In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the current Market Price (as defined in subparagraph IV(d)(vi) below) of the Common Stock at the record date for the determination of stockholders entitled to receive the rights or warrants, then, unless the adjustment provided for in subparagraph IV(d)(ii) above occurs, the Conversion Rate in effect immediately prior to the issuance of such rights or warrants shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at the current Market Price at that record date, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. The adjustment provided for in this subparagraph IV(d)(iv) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph IV(d)(ix) below after such record date. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

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(v)      In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subparagraph IV(d)(iv) above) then, in each such case, unless the adjustment provided for in subparagraph IV(d)(ii) above occurs, the Conversion Rate shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of the distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be the Current Market price of the Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in subparagraph IV(d) below, after the record date for the determination of shareholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Rate then in effect shall be appropriately readjusted.

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(vi)     For the purpose of any computation hereunder, the “Current Market Price” or the Common Stock at any date shall be the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The last reported sale price for each day shall be (A) the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc, (the “NASDAQ System”), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (B) if not quoted as described in clause (A), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days, or (C) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (B) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (C) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term “Trading Days” means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the National Quotation Bureau Incorporated, or (z) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

(vii)    No adjustment in the Conversion Rate shall be required unless such adjustment would require a change of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph IV(d)(vii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustment shall be required and made in accordance with the provisions of this paragraph IV (other than this subparagraph IV(d)(vii)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. All calculations under this paragraph IV shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be.

(viii)   Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers’ certificate setting forth the Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Company shall prepare a notice of the adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Rate to the holder of each share of Series B, C or D Convertible Preferred Stock at his last address as shown on the stock books of the Company.

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(ix)      In any case in which this paragraph IV(d) provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of the event (i) issuing to the holder of any share of Series B, C or D Convertible Preferred Stock converted after the record date and before the occurrence of the event the additional shares of Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Common Stock issuable upon such conversion before giving effect to the adjustment and (ii) paying to the holder any amount in cash in lieu of any fractional share pursuant to subparagraph IV(c) above.

(e)           If:

(i)        the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of retained earnings); or

(ii)       the Company shall authorize the granting to the holder of the Common Stock of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(iii)      there shall be any reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value, or from par value to no par value, or from no par value to par value), or any consolidation, merger, or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or transfer of all or substantially all the assets of the Company; or

(iv)      there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series B, C and D Convertible Preferred Stock at their addresses as shown on the stock books of the Company, at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined or (B) the date on which the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this subparagraph IV(e).

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(f)    (i)    The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series B, C or D Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series B, C or D Convertible Preferred Stock not theretofore converted, plus a number of shares of Common Stock reasonably expected to be sufficient to pay the special dividends provided for in subparagraphs II(a)(ii)(B), II(b)(ii)(B) and II(c)(ii)(B). For purposes of this subparagraph IV(f), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series B, C or D Convertible Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

(ii)       Before taking any action which would cause an adjustment reducing the conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Series B, C or D Convertible Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted Conversion Rate.

(iii)      Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Series B, C or D Convertible Preferred Stock, the Company will endeavor, in good faith and as expeditiously as possible, to comply with all federal and state laws and regulations thereunder requiring the registration of those securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(g)          The Company will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series B, C or D Convertible Preferred Stock pursuant hereto.

(h)          In case of any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the company with, or merger of the Company with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Common Stock or any sale or transfer of all or substantially all of the assets of the company, cash holder of shares of Series B, C or D Convertible Preferred Stock then outstanding shall have the right thereafter to convert the shares of Series B, C or D Convertible Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have bean entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Common Stock issuable upon the conversion of the shares of Series B, C or D Convertible Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer.

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V.           STATUS

Upon any conversion or redemption of shares of Series B, C or D Convertible Preferred Stock, the shares of Series B, C or D Convertible Preferred Stock so converted or redeemed shall have the status of authorized and unissued shares of Preferred Stock, and the number of shares of Preferred Stock which the Company shall have authority to issue shall not be decreased by the conversion, exchange or redemption of shares of Series B, C or D Convertible Preferred Stock.

VI.          VOTING RIGHTS

The holders of shares of Series B, C or D Convertible Preferred Stock shall have no voting rights whatsoever, except for any voting rights to which they may be entitled under the laws of the State of Delaware.

Notwithstanding the foregoing, so long as any shares of the Series B, C or D Convertible Preferred Stock remain outstanding, the Company will not, either directly or indirectly or through merger or consolidation with or into any other corporation, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least 66-2/3% in number of shares then outstanding of each of the Series B, C and D Convertible Preferred Stock (i) create or issue or increase the authorized number of shares of any class or classes or series of stock ranking prior to the Series B, C or D Convertible Preferred Stock either as to dividends or upon liquidation, (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation (including this resolution) so as to affect adversely the preferences, special rights or powers of the Series B, C or D Convertible Preferred Stock or (iii) authorize any reclassification of the Series B, C or D Convertible Preferred Stock.

VII.        REDEMPTION BY THE COMPANY

(a)          The shares of Series B, C and D Convertible Preferred Stock may be redeemed for cash at the option of the Company, in whole, or from time to time in part, on at least five but not more than 60 days’ prior notice mailed to the holders of the shares to be redeemed, at a redemption price per share of $1.00 plus (i) an amount equal to all cash dividends (whether or not earned or declared) accumulated and unpaid to the date fixed for redemption and (ii) all shares of Common Stock payable pursuant to the special dividend provisions of subparagraphs II(a)(ii), II(b)(ii) or II(c)(ii), respectively, to the extent the special dividend has accrued and is unpaid.

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(b)          If full cumulative dividends on the Series B, C and D Convertible Preferred Stock have not been paid through the most recent Dividend Payment Date, the Series B, C and D Convertible Preferred Stock may not be redeemed in part and the Company may not purchase or acquire any shares of the Series B, C and D Convertible Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series B, C and D Convertible Preferred Stock. If less than all the outstanding shares of Series B, C and D Convertible Preferred Stock are to be redeemed, the Company will select those to be redeemed by lot or a substantially equivalent method.

(c)          (i)         All outstanding shares of the Series B, C and D Convertible Preferred Stock shall be redeemed by the Company at the redemption price specified above, immediately upon the first to occur of any one of the following: (A) October 15, 1996; (B) the date on which the Company enters into a definitive agreement for, or consummates, a sale of all or substantially all of the Company’s assets; (C) the date on which a merger or reorganization is consummated which results in the holders of the Company’s Common Stock immediately prior to the transaction owing less than 50% of the resulting entity; or (D) the receipt by the Company of written notice from the holders of not less than 80% of the holders of the outstanding shares of any of the Series B, C or D Convertible Preferred Stock stating that the holders have elected to cause the Company to redeem all the outstanding Series B, C and D Convertible Preferred Stock as a result of a failure by the Company to declare and make any dividend payment or distribution at the time and in the amount and manner provided for herein.

(ii)       All outstanding shares of the Series C and D Convertible Preferred Stock shall be redeemed by the Company, at the redemption price specified above, upon the completion by the Company of any one or more financings (including without limitation bank financings or public offerings or private placements of debt or equity securities but specifically not Including refinancings of existing debt or preferred stock or new working capital financings of up to $500,000 in the aggregate) in which the Company receives aggregate gross proceeds (before expenses associated with the financings) of $4,000,000 or more.

(d)          If notice of redemption shall have been given pursuant to this paragraph VII and any holder of shares of Series B, C or D Convertible Preferred Stock shall, prior to the close of business on the date fixed for redemption, give written notice to the Company pursuant to paragraph IV above of the conversion of any or all of the shares held by the holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then the redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in paragraph IV above.

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VIII.       MISCELLANEOUS

(a)          Except as otherwise expressly provided, whenever in this resolution notices or other communications are required to be made, delivered or otherwise given to holders of shares of Series B, C or D Convertible Preferred Stock, the notice or other Communication shall be deemed properly given if deposited in the United states mail, postage prepaid, addressed to the persons shown on the books of the Company as such holders at the addresses as they appear in the books of the Company, as of a record date or dates determined in accordance with the Company’s Certificate of Incorporation and Bylaws and applicable law, as in effect from time to time.

(b)          The holders of the Series B, C or D Convertible Preferred Stock will not have any preemptive right to subscribe for or purchase any shares or any other securities which may be issued by the Company.

(c)          Except as may otherwise be required by law, the shares of Series B, C and D Convertible Preferred Stock shall not have any designations, preferences, limitations or relative rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Certificate of Incorporation.

(d)          The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(e)           If any right, preference or limitation of the Series B, C and D Convertible Preferred Stock set forth in this resolution (as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

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IN WITNESS WHEREOF, IPS Health Care, Inc. has caused this certificate to be made under the seal of the Company and signed by ANDREW GALLIGAN, its President, and attested by FRANK STEELHARD its Assistant Secretary, this 30th day of October 1992.

IPS HEALTH CARE, INC.
By:	/s/ Andrew Galligan
	President

[SEAL]

Attest:

/s/ Frank Steelhard

Assistant Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/12/1992

923385021 - 2224668

11/11/92

CERTIFICATE OF DESIGNATIONS
 

OF THE
 

SERIES B CONVERTIBLE PREFERRED STOCK

($.01 Par Value)

OF

IPS HEALTH CARE, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY that the following resolution was duly adopted on November __, 1992, at a duly convened meeting of the Board of Directors (the “Board”) of IPS Health Care, Inc., a Delaware corporation (the “Company”), at which a quorum was present end active throughout:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the issuance of a series of preferred stock, par value $.01 per share (the “Preferred Stock”), which shall consist of up to 637,000 of the 5,000,000 shares of Preferred Stock which the Company now has authority to issue, be, and the same hereby are, authorized, and the Board hereby fixes the powers, designations, preferences and relative, participating:, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares of such three series (in addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Preferred Stock) as follows:

I.            DESIGNATION AND AMOUNT

The total number of shares of Preferred Stock which the Company shall issue hereunder is 637,000. These shares of preferred Stock shall be designated as Series E Convertible Preferred Stock, $.01 par value per share.

II.           DIVIDENDS AND DISTRIBUTIONS

Holders of Series E Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, an annual cash dividend at a rate of $.135 per share payable in quarterly installments on January 15, April 15, July 15 and October 15, commencing January 15, 1993 (each a “Dividend Payment Date”). Dividends on the Series E Convertible Preferred Stock will be cumulative from the date of initial issuance of shares of Series E Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a “Dividend Payment Record Data”). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series E Convertible Preferred Stock, all dividends declared upon shares of Series E Convertible Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Series E Convertible Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series E Convertible Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series E Convertible Preferred Stock shall have been paid, dividends (other than in Common Stock (as defined in paragraph III below), other stock ranking junior to the Series E Convertible Preferred Stock and rights to acquire the foregoing) nay not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or on any other stock of the Company ranking junior to or on a parity with the Series B Convertible Preferred Stock as to dividends, nor may any Common stock or any other stock of the Company ranking junior to or on a parity with the Series E Convertible Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except for repurchases from employees and consultants and except by conversion into or exchange for stock of the Company ranking junior to the Series E Convertible Preferred Stock as to dividends). Dividends payable for any partial dividend period shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest.

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III.          RANK

The shares of Series E Convertible Preferred Stock shall rank prior to the shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”) and of any other class of stock of the Company ranking junior to the Series E Convertible Preferred Stock upon liquidation (“Junior Liquidation Stock”), so that in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series E Convertible Preferred Stock shall be entitled to receive out of the assets of the company available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any Junior Liquidation Stock, an amount equal to $1.00 par share (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid on the shares of Series E Convertible Preferred Stock, as the case may be, to the data of final distribution. If, upon any liquidation, dissolution or winding up of the Company, the assets of the company, or proceeds thereof, distributable among the holders of shares of Series E Convertible Preferred Stock shall be insufficient to pay in full the preferential amount described in the preceding sentence, then such assets, or the proceeds thereof, shall be distributable among the holders of the Series E Convertible Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon ware paid in full. After payment of the full amount of the Liquidation Preference and accumulated dividends to which holders of shares of Series E Convertible Preferred Stock are entitled, the holders of shares of Series E Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. For the purposes hereof, neither a consolidation or merger of the Company with or into any other corporation, nor a sale or transfer of all or any part of the Company’s assets for cash or securities, shall be considered a liquidation, dissolution or winding up of the Company.

So long as any shares of Series E Convertible Preferred Stock remain outstanding:

(a)           No stock of any class or series of the Company shall rank prior to shares of the Series E Convertible Preferred Stock, either as to dividends or upon liquidation.

(b)          Shares of the Series E Convertible Preferred Stock shall be junior in rank to the Series B, C and D Convertible Preferred Stock issued pursuant to a Certificate of Designations dated October 26, 1992, as to dividends and upon liquidation, and the holders of stock of each such Series B, C and D shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference to the holders of Series E Preferred Stock. Except as provided in this paragraph (b), no stock of any class or series of the Company shall rank on a parity, as to dividends or upon liquidation, with shares of Series E Convertible Preferred Stock.

IV.          CONVERSION

(a)       Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of series E Convertible preferred stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Common Stock at the rats of 0.25 shares of Common Stock per share of series E Convertible Preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV(b) below; provide, however, that the right to convert shares of Series E Convertible Preferred Stock called for redemption pursuant to paragraph VII below shall terminate at the close of business on the date fixed for such redemption.

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(b)       (i)        In order to exercise the conversion privilege, the holder of each share of Series E Convertible preferred Stock to be converted shall surrender the certificate representing such share to the conversion agent for the Series E Convertible preferred Stock designated for such purpose by written notice to the holders of such shares by the Company (which may be the Company itself), with the Notice of Election to Convert on the back of said certificate duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the share of Series E Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or his duly authorised attorney. If the company fails to designate a conversion agent, the conversion agent shall be the Company.

(ii)       The holders of shares of Series E Convertible Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of the shares after the Dividend Payment Record Date or the Company’s default in payment of the dividend due on the Dividend Payment Date. The dividend with respect to a share of Series E Convertible Preferred Stock called for redemption on a date fixed for redemption between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall be payable on the Dividend Payment Date to the holder of the share of Series E Convertible Preferred Stock on the Dividend Payment Record Date notwithstanding the conversion of the share of Series E Convertible Preferred Stock after the Dividend Payment Record Date and prior to the Dividend Payment Date. The holders of shares of Series E Convertible Preferred Stock on a Dividend Payment Record Date who (or whose transferees) convert any of those shares on or after the corresponding Dividend Payment Date will receive the dividend payable by the Company on those shares of Series E Convertible Preferred Stock on the Dividend Payment Date. Except as provided above, neither the Company nor the holder shall make no payment or adjustment for accrued and unpaid dividends on shares of Series E Convertible Preferred Stock on conversion of those shares, or for dividends on the shares of Common Stock issued upon the conversion.

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(iii)      As promptly as practicable after the surrender by a holder of the certificates for shares of Series E Convertible Preferred Stock in accordance with this subparagraph IV(b), and in any event within three New York Stock Exchange trading days after such surrender, the Company shall issue and shall deliver at the office of the conversion agent to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable upon the conversion of those shares in accordance with the provisions of this paragraph IV, and any fractional interest in respect of a share of Common Stock or other security arising upon the conversion shall be settled as provided in subparagraph IV(c) below.

(iv)      Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock or other securities represented by those certificates at such time on such date and such conversion shall be at the Conversion Rate in effect at such time on such date, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied. All shares of Common Stock delivered upon conversion of the Series E Convertible Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of Series E Convertible Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights or a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock or other securities, cash or other assets as herein provided.

(c)       No fractional shares or securities representing fractional shares of Common Stock shall be issued upon conversion of Series E Convertible Preferred Stock. Any fractional interest in a share of Common Stock resulting from conversion of a share of Series E Convertible Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (as defined in subparagraph IV(d)(vi) below) of the Common Stock on the Trading Day (as defined in subparagraph IV(d)(v) below) next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon the conversion shall be computed on the basis of the aggregate Liquidation Preference of the shares of Series E Convertible Preferred Stock so surrendered.

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(d)      (i)        For purposes of this resolution, the “Conversion Rate” shall be 0.25 shares of Common Stock per share of Series E Convertible Preferred Stock, subject in each case to adjustment as provided below.

(ii)       In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such event shall be adjusted so that the holder of any share of Series E Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which he would have owned or have been entitled to receive after the happening of such event had the share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph IV(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in subparagraph IV(d)(viii) below, and shall become effective immediately after the effective data in the case of subdivision or combination. If any dividend or distribution is not paid or made, the Conversion Price then in affect shall be appropriately readjusted.

(iii)      In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined in subparagraph IV(d)(v) below) of the Common Stock at the record date for the determination of stockholders entitled to receive the rights or warrants, the Conversion Rate in effect immediately prior to the issuance of such rights or warrants shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at the Current Market Price at that record date, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. The adjustment provided for in this subparagraph IV(d)(iii) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph IV(d)(viii) below after such record date. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

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(iv)      In case the company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subparagraph IV(d)(iii) above) then, in each such case, the Conversion Rate shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of the distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be the Currant Market Price of the Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in subparagraph IV(d) below, after the record date for the determination of shareholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Rate then in effect shall be appropriately readjusted.

(v)       For the purpose of any computation hereunder, the “Current Market Price” of the Common Stock at any date shall be the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The last reported sale price for each day shall be (A) the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc. (the “NASDAQ System”), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (B) if not quoted as described in clause (A), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days, or (C) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (B) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (C) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term “Trading Days” means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the National Quotation Bureau Incorporated, or (z) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

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(vi)      No adjustment in the Conversion Rate shall be required unless such adjustment would require a change of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph IV(d)(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustment shall be required and made in accordance with the provisions of this paragraph IV (other than this subparagraph IV(d)(vi)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. All calculations under this paragraph IV shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be.

(vii)     Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers’ certificate setting forth the Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Company shall prepare a notice of the adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Rate to the holder of each share of Series E Convertible Preferred Stock at his last address as shown on the stock books of the Company.

(viii)    In any case in which this paragraph IV(d) provides that an adjustment shall become effective immediately after a record date for an event, the company may defer until the occurrence of the event (i) issuing to the holder of any share of Series E Convertible Preferred Stock converted after the record date and before the occurrence of the event the additional shares of Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Common Stock issuable upon such conversion before giving effect to the adjustment and (ii) paying to the holder any amount in cash in lieu of any fractional share pursuant to subparagraph IV(c) above.

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(e)          If:

(i)      the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of retained earnings); or

(ii)     the company shall authorise the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(iii)    there shall be any reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value, or from par value to no par value, or from no par value to par value), or any consolidation, merger, or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or transfer of all or substantially all the assets of the Company; or

(iv)    there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series E Convertible Preferred Stock at their addresses as shown on the stock books of the Company, at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined or (B) the date on which the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this subparagraph IV(e).

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(f)    (i)    The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series E Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series E Convertible Preferred Stock not theretofore converted. For purposes of this subparagraph IV(f), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series E Convertible Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

(ii)    Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Series E Convertible Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted Conversion Rate.

(iii)   Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Series E Convertible Preferred Stock, the Company will endeavor, in good faith and as expeditiously as possible, to comply with all federal and state laws and regulations thereunder requiring the registration of those securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(g)           The Company will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series E Convertible Preferred Stock pursuant hereto.

(h)           In case of any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Common Stock or any sale or transfer of all or substantially all of the assets of the Company, each holder of shares of Series E Convertible Preferred Stock then outstanding shall have the right thereafter to convert the shares of Series E Convertible Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have been entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Common Stock issuable upon the conversion of the shares of Series E Convertible Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer.

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V.           STATUS

Upon any conversion or redemption of shares of Series E Convertible Preferred Stock, the shares of Series E Convertible Preferred Stock so converted or redeemed shall have the status of authorised and unissued shares of Preferred Stock, and the number of shares of Preferred Stock which the Company shall have authority to issue shall not be decreased by the conversion, exchange or redemption of shares of Series E Convertible Preferred Stock.

VI.          VOTING RIGHTS

The holders of shares of Series E Convertible Preferred Stock shall have no voting rights whatsoever, except for any voting rights to which they may be entitled under the laws of the State of Delaware.

Notwithstanding the foregoing, so long as any shares of the Series E Convertible Preferred Stock remain outstanding, the Company will not, either directly or indirectly or through merger or consolidation with or into any other corporation, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least 66-2/3% in number of shares then outstanding of the Series E Convertible Preferred Stock (i) create or issue or increase the authorized number of shares of any class or classes or series of stock ranking prior to the Series E Convertible Preferred Stock either as to dividends or upon liquidation, (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation (including this resolution) so as to affect adversely the preferences, special rights or powers of the Series E Convertible Preferred Stock or (iii) authorize any reclassification of the Series E Convertible Preferred Stock.

VII.         REDEMPTION BY THE COMPANY

(a)           The shares of Series E Convertible Preferred Stock may be redeemed for cash at the option of the Company, in whole, or from time to time in part, on at least five but not more than 60 days’ prior notice mailed to the holders of the shares to be redeemed, at a redemption price per share of $l.00 plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid to the date fixed for redemption.

(b)          If full cumulative dividends on the Series E Convertible Preferred Stock have not been paid through the most recent Dividend Payment Data, the Series E Convertible Preferred Stock may net be redeemed in part and the Company may not purchase or acquire any shares of the Series E Convertible Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series E Convertible Preferred Stock. If less than all the outstanding shares of Series E Convertible Preferred Stock are to be redeemed, the Company will select those to be redeemed by lot or a substantially equivalent method.

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(c)           (i) All outstanding shares of the Series E Convertible Preferred Stock shall be redeemed by the Company at the redemption price specified above, immediately upon the first to occur of any one of the following: (A) October 15, 1996; (B) the date on which the Company enters into a definitive agreement for, or consummates, a sale of all or substantially all of the Company’s assets; (C) the date on which a merger or reorganisation is consummated which results in the holders of the Company’s Common Stock immediately prior to the transaction owing less than 50% of the resulting entity; or (D) the receipt by the Company of written notice from the holders of not less than 80% of the holders of the outstanding shares of any of the Series E Convertible Preferred Stock stating that the holders have elected to cause the Company to redeem all the outstanding Series E Convertible Preferred Stock as a result of a failure by the Company to declare and make any dividend payment or distribution at the time and in the amount and manner provided for herein.

(ii) All outstanding shares of the Series E Convertible Preferred Stock shall be redeemed by the Company, at the redemption price specified above, upon the completion by the Company of any one or more financings (including without limitation bank financings or public offerings or private placements of debt or equity securities but specifically not including refinancings of existing debt or preferred stock or new working capital financings of up to $500,000 in the aggregate) in which the Company receives aggregate gross proceeds (before expenses associated with the financings) of $4,000,000 or more.

(d)          If notice of redemption shall have been given pursuant to this paragraph VII and any holder of shares of Series E Convertible Preferred Stock shall, prior to the close of business on the date fixed for redemption, give written notice to the Company pursuant to paragraph IV above of the conversion of any or all of the shares held by the holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then the redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in paragraph IV above.

VIII.        MISCELLANEOUS

(a)          Except as otherwise expressly provided, whenever in this resolution notices or other communications are required to be made, delivered or otherwise given to holders of shares of Series E Convertible Preferred Stock, the notice or other communication shall be deemed properly given if deposited in the United States mail, postage prepaid, addressed to the persons shown on the books of the Company as such holders at the addresses as they appear in the books of the Company, as of a record date or dates determined in accordance with the Company’s Certificate of Incorporation and Bylaws and applicable law, as in effect from time to time.

(b)          The holders of the Series E Convertible Preferred Stock will not have any preemptive right to subscribe for or purchase any shares or any other securities which may be issued by the Company.

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(c)           Except as may otherwise be required by law, the shares of Series E Convertible Preferred Stock shall not have any designations, preferences, limitations or relative rights, other than those specifically set forth in this resolution (as such resolution nay be amended from time to time) and in the Certificate of Incorporation.

(d)           The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(e)           If any right, preference or limitation of the Series E Convertible Preferred Stock set forth in this resolution (as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

IN WITNESS WHEREOF, IPS Health Care, Inc. has caused this certificate to be made under the seal of the Company and signed by _________________, its President, and attested by FRANK STEELHARD, its Assistant Secretary, this 12 day of November 1992.

IPS HEALTH CARE, INC.
By:	/s/ Andrew Galligan
	Vice President

[SEAL]

Attest:

/s/ Frank Steelhard

Assistant Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION DF CORPORATIONS

FILED 09:00 AM 08/22/1994

944156503 - 2224668

CERTIFICATE ELIMINATING EACH OF THE

SERIES B, SERIES C, SERIES D, AND SERIES E

REDEEMABLE CONVERTIBLE PREFERRED STOCK

OF

IPS HEALTH CARE, INC.

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

IPS HEALTH CARE, INC., a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that the following resolution was duly adopted as of August 22, 1994 by the Board of Directors of the Corporation by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware:

RESOLVED that pursuant to the authority expressly granted to and vested in the Board of Directors by the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors hereby states that none of the authorized shares of each of the Series B, Series C, Series D  and Series E Redeemable Convertible Preferred Stock, par value $.01 per share, of the Corporation are outstanding and that none will be issued.

When this certificate becomes effective in accordance with the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, all references in the Corporation’s Certificate of Incorporation to each of the Series B, Series C, Series D  and Series E Redeemable Convertible Preferred Stock will be eliminated.

IN WITNESS WHEREOF, the undersigned has signed his name, this 22nd day of August, 1994 and by such act affirms under penalties of perjury, that this instrument constitutes the act and deed of the Corporation and that the facts stated herein are true.

IPS HEALTH CARE, INC.
By:	/s/ Norman Hames
	Norman Hames
	President

ATTEST:
By:	/s/ Rebecca Van Harrevelt
	Rebecca Van Harrevelt
	Asst. Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:01 AM 06/22/1994

944156505 - 2224668

CERTIFICATE OF DESIGNATIONS

OF THE

SERIES F REDEEMABLE CONVERTIBLE PREFERRED STOCK

($.01 Par Value)

OF

IPS HEALTH CARE, INC.

Pursuant to Section 15l of the

General Corporation Law of the State of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY that the following resolution was duly adopted as of August 22, 1994 by the Board of Directors (the “Board”) of IPS Health Care, Inc., a Delaware corporation (the “Company”), by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the issuance of a series of preferred stock, par value $.01 per share (the “Preferred Stock”), which shall consist of 2,482,000 of the 5,000,000 shares of Preferred Stock which the Company now has authority to issue, be, and the same hereby are, authorized, and the Board hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares (in addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Preferred Stock) as follows:

I.            DESIGNATION AND AMOUNT

The total number of shares of Preferred Stock which the Company shall issue hereunder is 2,482,000. These shares of Preferred Stock shall be designated as Series F Redeemable Convertible Preferred Stock, $.01 par value per share.

II.           DIVIDENDS AND DISTRIBUTIONS

Holders of Series F Redeemable Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, an annual cash dividend at the Dividend Rate (as hereinafter defined), payable in quarterly installments on July 15, October 15, January 15 and April 15 commencing July 15, 1995 (each a “Dividend Payment Date”). Dividends on the Series F Redeemable Convertible Preferred Stock will be cumulative from the date of initial issuance of shares of Series F Redeemable Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a “Dividend Payment Record Date”). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series F Redeemable Convertible Preferred Stock and the Series G Redeemable Convertible Preferred Stock, par value $.01 per share (the “Series G Redeemable Convertible Preferred Stock”), of the Company, all dividends declared upon shares of Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Series F Redeemable Convertible Preferred Stock and the Series G Redeemable Convertible Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series F Redeemable Convertible Preferred Stock shall have been paid, dividends (other than in Common Stock (as defined in paragraph III below), other stock ranking junior to the Series F Redeemable Convertible Preferred Stock and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or on any other stock of the Company ranking junior to or on a parity with the Series F Redeemable Convertible Preferred Stock as to dividends, nor may any Common Stock or any other stock of the Company ranking junior to or on a parity with the Series F Redeemable Convertible Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except for repurchases from employees and consultants and except by conversion into or exchange for stock of the Company ranking junior to the Series F Redeemable Convertible Preferred Stock as to dividends). Dividends payable for any partial dividend period shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest. As used herein, “Dividend Rate” means (i) for dividends payable on a Dividend Payment Date prior to July 15, 2000, $.05 per share; (ii) for dividends payable on a Dividend Payment Date on or after July 15, 2000 but prior to July 15, 2001, $.07 per share; (iii) for dividends payable on a Dividend Payment Date on or after July 15, 2001 but prior to July 15, 2002, $.085 per share; and (iv) for dividends payable on a Dividend Payment Date on or after July 15, 2002, $.10 per share.

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III.          RANK

The shares of Series F Redeemable Convertible Preferred Stock shall rank prior to the shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”) and of any other class of stock of the Company ranking junior to the Series F Redeemable Convertible Preferred Stock upon liquidation (“Junior Liquidation Stock”), so that in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series F Redeemable Convertible Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any Junior Liquidation Stock, an amount equal to $1.00 per share (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid on the shares of Series F Redeemable Convertible Preferred Stock, as the case may be, to the date of final distribution. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of shares of Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock shall be insufficient to pay in full the preferential amount described in the preceding sentence, then such assets, or the proceeds thereof, shall be distributable among the holders of the Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. After payment of the full amount of the Liquidation Preference and accumulated dividends to which holders of shares of Series F Redeemable Convertible Preferred Stock are entitled, the holders of shares of Series F Redeemable Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. For the purposes hereof, neither a consolidation or merger of the Company with or into any other corporation, nor a sale or transfer of all or any part of the Company’s assets for cash or securities, shall be considered a liquidation, dissolution or winding up of the Company.

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So long as any shares of Series F Redeemable Convertible Preferred Stock remain outstanding, no stock of any class or series of the Company shall rank prior to shares of the Series F Redeemable Convertible Preferred Stock, either as to dividends or upon liquidation. Shares of the Series F Redeemable Convertible Preferred Stock shall rank on a parity, as to dividends or upon liquidation, with shares of the Series G Redeemable Convertible Preferred Stock issued pursuant to a Certificate of Designations dated August 22, 1994.

IV.          CONVERSION

(a)           Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of Series F Redeemable Convertible Preferred Stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Common Stock at the rate of one share of Common Stock per 2.482 shares of Series F Redeemable Convertible Preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV(b) below; provided, however, that the right to convert shares of Series F Redeemable Convertible Preferred Stock called for redemption pursuant to paragraph VII below shall terminate at the close of business on the date fixed for such redemption.

(b)           (i)           In order to exercise the conversion privilege, the holder of each share of Series F Redeemable Convertible Preferred Stock to be converted shall surrender the certificate representing such share to the conversion agent for the Series F Redeemable Convertible Preferred Stock designated for such purpose by written notice to the holders of such shares by the Company (which may be the Company itself), with the Notice of Election to Convert on the back of said certificate duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the share of Series F Redeemable Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or his duly authorized attorney. If the Company fails to designate a conversion agent, the conversion agent shall be the Company.

(ii)           The holders of shares of Series F Redeemable Convertible Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of the shares after the Dividend Payment Record Date or the Company’s default in payment of the dividend due on the Dividend Payment Date. The dividend with respect to a share of Series F Redeemable Convertible Preferred Stock called for redemption on a date fixed for redemption between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall be payable on the Dividend Payment Date to the holder of the share of Series F Redeemable Convertible Preferred Stock on the Dividend Payment Record Date notwithstanding the conversion of the share of Series F Redeemable Convertible Preferred Stock after the Dividend Payment Record Date and prior to the Dividend Payment Date. The holders of shares of Series F Redeemable Convertible Preferred Stock on a Dividend Payment Record Date who (or whose transferees) convert any of those shares on or after the corresponding Dividend Payment Date will receive the dividend payable by the Company on those shares of Series F Redeemable Convertible Preferred Stock on the Dividend Payment Date. Except as provided above, neither the Company nor the holder shall make any payment or adjustment for accrued and unpaid dividends on shares of Series F Redeemable Convertible Preferred Stock on conversion of those shares, or for dividends on the shares of Common Stock issued upon the conversion.

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(iii)          As promptly as practicable after the surrender by a holder of the certificates for shares of Series F Redeemable Convertible Preferred Stock in accordance with this subparagraph IV(b), and in any event within three New York Stock Exchange trading days after such surrender, the Company shall issue and shall deliver at the office of the conversion agent to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable upon the conversion of those shares in accordance with the provisions of this paragraph IV, and any fractional interest in respect of a share of Common Stock or other security arising upon the conversion shall be settled as provided in subparagraph IV(c) below.

(iv)          Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock or other securities represented by those certificates at such time on such date and such conversion shall be at the Conversion Rate (as hereinafter defined) in effect at such time on such date, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied. All shares of Common Stock delivered upon conversion of the Series F Redeemable Convertible Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of Series F Redeemable Convertible Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights of a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock or other securities, cash or other assets as herein provided.

5

(c)           No fractional shares or securities representing fractional shares of Common Stock shall be issued upon conversion of Series F Redeemable Convertible Preferred Stock. Any fractional interest in a share of Common Stock resulting from conversion of a share of Series F Redeemable Convertible Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (as defined in subparagraph IV(d)(vi) below) of the Common Stock on the Trading Day (as defined in subparagraph IV(d)(v) below) next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon the conversion shall be computed on the basis of the aggregate Liquidation Preference of the shares of Series F Redeemable Convertible Preferred Stock so surrendered.

(d)          (i)        For purposes of this resolution, the Conversion Price shall be one share of Common Stock per 2.482 shares of Series F Redeemable Convertible Preferred Stock, subject in each case to adjustment as provided below.

(ii)       In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such event shall be adjusted so that the holder of any share of Series F Redeemable Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which he would have owned or have been entitled to receive after the happening of such event had the share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph IV(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in subparagraph IV(d)(viii) below, and shall become effective immediately after the effective date in the case of subdivision or combination. If any dividend or distribution is not paid or made, the Conversion Price then in effect shall be appropriately readjusted.

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(iii)          In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined in subparagraph IV(d)(v) below) of the Common Stock at the record date for the determination of stockholders entitled to receive the rights or warrants, the Conversion Price in effect immediately prior to the issuance of such rights or warrants shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. The adjustment provided for in this subparagraph IV(d)(iii) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph IV(d)(viii) below after such record date. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

(iv)          In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subparagraph IV(d)(iii) above) then, in each such case, the Conversion Rate shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of the distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in subparagraph IV(d) below, after the record date for the determination of shareholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Rate then in effect shall be appropriately readjusted.

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(v)           For the purpose of any computation hereunder, the “Current Market Price” of the Common Stock at any date shall be the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The last reported sale price for each day shall be (A) the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc. (the “NASDAQ System”), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (B) if not quoted as described in clause (A), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days, or (C) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (B) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (C) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term “Trading Days” means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the National Quotation Bureau Incorporated, or (z) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

(vi)          No adjustment in the Conversion Rate shall be required unless such adjustment would require a change of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph IV(d)(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustment shall be required and made in accordance with the provisions of this paragraph IV (other than this subparagraph IV(d)(vi)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. All calculations under this paragraph IV shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be.

(vii)         Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers’ certificate setting forth the Conversion Rate after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Company shall prepare a notice of the adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Rate to the holder of each share of Series F Redeemable Convertible Preferred Stock at his last address as shown on the stock books of the Company.

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(viii)        In any case in which this paragraph IV(d) provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of the event (i) issuing to the holder of any share of Series F Redeemable Convertible Preferred Stock converted after the record date and before the occurrence of the event the additional shares of Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Common Stock issuable upon such conversion before giving effect to the adjustment and (ii) paying to the holder any amount in cash in lieu of any fractional share pursuant to subparagraph IV(c) above.

(e)           If:

(i)            the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of retained earnings); or

(ii)           the Company shall authorize the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(iii)          there shall be any reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value, or from par value to no par value, or from no par value to par value), or any consolidation, merger, or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or transfer of all or substantially all the assets of the Company; or

(iv)          there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series F Redeemable Convertible Preferred Stock at their addresses as shown on the stock books of the Company, at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined or (B) the date on which the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common stock for securities or other property deliverable upon the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this subparagraph IV(e).

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(f)           (i)            The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series F Redeemable Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series F Redeemable Convertible Preferred Stock not theretofore converted. For purposes of this subparagraph IV(f), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series F Redeemable Convertible Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

(ii)           Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Series F Redeemable Convertible Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted Conversion Rate.

(iii)          Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Series F Redeemable Convertible Preferred Stock, the Company will endeavor, in good faith and as expeditiously as possible, to comply with all federal and state laws and regulations thereunder requiring the registration of those securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(g)           The Company will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series F Redeemable Convertible Preferred Stock pursuant hereto.

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(h)           In case of any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Common Stock or any sale or transfer of all or substantially all of the assets of the Company, each holder of shares of Series F Redeemable Convertible Preferred Stock then outstanding shall have the right thereafter to convert the shares of Series F Redeemable Convertible Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have been entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Common Stock issuable upon the conversion of the shares of Series F Redeemable Convertible Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer.

V.           STATUS

Upon any conversion or redemption of shares of Series F Redeemable Convertible Preferred Stock, the shares of Series F Redeemable Convertible Preferred Stock so converted or redeemed shall have the status of authorized and unissued shares of Preferred Stock, and the number of shares of Preferred Stock which the Company shall have authority to issue shall not be decreased by the conversion, exchange or redemption of shares of Series F Redeemable Convertible Preferred Stock.

VI.          VOTING RIGHTS

The holders of shares of Series F Redeemable Convertible Preferred Stock shall have no voting rights whatsoever, except for any voting rights to which they may be entitled under the laws of the State of Delaware.

Notwithstanding the foregoing, so long as any shares of the Series F Redeemable Convertible Preferred Stock remain outstanding, the Company will not, either directly or indirectly or through merger or consolidation with or into any other corporation, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least 66-2/3% in number of shares then outstanding of the Series F Redeemable Convertible Preferred Stock (i) create or issue or increase the authorized number of shares of any class or classes or series of stock ranking prior to or pari passu with the Series F Redeemable Convertible Preferred Stock either as to dividends or upon liquidation, (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation (including this resolution) so as to affect adversely the preferences, special rights or powers of the Series F Redeemable Convertible Preferred Stock or (iii) authorize any reclassification of the Series F Redeemable Convertible Preferred Stock.

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VII.        REDEMPTION BY THE COMPANY

(a) The shares of Series F Redeemable Convertible Preferred Stock may be redeemed for cash at the option of the Company, in whole, or from time to time in part, on at least five but not more than 60 days’ prior notice mailed to the holders of the shares to be redeemed, at a redemption price per share of $1.00 plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid to the date fixed for redemption.

(b) If full cumulative dividends on the Series F Redeemable Convertible Preferred Stock have not been paid through the most recent Dividend Payment Date, the Series F Redeemable Convertible Preferred Stock may not be redeemed in part and the Company may not purchase or acquire any shares of the Series F Redeemable Convertible Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series F Redeemable Convertible Preferred Stock. If less than all the outstanding shares of Series F Redeemable Convertible Preferred Stock are to be redeemed, the Company will select those to be redeemed by lot or a substantially equivalent method.

(c) If notice of redemption shall have been given pursuant to this paragraph VII and any holder of shares of Series F Redeemable Convertible Preferred Stock shall, prior to the close of business on the date fixed for redemption, give written notice to the Company pursuant to paragraph IV above of the conversion of any or all of the shares held by the holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then the redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in paragraph IV above.

VIII.        MISCELLANEOUS

(a)   Except as otherwise expressly provided, whenever in this resolution notices or other communications are required to be made, delivered or otherwise given to holders of shares of Series F Redeemable Convertible Preferred Stock, the notice or other communication shall be deemed properly given if deposited in the United States mail, postage prepaid, addressed to the persons shown on the books of the Company as such holders at the addresses as they appear in the books of the Company, as of a record date or dates determined in accordance with the Company’s Certificate of Incorporation and Bylaws and applicable law, as in effect from time to time.

(b)   The holders of the Series F Redeemable Convertible Preferred Stock will not have any preemptive right to subscribe for or purchase any shares or any other securities which may be issued by the Company.

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(c)   Except as may otherwise be required by law, the shares of Series F Redeemable Convertible Preferred Stock shall not have any designations, preferences, limitations or relative rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Certificate of Incorporation.

(d)   The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(e)   If any right, preference or limitation of the Series F Redeemable Convertible Preferred Stock set forth in this resolution (as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

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IN WITNESS WHEREOF, IPS Health Care, Inc. has caused this certificate to be signed by Norman Hames, its President, and attested by Rebecca Van Harrevelt, its Assistant Secretary, this 22nd day of August 1994.

IPS HEALTH CARE, INC.
By:	/s/ Norman Hames
	Norman Hames
	President

Attest:

/s/ Rebecca Van Harrevelt

Rebecca Van Harrevelt

Asst. Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:02 AM 08/22/1994

944156506 - 2224668

CERTIFICATE OF DESIGNATIONS

OF THE

SERIES G REDEEMABLE CONVERTIBLE PREFERRED STOCK

($.01 Par Value)

OF

IPS HEALTH CARE, INC.

Pursuant to Section 151 of the

General Corporation Law of the state of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY that the following resolution was duly adopted as of August 22, 1994 by the Board of Directors (the “Board”) of IPS Health care, Inc., a Delaware corporation (the “Company”), by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the issuance of a series of preferred stock, par value $.01 per share (the “Preferred Stock”), which shall consist of 2,000,000 of the 5,000,000 shares of Preferred Stock which the Company now has authority to issue, be, and the same hereby are, authorized, and the Board hereby fixes the powers, designations, preferences and relative, participating, optional and other Special rights, and the qualifications, limitations and restrictions thereof, of the shares (in addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Preferred Stock) as follows:

I.                    DESIGNATION AND AMOUNT

The total number of shares of Preferred Stock which the Company shall issue hereunder is 2,000,000. These shares of Preferred Stock shall be designated as Series G Redeemable Convertible Preferred Stock, $.01 par value per share.

II.                  DIVIDENDS AND DISTRIBUTIONS

Holders of Series G Redeemable Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, an annual cash dividend at the Dividend Rate (as hereinafter defined), payable in quarterly installments on July 15, October 15, January 15 and April 15 commencing July 15, 1995 (each a “Dividend Payment Date”). Dividends on the Series G Redeemable Convertible Preferred Stock will be cumulative from the date of initial issuance of shares of Series G Redeemable Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a “Dividend Payment Record Date”). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series G Redeemable Convertible Preferred Stock and the Series F Redeemable Convertible Preferred Stock, par value $.01 per share (the “Series F Redeemable Convertible Preferred Stock”), of the Company, all dividends declared upon shares of Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Series G Redeemable Convertible Preferred Stock and the Series F Redeemable Convertible Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series G Redeemable convertible Preferred Stock shall have been paid, dividends (other than in Common Stock (as defined in paragraph III below), other stock ranking junior to the Series G Redeemable Convertible Preferred Stock and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or on any other stock of the Company ranking junior to or on a parity with the Series G Redeemable Convertible Preferred Stock as to dividends, nor may any Common stock or any other stock of the Company ranking junior to or on a parity with the Series G Redeemable Convertible Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except for repurchases from employees and consultants and except by conversion into or exchange for stock of the Company ranking junior to the Series G Redeemable Convertible Preferred Stock as to dividends). Dividends payable for any partial dividend period shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest. As used herein, “Dividend Rate” means (i) for dividends payable on a Dividend Payment Date prior to July 15, 2000, $.05 per share; (ii) for dividends payable on a Dividend Payment Date on or after July 15, 2000 but prior to July 15, 2001, $.07 per share; (iii) for dividends payable on a Dividend Payment Date on or after July 15, 2001 but prior to July 15, 2002, $.085 per share; and (iv) for dividends payable on a Dividend Payment Date on or after July 15, 2002, $.10 per share.

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III.                 RANK

The shares of Series G Redeemable Convertible Preferred Stock shall rank prior to the shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”) and of any other class of stock of the Company ranking junior to the Series G Redeemable Convertible Preferred Stock upon liquidation (“Junior Liquidation Stock”), so that in the event of any liquidation, dissolution or winding up of the company, whether voluntary or involuntary, the holders of the Series G Redeemable Convertible Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any Junior Liquidation Stock, an amount equal to $1.00 per share (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid on the shares of Series G Redeemable Convertible Preferred Stock, as the case may be, to the date of final distribution. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of shares of Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock shall be insufficient to pay in full the preferential amount described in the preceding sentence, then such assets, or the proceeds thereof, shall be distributable among the holders of the Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full After payment of the full amount of the Liquidation Preference and accumulated dividends to which holders of shares of Series G Redeemable Convertible Preferred Stock are entitled, the holders of shares of Series G Redeemable Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. For the purposes hereof, neither a consolidation or merger of the Company with or into any other corporation, nor a sale or transfer of all or any part of the Company’s assets for cash or securities, shall be considered a liquidation, dissolution or winding up of the Company.

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So long as any shares of Series G Redeemable Convertible Preferred Stock remain outstanding, no stock of any class or series of the Company shall rank prior to shares of the Series G Redeemable Convertible Preferred Stock, either as to dividends or upon liquidation. Shares of the Series G Redeemable Convertible Preferred Stock shall rank on a parity, as to dividends or upon liquidation, with shares of the Series F Redeemable Convertible Preferred Stock issued pursuant to a Certificate of Designations dated August 22, 1994.

IV.                 CONVERSION

(a)   Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of Series G Redeemable Convertible Preferred Stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Common Stock at the rate of one share of Common Stock per 2.0 shares of Series G Redeemable Convertible Preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV(b) below; provided. however, that the right to convert shares of Series G Redeemable Convertible Preferred Stock called for redemption pursuant to paragraph VII below shall terminate at the close of business on the date fixed for such redemption.

(b)   (i)     In order to exercise the conversion privilege, the holder of each share of Series G Redeemable Convertible Preferred Stock to be converted shall surrender the certificate representing such share to the conversion agent for the Series G Redeemable Convertible Preferred Stock designated for such purpose by written notice to the holders of such shares by the Company (which may be the Company itself), with the Notice of Election to Convert on the back of said certificate duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the share of Series G Redeemable Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or his duly authorized attorney. If the Company fails to designate a conversion agent, the conversion agent shall be the Company.

(ii)     The holders of shares of Series G Redeemable Convertible Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of the shares after the Dividend Payment Record Date or the Company’s default in payment of the dividend due on the Dividend Payment Date. The dividend with respect to a share of Series G Redeemable Convertible Preferred Stock called for redemption on a date fixed for redemption between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall be payable on the Dividend Payment Date to the holder of the share of Series G Redeemable Convertible Preferred Stock on the Dividend Payment Record Date notwithstanding the conversion of the share of Series G Redeemable Convertible Preferred Stock after the Dividend Payment Record Date and prior to the Dividend Payment Date. The holders of shares of Series G Redeemable Convertible Preferred Stock on a Dividend Payment Record Date who (or whose transferees) convert any of those shares on or after the corresponding Dividend Payment Date will receive the dividend payable by the Company on those shares of Series G Redeemable Convertible Preferred Stock on the Dividend Payment Date. Except as provided above, neither the Company nor the holder shall make any payment or adjustment for accrued and unpaid dividends on shares of Series G Redeemable Convertible Preferred Stock on conversion of those shares, or for dividends on the shares of Common Stock issued upon the conversion.

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(iii)    As promptly as practicable after the surrender by a holder of the certificates for shares of Series G Redeemable Convertible Preferred Stock in accordance with this subparagraph IV(b), and in any event within three New York Stock Exchange trading days after such surrender, the Company shall issue and shall deliver at the office of the conversion agent to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable upon the conversion of those shares in accordance with the provisions of this paragraph IV, and any fractional interest in respect of a share of Common Stock or other security arising upon the conversion shall be settled as provided in subparagraph IV(c) below.

(iv)    Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock or other securities represented by those certificates at such time on such date and such conversion shall be at the Conversion Rate (as hereinafter defined) in effect at such time on such date, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied. All shares of Common Stock delivered upon conversion of the Series G Redeemable Convertible Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of Series G Redeemable Convertible Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights of a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock or other securities, cash or other assets as herein provided.

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(c)       No fractional shares or securities representing fractional shares of Common Stock shall be issued upon conversion of Series G Redeemable Convertible Preferred Stock. Any fractional interest in a share of Common Stock resulting from conversion of a share of Series G Redeemable convertible Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (as defined in subparagraph IV(d)(vi) below) of the Common Stock on the Trading Day (as defined in subparagraph IV(d)(v) below) next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon the conversion shall be computed on the basis of the aggregate Liquidation Preference of the shares of Series G Redeemable Convertible Preferred Stock so surrendered.

(d)       (i)      For purposes of this resolution, the Conversion Price shall be one share of Common Stock per 2.480 shares of Series G Redeemable Convertible Preferred Stock, subject in each case to adjustment as provided below.

(ii)     In case the Company shall (A) pay a dividend or make a distribution on its Common stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such event shall be adjusted so that the holder of any share of Series G Redeemable Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which he would have owned or have been entitled to receive after the happening of such event had the share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph IV(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in subparagraph IV(d)(viii) below, and shall become effective immediately after the effective date in the case of subdivision or combination. If any dividend or distribution is not paid or made, the Conversion Price then in effect shall be appropriately readjusted.

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(iii)   In case the Company shall issue rights or warrants to all holders of its common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined in subparagraph IV(d)(v) below) of the Common Stock at the record date for the determination of stockholders entitled to receive the rights or warrants, the Conversion Price in effect immediately prior to the issuance of such rights or warrants shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. The adjustment provided for in this subparagraph IV(d)(iii) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph IV(d)(viii) below after such record date. In determining whether any rights or warrants entitle the holders of the common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

(iv)   In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subparagraph IV(d)(iii) above) then, in each such case, the Conversion Rate shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of the distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in subparagraph IV(d) below, after the record date for the determination of shareholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Rate then in effect shall be appropriately readjusted.

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(v)    For the purpose of any computation hereunder, the “Current Market Price” of the Common Stock at any date shall be the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The last reported sale price for each day shall be (A) the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc. (the “NASDAQ System”), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (B) if not quoted as described in clause (A), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days, or (C) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (B) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (C) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term “Trading Days” means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the National Quotation Bureau Incorporated, or (z) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

(vi)   No adjustment in the Conversion Rate shall be required unless such adjustment would require a change of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph IV(d)(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustment shall be required and made in accordance with the provisions of this paragraph IV (other than this subparagraph IV(d)(vi)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. All calculations under this paragraph IV shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be.

8

(vii) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers’ certificate setting forth the Conversion Rate after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the cert if certificate, the Company shall prepare a notice of the adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Rate to the holder of each share of Series G Redeemable Convertible Preferred Stock at his last address as shown on the stock books of the Company.

(viii) In any case in which this paragraph IV(d) provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of the event (i) issuing to the holder of any share of Series G Redeemable Convertible Preferred Stock converted after the record date and before the occurrence of the event the additional shares of Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Common Stock issuable upon such conversion before giving effect to the adjustment and (ii) paying to the holder any amount in cash in lieu of any fractional share pursuant to subparagraph IV(c) above.

(e)      If:

(i)      the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of retained earnings); or

(ii)     the Company shall authorize the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(iii)    there shall be any reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value, or from par value to no par value, or from no par value to par value), or any consolidation, merger, or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or transfer of all or substantially all the assets of the Company; or

(iv)   there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series G Redeemable Convertible Preferred Stock at their addresses as shown on the stock books of the Company, at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined or (B) the date on which the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this subparagraph IV(e)

9

(f)       (i)        The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series G Redeemable Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series G Redeemable Convertible Preferred Stock not theretofore converted. For purposes of this subparagraph IV(f), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series G Redeemable Convertible Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

(ii)      Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Series G Redeemable Convertible Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted Conversion Rate.

(iii)     Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Series G Redeemable convertible Preferred Stock, the Company will endeavor, in good faith and as expeditiously as possible, to comply with all federal and state laws and regulations thereunder requiring the registration of those securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(g)      The Company will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series G Redeemable Convertible Preferred Stock pursuant hereto.

10

(h)      In case of any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Common Stock or any sale or transfer of all or substantially all of the assets of the Company, each holder of shares of Series G Redeemable Convertible Preferred Stock then outstanding shall have the right thereafter to convert the shares of Series G Redeemable Convertible Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have been entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Common Stock issuable upon the conversion of the shares of Series G Redeemable Convertible Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer.

V. STATUS

Upon any conversion or redemption of shares of Series G Redeemable Convertible Preferred Stock, the shares of Series G Redeemable Convertible Preferred Stock so converted or redeemed shall have the status of authorized and unissued shares of Preferred Stock, and the number of shares of Preferred Stock which the Company shall have authority to issue shall not be decreased by the conversion, exchange or redemption of shares of Series G Redeemable Convertible Preferred Stock.

VI. VOTING RIGHTS

The holders of shares of Series G Redeemable Convertible Preferred Stock shall have no voting rights whatsoever, except for any voting rights to which they may be entitled under the laws of the State of Delaware.

Notwithstanding the foregoing, so long as any shares of the Series G Redeemable Convertible Preferred Stock remain outstanding, the Company will not, either directly or indirectly or through merger or consolidation with or into any other corporation, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least 66-2/3% in number of shares then outstanding of the Series G Redeemable Convertible Preferred Stock (i) create or issue or increase the authorized number of shares of any class or classes or series of stock ranking prior to or pari passu with the Series G Redeemable Convertible Preferred Stock either as to dividends or upon liquidation, (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation (including this resolution) so as to affect adversely the preferences, special rights or powers of the Series G Redeemable Convertible Preferred Stock or (iii) authorize any reclassification of the Series G Redeemable Convertible Preferred Stock.

11

VII. REDEMPTION BY THE COMPANY

(a)      The shares of Series G Redeemable Convertible Preferred Stock may be redeemed for cash at the option of the Company, in whole, or from time to time in part, on at least five but not more than 60 days’ prior notice mailed to the holders of the shares to be redeemed, at a redemption price per share of $1.00 plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid to the date fixed for redemption.

(b)      If full cumulative dividends on the Series G Redeemable Convertible Preferred Stock have not been paid through the most recent Dividend Payment Date, the Series G Redeemable Convertible Preferred Stock may not be redeemed in part and the Company may not purchase or acquire any shares of the Series G Redeemable Convertible Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series G Redeemable Convertible Preferred Stock. If less than all the outstanding shares of Series G Redeemable convertible Preferred Stock are to be redeemed, the Company will select those to be redeemed by lot or a substantially equivalent method.

(c)      If notice of redemption shall have been given pursuant to this paragraph VII and any holder of shares of Series G Redeemable Convertible Preferred Stock shall, prior to the close of business on the date fixed for redemption, give written notice to the Company pursuant to paragraph IV above of the conversion of any or all of the shares held by the holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then the redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in paragraph IV above.

VIII. MISCELLANEOUS

(a)      Except as otherwise expressly provided, whenever in this resolution notices or other communications are required to be made, delivered or otherwise given to holders of shares of Series G Redeemable Convertible Preferred Stock, the notice or other communication shall be deemed properly given if deposited in the United States mail, postage prepaid, addressed to the persons shown on the books of the Company as such holders at the addresses as they appear in the books of the Company, as of a record date or dates determined in accordance with the Company’s Certificate of Incorporation and Bylaws and applicable law, as in effect from time to time.

(b)      The holders of the Series G Redeemable Convertible Preferred Stock will not have any preemptive right to subscribe for or purchase any shares or any other securities which may be issued by the Company.

12

(c)      Except as may otherwise be required by law, the shares of Series G Redeemable Convertible Preferred Stock shall not have any designations, preferences, limitations or relative rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Certificate of Incorporation.

(d)      The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(e)      If any right, preference or limitation of the Series G Redeemable Convertible Preferred Stock set forth in this resolution (as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

13

IN WITNESS WHEREOF, IPS Health Care, Inc. has caused this certificate to be signed by Norman Hames, its President, and attested by Rebecca Van Harrevelt, its Assistant Secretary, this 22nd day of August 1994.

IPS HEALTH CARE, INC.
By:	/s/ Norman Hames
	Norman Hames
	President

Attest:

/s/ Rebecca Van Harrevelt

Rebecca Van Harrevelt

Asst. Secretary

14

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/23/1994

944157878 - 2224668

CERTIFICATE OF CORRECTION FILED TO CORRECT

CERTAIN ERROR IN THE CERTIFICATE ELIMINATING EACH OF

THE SERIES B, SERIES C, SERIES D AND SERIES D

REDEEMABLE CONVERTIBLE PREFERRED STOCK

OF

IPS HEALTH CARE, INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON AUGUST 22, 1994

IPS Health Care, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY,

1. The name of the corporation is IPS Health Care, Inc. (the “Corporation”).

2. That a Certificate Eliminating each of the Series B, Series C, Series D  and Series E Redeemable Preferred Stock of the Corporation was filed by the Secretary of State of Delaware on August 22, 1994 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

The Certificate Eliminating Each of the Series B, Series C, Series D  and Series E Redeemable Preferred Stock of the Corporation was erroneously executed and filed inaccurately with the Secretary of State of Delaware. This needs to be rendered null and void.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by the President of the Corporation attested by the Assistant Secretary of the Corporation this 23rd day of August, 1994.

IPS HEALTH CARE, INC.,
a Delaware corporation
By:
	Its: PRESIDENT

ATTEST
By:
	ASSISTANT SECRETARY

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:01 AM 08/23/1994

944157879 - 2224668

CERTIFICATE OF CORRECTION FILED TO CORRECT

CERTAIN ERROR IN THE CERTIFICATE OF DESIGNATIONS OF

THE SERIES F

REDEEMABLE CONVERTIBLE PREFERRED STOCK

OF

IPS HEALTH CARE, INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON AUGUST 22, 1994

IPS Health Care, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY,

1. The name of the corporation is IPS Health Care, Inc. (the “Corporation”).

2. That a certificate of Designations of the Series F Redeemable Preferred Convertible Preferred Stock of the Corporation was filed by the Secretary of State of Delaware on August 22, 1994 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

The Certificate at the Designations of the Series F Redeemable Convertible preferred Stock of the Corporation was erroneously executed end filed inaccurately with the Secretary of State of Delaware. This needs to be rendered null and void.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by the President of the corporation and attested by the Assistant Secretary of the Corporation this 23rd day of August, 1994.

IPS HEALTH CARE, INC.,
a Delaware corporation
By:
	Its: PRESIDENT

ATTEST
By:
	ASSISTANT SECRETARY

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:02 AM 06/23/1994

944157884 - 2224668

CERTIFICATE OF CORRECTION FILED TO CORRECT

CERTAIN ERROR IN THE CERTIFICATE OF DESIGNATIONS

OF

THE SERIES G

REDEEMABLE CONVERTIBLE PREFERRED STOCK

OF

IPS HEALTH CARE, INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON AUGUST 22, 1994

IPS Health Care, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY,

1. The name of the corporation is IPS Health Care, Inc. (the “Corporation”).

2. That a Certificate of Designations of the Series G Redeemable Preferred Convertible Preferred Stock of the corporation was filed by the secretary of State of Delaware on August 22, 1994 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the state of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

The Certificate of the Designations of the Series G Redeemable Convertible Preferred Stock of the Corporation was erroneously executed and filed inaccurately with the Secretary of State of Delaware. This needs to be rendered null and void.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by the President of the Corporation and, attested by the Assistant Secretary of the Corporation this 23rd day of August, 1994.

IPS HEALTH CARE, INC.,
a Delaware corporation
By:
	Its: PRESIDENT

ATTEST
By:
	ASSISTANT SECRETARY

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:01 AM 09/02/1994

944165633 - 2224668

CERTIFICATE ELIMINATING EACH OF THE

SERIES B, SERIES C, SERIES D, AND SERIES E

REDEEMABLE CONVERTIBLE PREFERRED STOCK

OF

IPS HEALTH CARE, INC.

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

IPS HEALTH CARE, INC., a corporation organized and existing by virtue of the General Corporation Law of the state of Delaware (the “Corporation”), does hereby certify that the following resolution was duly adopted as of September 2nd, 1994 by the Board of Directors of the Corporation by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware:

RESOLVED that pursuant to the authority expressly granted to and vested in the Board of Directors by the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors hereby states that none of the authorized shares of each of the Series B, Series C, Series D  and Series E Redeemable Convertible Preferred Stock, par value $.01 per share, of the Corporation are outstanding and that none will be issued.

When this certificate becomes effective in accordance with the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, all references in the Corporation’s Certificate of Incorporation to each of the series B, Series C, Series D  and Series E Redeemable Convertible Preferred Stock will be eliminated.

IN WITNESS WHEREOF, the undersigned has signed his name, this 2nd day of September, 1994 and by such act affirms under penalties of perjury, that this instrument constitutes the act and deed of the Corporation and that the facts stated herein are true.

IPS HEALTH CARE, INC.
By:	/s/ Norman Hames
	Norman Hames,
	President

ATTEST:
BY:	/s/ Doris Coogan
	Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:02 AM 09/02/1994

944165634 - 2224668

CERTIFICATE OF DESIGNATIONS

OF THE

SERIES F REDEEMABLE CONVERTIBLE PREFERRED STOCK

($.01 Par Value)

OF

IPS HEALTH CARE, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY that the following resolution was duly adopted as of September 2nd, 1994 by the Board of Directors (the “Board”) of IPS Health Care, Inc., a Delaware corporation (the “Company”), by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation of the company (the “certificate of Incorporation”), the issuance of a series of preferred stock, par value $.01 per share (the “Preferred Stock”), which shall consist of 2,482,000 of the 5,000,000 shares of Preferred Stock which the Company now has authority to issue, be, and the same hereby are, authorized, and the Board hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares (in addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Preferred Stock) as follows:

I. DESIGNATION AND AMOUNT

The total number of shares of Preferred Stock which the Company shall issue hereunder is 2,482,000. These shares of Preferred Stock shall be designated as Series F Redeemable Convertible Preferred Stock, $.01 par value per share.

II. DIVIDENDS AND DISTRIBUTIONS

Holders of Series F Redeemable Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, an annual cash dividend at the Dividend Rate (as hereinafter defined), payable in quarterly installments on July 15, October 15, January 15 and April 15 commencing July 15, 1995 (each a “Dividend Payment Date”) Dividends on the Series F Redeemable Convertible Preferred Stock will be cumulative from the date of initial issuance of shares of Series F Redeemable Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a “Dividend Payment Record Date”). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series F Redeemable Convertible Preferred Stock and the Series G Redeemable Convertible preferred Stock, par value $.01 per share (the “Series G Redeemable Convertible Preferred Stock”), of the Company, all dividends declared upon shares of Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Series F Redeemable Convertible Preferred Stock and the Series G Redeemable Convertible Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series F Redeemable Convertible Preferred Stock shall have been paid, dividends (other than in Common Stock (as defined in paragraph III below), other stock ranking junior to the Series F Redeemable Convertible Preferred Stock and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or on any other stock of the Company ranking junior to or on a parity with the Series F Redeemable Convertible Preferred Stock as to dividends, nor may any Common stock or any other stock of the Company ranking junior to or on a parity with the Series F Redeemable Convertible Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except for repurchases from employees and consultants and except by conversion into or exchange for stock of the Company ranking junior to the Series F Redeemable Convertible Preferred Stock as to dividends). Dividends payable for any partial dividend period shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest As used herein, “Dividend Rate” means (i) for dividends payable on a Dividend Payment Date prior to July 15, 2000, $.05 per share; (ii) for dividends payable on a Dividend Payment Date on or after July 15, 2000 but prior to July 15, 2001, $.07 per share; (iii) for dividends payable on a Dividend Payment Date on or after July 15, 2001 but prior to July 15, 2002, $.085 per share; and (iv) for dividends payable on a Dividend Payment Date on or after July 15, 2002, $.10 per share.

2

III. RANK

The shares of Series F Redeemable Convertible Preferred Stock shall rank prior to the shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”) and of any other class of stock of the Company ranking junior to the Series F Redeemable Convertible Preferred Stock upon liquidation (“Junior Liquidation Stock”), so that in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series F Redeemable Convertible Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any Junior Liquidation Stock, an amount equal to $1.00 per share (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid on the shares of Series F Redeemable Convertible Preferred Stock, as the case may be, to the date of final distribution. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of shares of Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock shall be insufficient to pay in full the preferential amount described in the preceding sentence, then such assets, or the proceeds thereof, shall be distributable among the holders of the Series F Redeemable Convertible Preferred Stock and Series G Redeemable Convertible Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. After payment of the full amount of the Liquidation Preference and accumulated dividends to which holders of shares of Series F Redeemable Convertible Preferred Stock are entitled, the holders of shares of Series F Redeemable Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. For the purposes hereof, neither a consolidation or merger of the Company with or into any other corporation, nor a sale or transfer of all or any part of the Company’s assets for cash or securities, shall be considered a liquidation, dissolution or winding up of the Company.

3

So long as any shares of Series F Redeemable Convertible Preferred Stock remain outstanding, no stock of any class or series of the Company shall rank prior to shares of the Series F Redeemable Convertible Preferred Stock, either as to dividends or upon liquidation. Shares of the Series F Redeemable Convertible Preferred Stock shall rank on a parity, as to dividends or upon liquidation, with shares of the Series G Redeemable Convertible Preferred Stock issued pursuant to a Certificate of Designations dated September 22, 1994.

IV. CONVERSION

(a)       Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of Series F Redeemable Convertible Preferred Stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Common Stock at the rate of one share of Common Stock per 2.482 shares of Series F Redeemable Convertible Preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV(b) below; provided, however, that the right to convert shares of Series F Redeemable Convertible Preferred Stock called for redemption pursuant to paragraph VII below shall terminate at the close of business on the date fixed for such redemption.

(b)      (i)      in order to exercise the conversion privilege, the holder of each share of Series F Redeemable Convertible Preferred Stock to be converted shall surrender the certificate representing such share to the conversion agent for the Series F Redeemable Convertible Preferred Stock designated for such purpose by written notice to the holders of such shares by the Company (which may be the Company itself), with the Notice of Election to Convert on the back of said certificate duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the share of Series F Redeemable Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or his duly authorized attorney. If the Company fails to designate a conversion agent, the conversion agent shall be the Company.

(ii)     The holders of shares of Series F Redeemable Convertible Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of the shares after the Dividend Payment Record Date or the Company’s default in payment of the dividend due on the Dividend Payment Date. The dividend with respect to a share of Series F Redeemable Convertible Preferred Stock called for redemption on a date fixed for redemption between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall be payable on the Dividend Payment Date to the holder of the share of Series F Redeemable Convertible Preferred Stock on the Dividend Payment Record Date notwithstanding the conversion of the share of Series F Redeemable Convertible Preferred Stock after the Dividend Payment Record Date and prior to the Dividend Payment Date. The holders of shares of Series F Redeemable Convertible Preferred Stock on a Dividend Payment Record Date who (or whose transferees) convert any of those shares on or after the corresponding Dividend Payment Date will receive the dividend payable by the Company on those shares of Series F Redeemable Convertible Preferred Stock on the Dividend Payment Date. Except as provided above, neither the Company nor the holder shall make any payment or adjustment for accrued and unpaid dividends on shares of Series F Redeemable Convertible Preferred Stock on conversion of those shares, or for dividends on the shares of Common Stock issued upon the conversion.

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(iii)    As promptly as practicable after the surrender by a holder of the certificates for shares of Series F Redeemable Convertible Preferred Stock in accordance with this subparagraph IV (b), and in any event within three New York Stock Exchange trading days after such surrender, the Company shall issue and shall deliver at the office of the conversion agent to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable upon the conversion of those shares in accordance with the provisions of this paragraph IV, and any fractional interest in respect of a share of Common Stock or other security arising upon the conversion shall be settled as provided in subparagraph IV(c) below.

(iv)    Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock or other securities represented by those certificates at such time on such date and such conversion shall be at the Conversion Rate (as hereinafter defined) in effect at such time on such date, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied. All shares of Common Stock delivered upon conversion of the Series F Redeemable Convertible Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of Series F Redeemable Convertible Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights of a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock or other securities, cash or other assets as herein provided.

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(c)      No fractional shares or securities representing fractional shares of Common Stock shall be issued upon conversion of Series F Redeemable Convertible Preferred Stock. Any fractional interest in a share of Common Stock resulting from conversion of a share of Series F Redeemable Convertible Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (as defined in subparagraph IV(d)(vi) below) of the Common Stock on the Trading Day (as defined in subparagraph IV(d)(v) below) next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon the conversion shall be computed on the basis of the aggregate Liquidation Preference of the shares of Series F Redeemable Convertible Preferred Stock so surrendered.

(d)      (i)       For purposes of this resolution, the Conversion Price shall be one share of Common Stock per 2.482 shares of Series F Redeemable Convertible Preferred Stock, subject in each case to adjustment as provided below.

(ii)     In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such event shall be adjusted so that the holder of any share of Series F Redeemable Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which he would have owned or have been entitled to receive after the happening of such event had the share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph IV(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in subparagraph IV(d)(viii) below, and shall become effective immediately after the effective date in the case of subdivision or combination. If any dividend or distribution is not paid or made, the Conversion Price then in effect shall be appropriately readjusted.

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(iii)     In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined in subparagraph. IV(d)(v) below) of the Common Stock at the record date for the determination of stockholders entitled to receive the rights or warrants, the Conversion Price in effect immediately prior to the issuance of such rights or warrants shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. The adjustment provided for in this subparagraph IV(d)(iii) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph IV(d)(viii) below after such record date. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

(iv)    In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subparagraph IV(d)(iii) above) then, in each such case, the Conversion Rate shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of the distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in subparagraph IV(d) below, after the record date for the determination of shareholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Rate then in effect shall be appropriately readjusted.

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(v)      For the purpose of any computation hereunder, the “Current Market Price” of the Common Stock at any date shall be the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The last reported sale price for each day shall be (A) the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc. (the “NASDAQ System”), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (B) if not quoted as described in clause (A), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days, or (C) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (B) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (C) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term “Trading Days” means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the National Quotation Bureau Incorporated, or (z) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

(vi)     No adjustment in the Conversion Rate shall be required unless such adjustment would require a change of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph IV(d)(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustment shall be required and made in accordance with the provisions of this paragraph IV (other than this subparagraph IV(d)(vi)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. All calculations under this paragraph IV shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be.

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(vii)    Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers’ certificate setting forth the Conversion Rate after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Company shall prepare a notice of the adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Rate to the holder of each share of Series F Redeemable Convertible Preferred Stock at his last address as shown on the stock books of the Company.

(viii)   In any case in which this paragraph IV(d) provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of the event (i) issuing to the holder of any share of Series F Redeemable Convertible Preferred Stock converted after the record date and before the occurrence of the event the additional shares of Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Common Stock issuable upon such conversion before giving effect to the adjustment and (ii) paying to the holder any amount in cash in lieu of any fractional share pursuant to subparagraph IV(c) above.

(e)      If:

(i)       the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of retained earnings); or

(ii)     the Company shall authorize the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(iii)    there shall be any reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value, or from par value to no par value, or from no par value to par value), or any consolidation, merger, or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or transfer of all or substantially all the assets of the Company; or

(iv)    there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series F Redeemable Convertible Preferred Stock at their addresses as shown on the stock books of the Company, at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined or (B) the date on which the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this subparagraph IV(e).

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(f)       (i)     The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series F Redeemable Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series F Redeemable Convertible Preferred Stock not theretofore converted. For purposes of this subparagraph IV(f), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series F Redeemable Convertible Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

(ii)    Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Series F Redeemable Convertible Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted Conversion Rate.

(iii)    Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Series F Redeemable Convertible Preferred Stock, the Company will endeavor, in good faith and as expeditiously as possible, to comply with all federal and state laws and regulations thereunder requiring the registration of those securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(g)      The Company will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series F Redeemable Convertible Preferred Stock pursuant hereto.

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(h)      In case of any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Common Stock or any sale or transfer of all or substantially all of the assets of the Company, each holder of shares of Series F Redeemable Convertible Preferred Stock then outstanding shall have the right thereafter to convert the shares of Series F Redeemable Convertible Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have been entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Common Stock issuable upon the conversion of the shares of Series F Redeemable Convertible Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer.

V. STATUS

Upon any conversion or redemption of shares of Series F Redeemable Convertible Preferred Stock, the shares of Series F Redeemable Convertible Preferred Stock so converted or redeemed shall have the status of authorized and unissued shares of Preferred Stock, and the number of shares of Preferred Stock which the Company shall have authority to issue shall not be decreased by the conversion, exchange or redemption of shares of Series F Redeemable Convertible Preferred Stock.

VI. VOTING RIGHTS

The holders of shares of Series F Redeemable Convertible Preferred Stock shall have no voting rights whatsoever, except for any voting rights to which they may be entitled under the laws of the State of Delaware.

Notwithstanding the foregoing, so long as any shares of the Series F Redeemable Convertible Preferred Stock remain outstanding, the Company will not, either directly or indirectly or through merger or consolidation with or into any other corporation, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least 66-2/3% in number of shares then outstanding of the Series F Redeemable Convertible Preferred Stock (i) create or issue or increase the authorized number of shares of any class or classes or series of stock ranking prior to or pari passu with the Series F Redeemable Convertible Preferred Stock either as to dividends or upon liquidation, (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation (including this resolution) so as to affect adversely the preferences, special rights or powers of the Series F Redeemable Convertible Preferred Stock or (iii) authorize any reclassification of the Series F Redeemable Convertible Preferred Stock.

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VII. REDEMPTION BY THE COMPANY

(a)     The shares of Series F Redeemable Convertible Preferred Stock may be redeemed for cash at the option of the Company, in whole, or from time to time in part, on at least five but not more than 60 days’ prior notice mailed to the holders of the shares to be redeemed, at a redemption price per share of $1.00 plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid to the date fixed for redemption.

(b)     If full cumulative dividends on the Series F Redeemable Convertible Preferred Stock have not been paid through the most recent Dividend Payment Date, the Series F Redeemable Convertible Preferred Stock may not be redeemed in part and the Company may not purchase or acquire any shares of the Series F Redeemable Convertible Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series F Redeemable Convertible Preferred Stock. If less than all the outstanding shares of Series F Redeemable Convertible Preferred Stock are to be redeemed, the Company will select those to be redeemed by lot or a substantially equivalent method.

(c)     If notice of redemption shall have been given pursuant to this paragraph VII and any holder of shares of Series F Redeemable Convertible Preferred Stock shall, prior to the close of business on the date fixed for redemption, give written notice to the Company pursuant to paragraph IV above of the conversion of any or all of the shares held by the holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then the redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in paragraph IV above.

VIII. MISCELLANEOUS

(a)     Except as otherwise expressly provided, whenever in this resolution notices or other communications are required to be made, delivered or otherwise given to holders of shares of Series F Redeemable Convertible Preferred Stock, the notice or other communication shall be deemed properly given if deposited in the United States mail, postage prepaid, addressed to the persons shown on the books of the Company as such holders at the addresses as they appear in the books of the Company, as of a record date or dates determined in accordance with the Company’s Certificate of Incorporation and Bylaws and applicable law, as in effect from time to time.

(b)     The holders of the Series F Redeemable Convertible Preferred Stock will not have any preemptive right to subscribe for or purchase any shares or any other securities which may be issued by the Company.

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(c)     Except as may otherwise be required by law, the shares of Series F Redeemable Convertible Preferred Stock shall not have any designations, preferences, limitations or relative rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Certificate of Incorporation.

(d)    The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(e)    If any right, preference or limitation of the Series F Redeemable Convertible Preferred Stock set forth in this resolution (as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

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IN WITNESS WHEREOF, IPS Health Care, Inc. has caused this certificate to be signed by Norman Hames, its President, and attested by __________, its Secretary, this 2nd day of September 1994.

IPS HEALTH CARE, INC.
By:	/s/ Norman Hames
	Norman Hames,
	President

Attest:

/s/ Doris Coogan

Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:03 AM 09/02/1994

944165636 - 2224668

CERTIFICATE OF DESIGNATIONS

OF THE

SERIES G REDEEMABLE CONVERTIBLE PREFERRED STOCK

($.01 Par Value)

OF

IPS HEALTH CARE, INC.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY that the following resolution was duly adopted as of September 2nd, 1994 by the Board of Directors (the “Board”) of IPS Health Care, Inc., a Delaware corporation (the “Company”), by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the issuance of a series of preferred stock, par value $.01 per share (the “Preferred Stock”), which shall consist of 2,000,000 of the 5,000,000 shares of Preferred Stock which the Company now has authority to issue, be, and the same hereby are, authorized, and the Board hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of the shares (in addition to the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Preferred Stock) as follows:

I. DESIGNATION AND AMOUNT

The total number of shares of Preferred Stock which the Company shall issue hereunder is 2,000,000. These shares of Preferred Stock shall be designated as Series G Redeemable Convertible Preferred Stock, $.01 par value per share.

II. DIVIDENDS AND DISTRIBUTIONS

Holders of Series G Redeemable Convertible Preferred Stock will be entitled to receive, when, as and if declared by the Board out of funds of the Company legally available therefor, an annual cash dividend at the Dividend Rate (as hereinafter defined), payable in quarterly installments on July 15, October 15, January 15 and April 15 commencing July 15, 1995 (each a "Dividend Payment Date"). Dividends on the Series G Redeemable Convertible Preferred Stock will be cumulative from the date of initial issuance of shares of Series G Redeemable Convertible Preferred Stock. Dividends will be payable to holders of record as they appear on the stock books of the Company on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board (each a "Dividend Payment Record Date"). No Dividend Payment Record Date shall precede the date upon which the resolution fixing the Dividend Payment Record Date is adopted. If dividends are not paid in full upon the Series G Redeemable Convertible Preferred Stock and the Series F Redeemable Convertible Preferred Stock, par value $.01 per share (the “Series F Redeemable Convertible Preferred Stock”), of the Company, all dividends declared upon shares of Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Series G Redeemable Convertible Preferred Stock and the Series F Redeemable Convertible Preferred Stock shall bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock bear to each other. Except as set forth in the preceding sentence, unless full cumulative dividends on the Series G Redeemable Convertible Preferred Stock shall have been paid, dividends (other than in Common Stock (as defined in paragraph III below), other stock ranking junior to the Series G Redeemable Convertible Preferred Stock and rights to acquire the foregoing) may not be paid or declared and set aside for payment and other distributions may not be made upon the Common Stock or on any other stock of the Company ranking junior to or on a parity with the Series G Redeemable Convertible Preferred Stock as to dividends, nor may any Common Stock or any other stock of the Company ranking junior to or on a parity with the Series G Redeemable Convertible Preferred Stock as to dividends be redeemed, purchased or otherwise acquired for any consideration by the Company (except for repurchases from employees and consultants and except by conversion into or exchange for stock of the Company ranking junior to the Series G Redeemable Convertible Preferred Stock as to dividends). Dividends payable for any partial dividend period shall be calculated on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid dividends shall not bear interest. As used herein, "Dividend Rate" means (i) for dividends payable on a Dividend Payment Date prior to July 15, 2000, $.05 per share; (ii) for dividends payable on a Dividend Payment Date on or after July 15, 2000 but prior to July 15, 2001, $.07 per share; (iii) for dividends payable on a Dividend Payment Date on or after July 15, 2001 but prior to July 15, 2002, $.085 per share; and (iv) for dividends payable on a Dividend Payment Date on or after July 15, 2002, $.10 per share.

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III. RANK

The shares of Series G Redeemable Convertible Preferred Stock shall rank prior to the shares of the Company’s Common Stock, par value $.01 per share (the "Common Stock") and of any other class of stock of the Company ranking junior to the Series G Redeemable Convertible Preferred Stock upon liquidation ("Junior Liquidation Stock"), so that in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series G Redeemable Convertible Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, before any distribution is made to holders of shares of Common Stock or any Junior Liquidation Stock, an amount equal to $1.00 per share (the "Liquidation Preference") plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid on the shares of Series G Redeemable Convertible Preferred Stock, as the case may be, to the date of final distribution. If, upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable among the holders of shares of Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock shall be insufficient to pay in full the preferential amount described in the preceding sentence, then such assets, or the proceeds thereof, shall be distributable among the holders of the Series G Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. After payment of the full amount of the Liquidation Preference and accumulated dividends to which holders of shares of Series G Redeemable Convertible Preferred Stock are entitled, the holders of shares of Series G Redeemable Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets by the Company. For the purposes hereof, neither a consolidation or merger of the Company with or into any other corporation, nor a sale or transfer of all or any part of the Company’s assets for cash or securities, shall be considered a liquidation, dissolution or winding up of the Company.

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So long as any shares of Series G Redeemable Convertible Preferred Stock remain outstanding, no stock of any class or series of the Company shall rank prior to shares of the Series G Redeemable Convertible Preferred Stock, either as to dividends or upon liquidation. Shares of the Series G Redeemable Convertible Preferred Stock shall rank on a parity, as to dividends or upon liquidation, with shares of the Series F Redeemable Convertible Preferred Stock issued pursuant to a Certificate of Designations dated September 22, 1994.

IV. CONVERSION

(a)     Subject to and upon compliance with the provisions of this paragraph IV, the holder of any shares of Series G Redeemable Convertible Preferred Stock shall have the right, at his option, at any time, to convert the shares into fully paid and nonassessable shares of Common stock at the rate of one share of Common Stock per 2.0 shares of Series G Redeemable Convertible Preferred Stock, subject to adjustment as presented below, by surrendering the shares to be converted, in the manner provided in subparagraph IV (b) below; provided, however, that the right to convert shares of Series G Redeemable Convertible Preferred Stock called for redemption pursuant to paragraph VII below shall terminate at the close of business on the date fixed for such redemption.

(b)       (i)       In order to exercise the conversion privilege, the holder of each share of Series G Redeemable Convertible Preferred Stock to be converted shall surrender the certificate representing such share to the conversion agent for the Series G Redeemable Convertible Preferred Stock designated for such purpose by written notice to the holders of such shares by the Company (which may be the Company itself), with the Notice of Election to Convert on the back of said certificate duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the share of Series G Redeemable Convertible Preferred Stock is registered, each share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the holder or his duly authorized attorney. If the Company fails to designate a conversion agent, the conversion agent shall be the Company.

(ii)      The holders of shares of Series G Redeemable Convertible Preferred Stock at the close of business on a Dividend Payment Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of the shares after the Dividend Payment Record Date or the Company’s default in payment of the dividend due on the Dividend Payment Date. The dividend with respect to a share of Series G Redeemable Convertible Preferred Stock called for redemption on a date fixed for redemption between the close of business on any Dividend Payment Record Date and the opening of business on the corresponding Dividend Payment Date shall be payable on the Dividend Payment Date to the holder of the share of Series G Redeemable Convertible Preferred Stock on the Dividend Payment Record Date notwithstanding the conversion of the share of Series G Redeemable Convertible Preferred Stock after the Dividend Payment Record Date and prior to the Dividend Payment Date. The holders of shares of Series G Redeemable Convertible Preferred Stock on a Dividend Payment Record Date who (or whose transferees) convert any of those shares on or after the corresponding Dividend Payment Date will receive the dividend payable by the Company on those shares of Series G Redeemable Convertible Preferred Stock on the Dividend Payment Date. Except as provided above, neither the Company nor the holder shall make any payment or adjustment for accrued and unpaid dividends on shares of Series G Redeemable Convertible Preferred Stock on conversion of those shares, or for dividends on the shares of Common Stock issued upon the conversion.

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(iii)     As promptly as practicable after the surrender by a holder of the certificates for shares of Series G Redeemable Convertible Preferred Stock in accordance with this subparagraph IV(b), and in any event within three New York Stock Exchange trading days after such surrender, the Company shall issue and shall deliver at the office of the conversion agent to the holder, or on his written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable upon the conversion of those shares in accordance with the provisions of this paragraph IV, and any fractional interest in respect of a share of Common Stock or other security arising upon the conversion shall be settled as provided in subparagraph IV(c) below.

(iv)     Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock or other securities represented by those certificates at such time on such date and such conversion shall be at the Conversion Rate (as hereinafter defined) in effect at such time on such date, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which all of the conditions specified in subparagraph IV(b)(i) above shall have been satisfied. All shares of Common Stock delivered upon conversion of the Series G Redeemable Convertible Preferred Stock will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to any preemptive rights. Upon the surrender of certificates representing shares of Series G Redeemable Convertible Preferred Stock to be converted, the shares shall no longer be deemed to be outstanding and all rights of a holder with respect to the shares surrendered for conversion shall immediately terminate except the right to receive the Common Stock or other securities, cash or other assets as herein provided.

5

(c)       No fractional shares or securities representing fractional shares of Common Stock shall be issued upon conversion of Series G Redeemable Convertible Preferred Stock. Any fractional interest in a share of Common Stock resulting from conversion of a share of Series G Redeemable Convertible Preferred Stock shall be paid in cash (computed to the nearest cent) based on the Current Market Price (as defined in subparagraph IV(d)(vi) below) of the Common Stock on the Trading Day (as defined in subparagraph IV(d)(v) below) next preceding the day of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon the conversion shall be computed on the basis of the aggregate liquidation Preference of the shares of Series G Redeemable Convertible Preferred Stock so surrendered.

(d)       (i)     For purposes of this resolution, the Conversion Price shall be one share of Common Stock per 2.480 shares of Series G Redeemable Convertible Preferred Stock, subject in each case to adjustment as provided below.

(ii)    In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such event shall be adjusted so that the holder of any share of Series G Redeemable Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which he would have owned or have been entitled to receive after the happening of such event had the share been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph IV(d)(ii) shall become effective immediately after the record date in the case of a dividend or distribution except as provided in subparagraph IV(d)(viii) below, and shall become effective immediately after the effective date in the case of subdivision or combination. If any dividend or distribution is not paid or made, the Conversion Price then in effect shall be appropriately readjusted.

6

(iii)  In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Stock at a price per share less than the Current Market Price (as defined in subparagraph IV(d)(v) below) of the Common Stock at the record date for the determination of stockholders entitled to receive the rights or warrants, the Conversion Price in effect immediately prior to the issuance of such rights or warrants shall be adjusted so that it shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of the rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of the rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. The adjustment provided for in this subparagraph IV(d)(iii) shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph IV(d)(viii) below after such record date. In determining whether any rights or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at less than the Current Market Price, and in determining the aggregate offering price of the shares of Common Stock so offered, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board (whose determination, if made in good faith, shall be conclusive). If any or all of such rights or warrants are not so issued or expire or terminate without having been exercised, the Conversion Price then in effect shall be appropriately readjusted.

(iv)  In case the Company shall distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in subparagraph IV(d)(iii) above) then, in each such case, the Conversion Rate shall be adjusted so that it shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the date of the distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board, whose determination, if made in good faith, shall be conclusive) of the portion of the capital stock or assets or evidences of indebtedness so distributed, or of the rights or warrants so distributed, with respect to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on the record date. Such adjustment shall become effective immediately, except as provided in subparagraph IV(d) below, after the record date for the determination of shareholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights or warrants expire or terminate without having been exercised, the Conversion Rate then in effect shall be appropriately readjusted.

7

(v)   For the purpose of any computation hereunder, the “Current Market Price” of the Common Stock at any date shall be the average of the last reported sale prices per share for the ten consecutive Trading Days (as defined below) preceding the date of such computation. The last reported sale price for each day shall be (A) the last reported sale price of the Common Stock on the Automated Quotation System of the National Association of Securities Dealers, Inc. (the “NASDAQ System”), or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (B) if not quoted as described in clause (A), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days, or (C) if the Common Stock is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of the Common Stock on the principal securities exchange on which the Common Stock is listed. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (B) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (C) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term “Trading Days” means (x) if the Common Stock is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the National Quotation Bureau Incorporated, or (z) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

(vi)  No adjustment in the Conversion Rate shall be required unless such adjustment would require a change of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph IV(d)(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, further, that adjustment shall be required and made in accordance with the provisions of this paragraph IV (other than this subparagraph IV(d)(vi)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of shares of Common Stock. All calculations under this paragraph IV shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be.

8

(vii) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the conversion agent an officers’ certificate setting forth the Conversion Rate after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Company shall prepare a notice of the adjustment of the conversion Rate setting forth the adjusted Conversion Rate and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the Conversion Rate to the holder of each share of Series G Redeemable Convertible Preferred Stock at his last address as shown on the stock books of the Company.

(viii) In any case in which this paragraph iv(d) provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of the event (i) issuing to the holder of any share of Series G Redeemable Convertible Preferred Stock converted after the record date and before the occurrence of the event the additional shares of Common Stock issuable upon the conversion by reason of the adjustment required by the event over and above the Common Stock issuable upon such conversion before giving effect to the adjustment and (ii) paying to the holder any amount in cash in lieu of any fractional share pursuant to subparagraph IV(c) above.

(e)       If:

(i)    the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of retained earnings); or

(ii)   the Company shall authorize the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or

(iii)  there shall be any reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value, or from par value to no par value, or from no par value to par value), or any consolidation, merger, or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or transfer of all or substantially all the assets of the Company; or

(iv)  there shall be a voluntary or an involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the conversion agent, and shall cause to be mailed to the holders of shares of the Series G Redeemable Convertible Preferred Stock at their addresses as shown on the stock books of the Company, at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of the dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to the dividend, distribution or rights or warrants are to be determined or (B) the date on which the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon the reclassification, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice or any defect in the notice shall not affect the legality or validity of the proceedings described in this subparagraph IV(e).

9

(f)        (i)    The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of the Series G Redeemable Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series G Redeemable Convertible Preferred Stock not theretofore converted. For purposes of this subparagraph IV(f), the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding shares of Series G Redeemable Convertible Preferred Stock shall be computed as if at the time of computation all the outstanding shares were held by a single holder.

(ii)   Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Series G Redeemable Convertible Preferred Stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the adjusted conversion Rate.

(iii) Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Series G Redeemable Convertible Preferred Stock, the Company will endeavor, in good faith and as expeditiously as possible, to comply with all federal and state laws and regulations thereunder requiring the registration of those securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(g)      The Company will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series G Redeemable Convertible Preferred Stock pursuant hereto.

10

(h)      In case of any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with or into, any other entity that results in a reclassification, change, conversion, exchange or cancellation of outstanding shares of Common Stock or any sale or transfer of all or substantially all of the assets of the Company, each holder of shares of Series G Redeemable Convertible Preferred Stock then outstanding shall have the right thereafter to convert the shares of Series G Redeemable Convertible Preferred Stock held by the holder into the kind and amount of securities, cash and other property which the holder would have been entitled to receive upon such reclassification, change, consolidation, merger, sale or transfer if the holder had held the Common Stock issuable upon the conversion of the shares of Series G Redeemable Convertible Preferred Stock immediately prior to the reclassification, change, consolidation, merger, sale or transfer.

V. STATUS

Upon any conversion or redemption of shares of Series G Redeemable Convertible Preferred Stock, the shares of Series G Redeemable Convertible Preferred Stock so converted or redeemed shall have the status of authorized and unissued shares of Preferred Stock, and the number of shares of Preferred Stock which the Company shall have authority to issue shall not be decreased by the conversion, exchange or redemption of shares of Series G Redeemable Convertible Preferred Stock.

VI. VOTING RIGHTS

The holders of shares of Series G Redeemable Convertible Preferred Stock shall have no voting rights whatsoever, except for any voting rights to which they may be entitled under the laws of the State of Delaware.

Notwithstanding the foregoing, so long as any shares of the Series G Redeemable Convertible Preferred Stock remain outstanding, the Company will not, either directly or indirectly or through merger or consolidation with or into any other corporation, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least 66-2/3% in number of shares then outstanding of the Series G Redeemable Convertible Preferred Stock (i) create or issue or increase the authorized number of shares of any class or classes or series of stock ranking prior to or pari passu with the Series G Redeemable Convertible Preferred Stock either as to dividends or upon liquidation, (ii) amend, alter or repeal any of the provisions of the Certificate of Incorporation (including this resolution) so as to affect adversely the preferences, special rights or powers of the Series G Redeemable Convertible Preferred Stock or (iii) authorize any reclassification of the Series G Redeemable Convertible Preferred Stock.

11

VII.       REDEMPTION BY THE COMPANY

(a)        The shares of Series G Redeemable Convertible Preferred Stock may be redeemed for cash at the option of the Company, in whole, or from time to time in part, on at least five but not more than 60 days’ prior notice mailed to the holders of the shares to be redeemed, at a redemption price per share of $1.00 plus an amount equal to all dividends (whether or not earned or declared) accumulated and unpaid to the date fixed for redemption.

(b)        If full cumulative dividends on the Series G Redeemable Convertible Preferred Stock have not been paid through the most recent Dividend Payment Date, the Series G Redeemable Convertible Preferred Stock may not be redeemed in part and the Company may not purchase or acquire any shares of the Series G Redeemable Convertible Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series G Redeemable Convertible Preferred Stock. If less than all the outstanding shares of Series G Redeemable convertible Preferred Stock are to be redeemed, the Company will select those to be redeemed by lot or a substantially equivalent method.

(c)        If notice of redemption shall have been given pursuant to this paragraph VII and any holder of shares of Series G Redeemable Convertible Preferred Stock shall, prior to the close of business on the date fixed for redemption, give written notice to the Company pursuant to paragraph IV above of the conversion of any or all of the shares held by the holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Company), then the redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in paragraph IV above.

VIII.                      MISCELLANEOUS

(a)       Except as otherwise expressly provided, whenever in this resolution notices or other communications are required to be made, delivered or otherwise given to holders of shares of Series G Redeemable Convertible Preferred Stock, the notice or other communication shall be deemed properly given if deposited in the United States mail, postage prepaid, addressed to the persons shown on the books of the Company as such holders at the addresses as they appear in the books of the Company, as of a record date or dates determined in accordance with the Company’s Certificate of Incorporation and Bylaws and applicable law, as in effect from time to time.

(b)        The holders of the Series G Redeemable Convertible Preferred Stock will not have any preemptive right to subscribe for or purchase any shares or any other securities which may be issued by the Company.

12

(c)       Except as may otherwise be required by law, the shares of Series G Redeemable Convertible Preferred Stock shall not have any designations, preferences, limitations or relative rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Certificate of Incorporation.

(d)        The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(e)        if any right, preference or limitation of the Series G Redeemable Convertible Preferred Stock set forth in this resolution (as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule or law or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

13

IN WITNESS WHEREOF, IPS Health Care, Inc. has caused this certificate to be signed by Norman Hames, its President, and attested by _____________, its Secretary, this 2nd day of September 1994.

IPS HEALTH CARE, INC.
By:	/s/ Norman Hames
	Norman Hames,
	President

Attest:

/s/ Doris Coogan

Secretary

14

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 10/05/1994

944188975 - 2224668

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IPS HEALTH CARE, INC.

*******************

IPS HEALTH CARE, INC., a corporation organized and existing under an by virtue, of the General Corporation Law of the State of Delaware (the “Corporation”).

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by a unanimous written consent of its members, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declared said amendment to be advisable and in the best interests of the Corporation and called for said amendment to be submitted to the holders of the outstanding shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”), for adoption thereof by written consent in accordance with Section 228(a) of the General Corporation Law of the State of Delaware. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the certificate of Incorporation of the Corporation be amended by changing the Article First thereof so that, as amended, said Article shall be and read as follows:

“FIRST:

The name of the corporation is:

Diagnostic Imaging Services, Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the holders of the outstanding Common Stock (being the only class of capital stock issued and outstanding entitled to vote thereon) of the Corporation have given their written consent to said amendment in accordance with the provisions of Section 228(a) of the General Corporation Law of the state of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, IPS HEALTH CARE, INC. has caused this Certificate of Amendment to be signed by Norman Hames, its President, and attested by Doris Coogan, its Secretary, on this 4 day of October, 1994.

IPS HEALTH CARE, INC.
By:	/s/ Norman Hames
	Norman Hames
	President

ATTESTED
By:	/s/ Doris Coogan
	Doris Coogan
	Secretary

State of Delaware - Division of Corporations

FAX DOCUMENT FILING SHEET

¨	¨	¨	■	¨	o	¨
Priority l (One hr)	Priority 2 (Two Hr.)	Priority 3 (Same Day)	Priority 4 (24 Hour)	Priority 5 (Must Approval)	Priority 6 (Reg. Approval)	Priority 7 (Reg. Work)

DATE SUBMITTED	2/17/04
REQUESTOR NAME	INCORPORATING SERVICES, LTD.	FILE DATE 2/17/04
ADDRESS	15 EAST NORTH STREET	FILE TIME ________________
	DOVER, DE 19901
ATTN.	DEBBIE A. WILLIAMS
PHONE	(302) 678-0855

NAME of COMPANY/ENTITY Diagnostic Imaging Services Inc. (SURV)           

Dis Acquisition Corp 3747902                              

040110062		9008413
SRV NUMBER	FILE NUMBER	FILER’S NUMBER	RESERVATION NO.

TYPE OF DOCUMENT   Ownership DOCUMENT CODE 0250

CHANGE of NAME ___________ CHANGE of AGENT/OFFICE  CHANGE OF STOCK _________

CORPORATIONS		METHOD of RETURN
FRANCHISE TAX YEAR_____	$ _________	________ MESSENGER/PICKUP
FILING FEE	$ _________	________ FED. EXPRESS Acct.# ________
CERTIFIED COPIES - NO.    1	$ _________	________ REGULAR MAIL
EXPEDITED FEES	$ _________	________ FAX No.  __________
		________ OTHER ____________
RECORDER FEES - add $9.00 per	$ _________
page after 1st page		COMMENTS/FILING INSTRUCTIONS
APOSTILLES _______________	$ _________	Please suspend to Customer Service for Annual Reports
country                 TOTAL	$ _________

CREDIT CARD CHARGES
You have my authorization to charge my credit card for this service:
__________-__________-__________-__________	Exp. Date ________________
Signature	Printed Name

AGENT USE ONLY	INSTRUCTIONS
	1.	Fully shade in the required Priority square using a dark pencil or marker, staying within the square.
	2.	Each request must be submitted as a separate item, with its own Filling sheet as the FIRST PAGE.

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:51 PM 02/17/2004

FILED 04:51 PM 02/17/2004

SRV 040110062 - 2224668 FILE

CERTIFICATE OF OWNERSHIP AND MERGER MERGING

DIS ACQUISITION CORP.

INTO

DIAGNOSTIC IMAGING SERVICES, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

DIS Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware.

DOBS HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 2nd day of January, 2004, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns at least ninety percent (90%) of the outstanding shares of the common stock, $,01 par value per share, of Diagnostic Imaging Services, Inc., a corporation incorporated on the 13th day of March, 1990, pursuant to the General Corporation Law of the State of Delaware, and having no class of stock outstanding other than said common stock.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of the members thereof, filed with the minutes of the Board, pursuant to Section 141(t) of the Delaware General Corporation Law on January 2, 2004, determined to, and effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware does, merge itself into said Diagnostic Imaging Services, Inc.:

WHEREAS, this corporation is the legal and beneficial owner of at least ninety percent (90%) of the outstanding shares of common stock, $.01 par value per share (“Common Stock”) of Diagnostic, Imaging Services, Inc., a Delaware corporation (“DIS”); and

WHEREAS, said Common Stock is the only issued and outstanding class of stock of DIS; and

WHEREAS, this corporation desires to merge itself into DIS pursuant to the provisions of Section 253 of the Delaware General Corporation Law;

NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing of an appropriate Certificate of Ownership and Merger embodying these resolutions with the Secretary of State of Delaware (but subject to the approval of the sole stockholder of this corporation) this corporation merge and it hereby docs merge itself into DIS which will assume all of the obligations of this corporation; and

RESOLVED, that the terms and conditions of the merger are as follows:

Upon the proposed merger becoming effective, (i) each outstanding share of Common Stock held of record by stockholders other than this corporation shall cease to be outstanding, and such stockholders of record shall be entitled to receive from DIS as the surviving corporation in the merger, the sum of $0.05 in cash for each such share upon surrender to DIS, which is hereby appointed paying agent for such purpose, of their certificates formerly representing ownership of Common Stock; (ii) each outstanding share of Common Stock owned of record by this corporation shall cease to be outstanding, without any payment being made in respect thereof; arid (iii) each share of the common stock of this corporation shall be converted into one (1) share of Common Stock, certificates for which shall be issued to the sole stockholder of this corporation upon surrender to DIS of such stockholder's certificate formerly representing such shares of common stock of this corporation; and

RESOLVED, that this proposed merger be submitted to the sole stockholder of this corporation and that upon receiving the unanimous written consent of such stockholder the proposed merger shall be approved; and

RESOLVED, that DIS as the surviving corporation in the merger, shall notify each stockholder of record of said DIS within ten (10) days after the effective date of the merger that the merger has become effective; and

RESOLVED, that the President and any Vice President of this corporation be and each hereby is authorized to make and execute, and the Secretary or any Assistant Secretary be and each hereby is authorized to attest, a Certificate of Ownership and Merger setting forth a copy of these resolutions providing for the merger of this corporation into DIS and the date of adoption hereby and to cause the same to be filed with the Secretary of State of Delaware and to do all acts and things, whatsoever, whether within or without the State of Delaware, which may be in any way necessary or appropriate to effect said merger.

FOURTH: That the merger has been approved by the holder of all of the outstanding stock of this corporation entitled to vote thereof by unanimous written consent without a meeting in accordance with Section 228 of the Delaware General Corporation Law.

2

IN WITNESS WHEREOF, said DIS Acquisition Corp. has caused this Certificate to be signed by Norman R. Hames, its authorized officer, this 9th day of February, 2004.

DIS ACQUISITION CORP.
By:	/s/ Norman R. Hames
	Norman R. Hames, President

ATTESTED:
By:	/s/ Howard G Berger, M.D.
	Howard G Berger, M.D., Secretary

3

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 04/30/2007

FILED 08:51 PM 04/30/2007

SRV 070497710 - 2224668 FILE

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

DIAGNOSTIC IMAGING SERVICES, INC.

Diagnostic Imaging Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation),

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by a unanimous written consent of its members, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declared said amendment to be advisable and in the best interests of the Corporation and called for said amendment to be submitted to the holders of the outstanding shares of the Corporation for adoption thereof by written consent in accordance with Section 228(a) of the General Corporation Law of the State of Delaware. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article FOURTH thereof so that, as amended, said Article shall be and read as follows:

“FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Ten Thousand (10,000), the par value for each such share being $0.0001. For every Two Thousand (2,000) shares currently outstanding, the shareholder shall be re-issued one (1) share of the Corporation.”

SECOND: That in lieu of a meeting, the sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Sections 222 and 228(a) of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Diagnostic Imaging Services, Inc. has caused this Certificate of Amendment to be signed by Norman Hames, its President, and attested by Howard G. Berger, M.D., its Secretary, on this 23 day of April, 2007.

DIAGNOSTIC IMAGING SERVICES, INC.
By:	/s/ Norman Hames
	Norman Hames
	President

ATTESTED
By:	/s/ Howard G. Berger, M.D.
	Howard G. Berger, M.D. Secretary

EX-3.35

BY-LAWS

OF

IPS HEALTH CARE, INC.

ARTICLE 1

OFFICES

Section 1. Principal Offices. The principal offices or shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. Other Offices. The corporation may also have offices at such other place both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Annual Meeting. The Annual Meeting of shareholders shall be held on the first Monday in February, if not a legal holiday, then on the next secular day following, at 10:00 a.m., such meeting shall be within or without the State of Delaware, at which meeting they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may be convenient.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning ten percentum in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

EXHIBIT B

Section 3. Notice. Written notice of the annual or special meeting shall be given to each stockholder entitled to vote thereat, in person or by mailing to him at his last known address, not less than 10 nor more than 60 days before the date of meeting, unless such notice is waived in writing by each stockholder entitled thereto.

Section 4. Stockholder List. The officer who has charge of the stock ledger of the corporation shall, not less than 10 nor more than 60 days prior to any election of directors, prepare a list of all stockholders of record (the date of such list being hereafter referred to as the (“record date”), which list shall be in alphabetical order and shall show the address and number of shares registered in the name of each such stockholder. At such election, each stockholder of record on the record date shall be entitled to vote the shares owned by him, as discussed by such list, irrespective of any transfers thereof subsequent to the record date. Such list shall also govern the voting of shares; provided, however, that the Board of Directors may, but shall not be required to, fix a new record date for any adjourned meeting. Such list shall be open to the examination of any stockholder or his duly authorized legal representative, during ordinary business hours, for a period of at least 10 days prior to the election, either at a place within the city, town or village where the election is to be held, and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and shall be subject to the inspection of any stockholder who may be present.

Section 5. Quorum. The holders of 50% of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presented or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

- 2 - -

Section 6. Voting. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from the date, unless the proxy provides for a longer period.

Section 7. Written Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes, of the certificate of incorporation, or of these by-laws, such meeting and vote of stockholders may be dispensed with if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

Section 1. Number. The minimum number of directors which shall constitute the whole Board of Directors shall be one. The number of directors to constitute the Board of Directors shall be decided and the directors shall be elected at the annual or special meeting of the stockholders, (except as provided in Section 2 of this Article), and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3. Duties of Directors. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

- 3 - -

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the stockholders. In the event such meeting is not held immediately following the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Special Meetings. Special meetings of the board may be called by the President with notice to each of the directors as provided in Section 7 of Article III hereof; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two directors.

Section 7. Notice. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Notice of meetings other than regular meetings shall be given to each director, in person or by mailing or by telegram: such notice to him at his last known address not less than 10 nor more than 60 days prior to the date designated therein for such meetings including the date of mailing, unless said notice is waived in writing by each director. Said notice shall be written, specifying the time and place of such meeting.

Section 8. Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Voting. At all meetings of the Board of Directors, each director is to have one vote, irrespective of the number of shares of stock that he may hold.

Section 10. Unanimous Written Consent. Unless otherwise restricted by the certificate of incorporation or by these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

- 4 - -

Section 11. Committees of Director. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including the power and authority to declare dividends, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 12. Records of Committees. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 13. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or by these by-laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chairman of the Board, a Vice-Chairman of the Board, a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also choose more than one Vice-President, one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a Chairman of the Board, a Vice-Chairman of the Board, a President, a Vice-President and a Secretary.

- 5 - -

Section 3. Compensation. The salaries or all officers and agents of the corporation shall be fixed by the Board of Directors. Any payments made to or on behalf of the officer of the corporation (including but not limited to salary, bonus, rent or reimbursement for expenses) shall be determined by the Board of Directors in their sole discretion. In the event, however, that any such payment, whether it shall be in the form of cash, kind or services, which, subsequent to such payment, is finally determined either by any governmental taxing authority (with the consent of the corporation) or any court of competent jurisdiction as not being a deductible expense by the corporation for purposes of computing such taxes, shall be repaid by such officer to the corporation to the extent disallowed. The Board of Directors and officers of the corporation shall take whatever action is necessary to enforce such repayment. Each officer of the corporation shall, upon his entering into office, be formally notified of this by-law by the Board of Directors of the corporation.

Section 4. Term. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 5. Duties of Officers. The duties and powers of the officers shall be as follows:

Chairman of the Board

The Chairman of the Board shall be the chief executive officer of the corporation and shall be responsible for formulating general policies and programs for the corporation for submission to the Board of Directors, and for carrying out the programs and policies approved by the Board of Directors. The Chairman of the Board shall cause to be called regular and special meetings of the Stockholders and Board of Directors in accordance with these By-Laws and he shall preside at all such meetings. The Chairman of the Board shall also have such other powers and duties as shall be assigned to him by the Board of Directors.

Vice-Chairman of the Board

In the absence or disability of the Chairman of the Board, or in the event for any reason it is impracticable for the Chairman of the Board to act personally, the Vice-Chairman of the Board shall perform the duties and exercise all the powers of the Chairman of the Board, and be subject to all the restrictions upon the Chairman of the Board. The Vice-Chairman of the Board shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

- 6 - -

President

In the absence or disability of the Chairman of the Board and the Vice-Chairman of the Board, or in the event for any reason it is impracticable for the Chairman of the Board and the Vice-Chairman of the Board to act personally, the president shall have the powers and duties of the Chairman of the Board and the Vice-Chairman of the Board. The President shall be the general manager of the corporation and shall, in general, be responsible for the administration and operation of all of the business and affairs of the corporation.

He shall present annually to the stockholders and directors a report of the condition of the business of the corporation.

He shall appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees, and clerks of the corporation, within the scope of his authority as general manager.

He shall sign and make all contracts and agreements in the name of the corporation, within the scope of his authority as general manager.

He shall see that the books, reports, statements and certificates required by the statutes are properly kept, made and filed according to law.

He shall sign all certificates of stock, notes, drafts or bills of exchange, warrants or other orders for the payments of money duly drawn by the Treasurer.

He shall enforce these by-laws and perform all the duties incident to the position and office, and which are required by law.

Vice-President

The Vice-President, if there shall be one, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Chairman of the Board, the Vice-Chairman of the Board and the President, perform the duties and exercise all the powers of the Chairman of the Board, the Vice-Chairman of the Board or the President, and be subject to all the restrictions upon the Chairman of the Board, the Vice-Chairman of the Board or the President. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

- 7 - -

Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Treasurer

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and the financial condition of the corporation.

- 8 - -

If required by the Board of Directors, he shall give the corporation and maintain a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

In the event there are no Vice-Presidents of the corporation, the Treasurer shall, in the absence of the Chairman of the Board, the Vice-Chairman of the Board and the President or in the event of their inability to act, perform the duties of the Chairman of the Board, the Vice-Chairman of the Board and the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board, the Vice-Chairman of the Board and the President.

Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

CERTIFICATE OF STOCK

Section 1. Description. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the President or a Vice-President, and countersigned by the Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation, and sealed with the seal of the corporation. If the corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

- 9 - -

Section 2. Facsimile of Signature. Where a certificate is signed (1) by a transfer agent, or (2) by a transfer clerk, acting on behalf of the corporation and a registrar, the signature of any such President, Vice-President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. Transfer of Stock. The stock of the corporation, irrespective of class, shall be assignable and transferable on the books of the corporation only by the person in whose name it appears on said books, or his legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged shall be deposited with the Secretary. In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate be issued; however, in the event of loss, mutilation or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the certificate of incorporation or referred to on the certificate so surrendered or which may be imposed by law or by any agreement to which the holder of such shares is subject.

Section 4. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote or take other action as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

- 10 - -

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish an such reserve in the manner in which it was created.

Section 2. Statements and Reports. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 3. Checks and Notes. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

- 11 - -

ARTICLE VIII

INDEMNIFICATION

The Corporation shall indemnify each of its directors, officers, employees and agents to the fullest extent permitted by the laws of the State of Delaware.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, or new by-laws may be adopted, at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new by-laws be contained in the notice of such special meeting. Any change in the obligation of the corporation to provide tax information, as set forth in Section 2 of Article VI, shall require the approval of each stockholder to be affected thereby.

ARTICLE X

NOTICE

Section 1. Notice. Whenever, under the provisions of the statutes or of the certificate of incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may also be given in writing, by first class United States mail, postage prepaid, or by prepaid telegram and mail, addressed to such director or stockholder at his address as it appears on the records of the corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telegrams, when transmitted.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

- 12 - -

EX-3.36

CERTIFICATE OF INCORPORATION

OF

IDE IMAGING PARTNERS, INC.

ARTICLE I

The name of this Corporation shall be: Ide Imaging Partners, Inc.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 9East Loockerman Street, Dover, Delaware, 19901, and the name of the registered agent at that address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is one thousand (1,000) and each such share shall have a par value of $0.001 per share.

ARTICLE V

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 09/19/1997

971314803 – 2798398

ARTICLE VII

Election of directors at an annual or special meeting of stockholder need not be by written ballot unless the Bylaws of the Corporation shall so. provide.

ARTICLE VIII

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this sentence shall not eliminate or limit the liability of adirector (i) for any breach of his or her duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.

ARTICLE IX

Special meetings of the stockholders ofthe Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereunder), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified.

ARTICLE X

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

2

ARTICLE XII

The name and mailing address of the incorporator of the Corporation is:

Jonathan F. Atzen, Esq.

Brobeck, Phleger & Harrison LLP

46575 MacArthur Court, Suite 1000

Newport Beach, California 92660

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 19th day of September, 1997.

/s/ Jonathan F. Atzen

Jonathan F. Atzen,

Incorporator

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 02/12/1999

991057513 – 2798398

CERTIFICATE OF OWNERSHIP AND MERGER

OF

CAPE FEAR PARTNERS, INC.

(a North Carolina corporation)

INTO

IDE IMAGING PARTNERS, INC.

(a Delaware corporation)

It is hereby certified that:

1.          IDE IMAGING PARTNERS, INC. (hereinafter sometimes referred to as the “Corporation”) is a business corporation of the State of Delaware.

2.          The Corporation is the owner of all the outstanding shares of stock of CAPE PEAR PARTNERS, INC. (hereinafter referred to as “Cape Fear”),which is a business corporation of the State of North Carolina.

3.          The laws of the jurisdiction of organization of Cape Fear permit the merger of a business corporation of that jurisdiction with a business corporation of another jurisdiction,

4.          The Corporation hereby merges Cape Fear into the Corporation.

5.          The following is a copy of the resolutions adopted on February 12,1999 by the Board of Directors of the Corporation to merge Cape Fear into the Corporation:

RESOLVED, that Cape Fear Partners, Inc. be merged into this Corporation, and that all of the estate, property, rights, privileges, powers, and franchises of Cape Fear Partners, Inc. be vested in and held and enjoyed by this Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by Cape Fear Partners, Inc. in its name.

RESOLVED that this Corporation assume all of the obligations of Cape Fear Partners, Inc.

RESOLVED, that this Corporation shall cause to be executed and filed and/or recorded the documents prescribed by the laws of the State of Delaware, by the laws of the State of North Carolina, and by the laws of any other appropriate jurisdiction and will cause to be performed all necessary acts within the jurisdiction of Organization of Cape Fear Partners, Inc. and of this Corporation and in any other appropriate jurisdiction.

[Signature Page to Certificate of Ownership and Merger follows]

-1-

[Signature Page to Certificate of Ownership and Merger]

Executed on this 12th day of February, 1999.

IDE IMAGING PARTNERS, INC., a Delaware
corporation
By:	/s/ MARK L. WAGAR
Name:	MARK L. WAGAR
Title:	President

-2-

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

IDE IMAGING PARTNERS, INC.

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “corporation”) is:

IDE IMAGING PARTNERS, INC.

2.    The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.    The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.    The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 25, 2004.

Signature:	Michael L. Silhol
Name: Michael L. Silhol
Title: Senior Vice President and
Secretary

State of Delaware
Secretary of State	DE BC D-:COA CERTIFICATE OF CHANGE 09/00 (#163)
Division of Corporations
Delivered 04:02 PM 06/01/2004
FILED 03:38 PM 06/01/2004
SRV 040406318 - 2798398 FILE

EX-3.37

BYLAWS

OF

IDE IMAGING PARTNERS, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be at the office of National Registered Agents, Inc, 9 East Loockerman Street, Dover, Delaware.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may on an annual basis determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power

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Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a)      the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)      the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)      the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d) a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article It. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

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ARTICLE III

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number: Election; Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders, provided that the number of directors which shall initially constitute the whole Board of Directors shall be two (2). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there arc no directors in office, then an election of directors may be held hi the manner provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, in the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mail or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

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Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

ARTICLE IV

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

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Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. President. The President shall be the Chief Executive Officer of the corporation unless such title is assigned to another officer of the corporation; in the absence of a Chairman and Vice Chairman of the Board, the President shall preside as the chairman of meetings of the stockholders and the Board of Directors; and the President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 8. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be subject. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by bis signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE VI

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Loans. The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

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Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

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ARTICLE IX

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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CERTIFICATE OF SECRETARY

The undersigned certifies:

(1)           That the undersigned is the duly elected and acting Secretary of Ide Imaging Partners, Inc., a Delaware corporation (the “Corporation”); and

(2)           That the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Action by Written Consent in Lieu of the Organizational Meeting by the Board of Directors of Ide Imaging Partners, Inc., dated the 20th day of September, 1997.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation as of this 20th day of September, 1997.

/s/ Paul M. Jolas

Secretary

[SEAL]

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AMENDMENT TO BYLAWS

OF

IDE IMAGING PARTNERS, INC.,

a Delaware corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the stockholders (the “Stockholders”) and Board of Directors (the “Board”) of Ide Imaging Partners, Inc., a Delaware corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article IX of the Bylaws of the Corporation, the Stockholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 2 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 2. Number: Election: Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be one (1) and shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders. With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.”

CERTIFICATE OF SECRETARY

OF

IDE IMAGING PARTNERS, INC.,

a Delaware corporation

I, the undersigned, do hereby certify that:

1.           I am the duly elected and acting Secretary Ide Imaging Partners, Inc., a Delaware corporation (the “Corporation”); and

2.           The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Stockholders and Board of Directors, pursuant to actions by written consents, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April, 2010.

/s/ Jefferey L. Linden

Jefferey L. Linden,Secretary

EX-3.38

CERTIFICATE OF INCORPORATION

OF

MID ROCKLAND IMAGING PARTNERS, INC.

ARTICLE I

The name of this Corporation shall be:  Mid Rockland Imaging Partners, Inc.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware, 19901, and the name of the registered agent at that address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any Lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is one Thousand (1,000) and each such share shall have a par value of $0.001 per share.

ARTICLE V

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.

STATE OF DELWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 09/19/1997

971314802 - 2798400

ARTICLE VII

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his or her duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.

ARTICLE IX

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a. resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders a may be called by any other person or persons specified in any provision’s of the Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereunder), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified.

ARTICLE X

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

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ARTICLE XII

The name and mailing address of the incorporator of the Corporation is:

Jonathan F. Atzen, Esq.

Brobeck, Phleger & Harrison LLP

4675 MacArthur Court, Suite 1000

Newport Beach, California 92660

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of  the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 19th day of September, 1997.

/s/ Jonathan F. Atzen  

Jonathan F. Atzen,

Incorporator 

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

MID ROCKLAND IMAGING PARTNERS, INC.

It is hereby certified that:

1.       The name of the corporation (hereinafter called the “corporation”) is:

MID ROCKLAND IMAGING PARTNERS, INC.

2.       The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.       The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.       The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 25, 2004.

Signature:	Michael L. Silhol
Name: Michael L. Silhol
Title: Senior Vice President and
Secretary

State of Delaware
Secretary of State
Division of Corporations	DE BC D-:COA CERTIFICATE OF CHANGE 09/00 (#163)
Delivered 04:03 PM 06/01/2004
FILED 03:45 PM 06/01/2004
SRV 040406450 - 2798400 FILE

EX-3.39

BYLAWS

OF

MID ROCKLAND IMAGING PARTNERS, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be at the office of National Registered Agents, Inc, 9 East Loockerman Street, Dover, Delaware.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may on an annual basis determine or the business of the corporation may require.

ARTICLE II

 MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6.   Scope of Business at Special Meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power

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Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a)   the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)   the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)    the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d) a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article II. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

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ARTICLE III

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number: Election: Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders, provided that the number of directors which shall initially constitute the whole Board of Directors shall be two (2). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mall or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

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Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

ARTICLE IV

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be-deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the, affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

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Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. President. The President shall be the Chief Executive Officer of the corporation unless such title is assigned to another officer of the corporation; in the absence of a Chairman and Vice Chairman of the Board, the President shall preside as the chairman of meetings of the stockholders and the Board of Directors; and the President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 8. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be subject. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever land in his possession or under his control belonging to the corporation.

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ARTICLE VI

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Loans. The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

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Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this ArticleVIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

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ARTICLE IX

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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AMENDMENT TO BYLAWS

OF

MID ROCKLAND IMAGING PARTNERS, INC.,

a Delaware corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the stockholders (the “Stockholders”) and Board of Directors (the “Board”) of Mid Rockland Imaging Partners, Inc., a Delaware corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article IX of the Bylaws of the Corporation, the Stockholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 2 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 2. Number; Election; Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be one (1) and shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders. With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.”

CERTIFICATE OF SECRETARY

OF

MID ROCKLAND IMAGING PARTNERS, INC.,

a Delaware corporation

I, the undersigned, do hereby certify that:

1.           I am the duly elected and acting Secretary Mid Rockland Imaging Partners, Inc., a Delaware corporation (the “Corporation”); and

2.           The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Stockholders and Board of Directors, pursuant to actions by written consents, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April, 2010.

/s/ Jefferey L. Linden

Jefferey L. Linden, Secretary

EX-3.40

 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:00 AM 10/28/1997

971364094 – 2614667

RESTATED CERTIFICATE OF INCORPORATION OF

AMERICAN PHYSICIAN PARTNERS, INC.

American Physician Partners, Inc. (the “Corporation”) was incorporated under and by virtue of the General Corporation Law of the State of Delaware on April 30, 1996.

The Corporation DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is American Physician Partners, Inc. This Restated Certificate of Incorporation (this “Certificate”) integrates and amends the Certificate of Incorporation filed on April 30, 1996, and was duly adopted by written consent of the stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law.

SECOND: The Certificate of Incorporation of the Corporation shall be amended and restated to read in full as follows:

ARTICLE I.

The name of the Corporation shall be: American Physician Partners, Inc.

ARTICLE II.

The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent and the name of the registered agent at that address is National Registered Agents, Inc.

ARTICLE III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV.

A.           The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Sixty Million (60,000,000) shares. Fifty Million (50,000,000) shares shall be Common Stock, par value $.0001 per share and Ten Million (10,000,000) shares shall be Preferred Stock, par value $.0001 per share.

B.           The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, within the limitations and restrictions stated in this Restated Certificate of Incorporation, to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them, and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V.

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article to authorize the Corporation action further eliminating or limiting the personal liability of directors then the liability of a director of the Corporation shall be eliminated or limited to the broadest and maximum extent permitted by the Delaware General Corporation Law as so amended.

ARTICLE VI.

A.           The Corporation shall, to the broadest and maximum extent permitted by Delaware law, as the same exists from time to time indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust of other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

B.           In addition, the Corporation shall, to the broadest and maximum extent permitted by Delaware 1aw, as the same may exist from time to time pay to such person any and all expenses (including attorneys’ fees) incurred in defending or settling any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount if it shall ultimately be determined by a final judgment or other final adjudication that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VI.

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C.           Subsections (A) and (B) of this Article VI to the contrary notwithstanding, the Corporation shall not indemnify any such person with respect to any of the following matters: (i) remuneration paid to such person if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or (ii) any accounting of profits made from the purchase or sale by such person of the Corporation’s securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or (iii) actions brought about or contributed to by the dishonesty of Such person, if a final judgment or other final adjudication adverse to such person establishes that acts of active and deliberate dishonesty were committed or attempted by such person with actual dishonest purpose and intent and were material to the adjudication; or (iv) actions based on or attributable to such, person having gained any personal profit or advantage to which he or she was not entitled, in the event that a final judgment or other final adjudication adverse to such person establishes that such person in fact gained such personal profit or other advantage to which he or she was not entitled; or (v) any matter in respect of which a final decision by a court with competent jurisdiction shall determine that indemnification is unlawful.

D. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Restated Certificate of Incorporation, the Bylaws of the Corporation, by agreement, vote of stockholders, or disinterested directors or otherwise.

ARTICLE VII.

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VIII.

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in the Delaware General Corporation law) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the corporation.

ARTICLE IX.

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE X.

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of this Restated Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereunder), then such special meeting may also be called by the person or persons in the manner, at the times find for the purposes so specified.

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ARTICLE XI.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the Board of Directors of American Physician Partners, Inc. has caused this Certificate to be signed by Paul M. Jolas, its Senior Vice President, General Counsel and Secretary, this 27th day of October 1997.

/s/ Paul M. Jolas

Paul M. Jolas

Senior Vice President, General Counsel and Secretary

Paul M. Jolas declares under penalty of perjury that he has read the foregoing instrument and knows the contents thereof, and that the same is true of his own knowledge and constitutes an authorized act of the Company.

Executed at Dallas, Texas on October 27, 1997.

/s/ Paul M. Jolas

Paul M. Jolas

4

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

AMERICAN PHYSICIAN PARTNERS, INC.

(a Delaware corporation)

Paul M. Jolas does hereby certify that:

1.           He is the Senior Vice President, General Counsel and Secretary of American Physician Partners, Inc., a Delaware corporation (the “Corporation”).

2.           The original Certificate of Incorporation of the Corporation (the “Original Certificate”) was filed with the Secretary of the State of Delaware on April 30, 1996. On October 28, 1997, the Corporation filed a Restated Certificate of Incorporation (the “Certificate of Incorporation”) to amend and restate the Original Certificate.

3.           On November 25, 1997, the Corporation’s Board of Directors adopted resolutions setting forth proposed amendments to the Certificate of Incorporation and declaring such amendments to be advisable. The resolutions setting forth the proposed amendments are set forth in full as follows:

NOW, THEREFORE, BE IT RESOLVED, that Article XI of the Corporation’s Restated Certificate of Incorporation be amended in its entirety to read in full as follows:

“The corporation elects to be governed by the provisions of Section 203 of the Delaware General Corporation Law.”

RESOLVED FURTHER, that Article XII be added to the Corporation’s Restated Certificate of Incorporation to read in full as follows:

“The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.”

4.           Following the adoption of the resolutions referenced above by the Corporation’s Board of Directors, such resolutions were approved by the stockholders’ of the Corporation entitled to vote thereon by unanimous written consent in accordance with Section 228 of the Delaware General Corporation Law.

5.           The amendment described above was duly adopted in accordance with the provisions Of Section 242 of tile Delaware General Corporation Law.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:45 PM 11/25/1997

971404181 – 2614667

IN WITNESS WHEREOF, this Certificate of Amendment to the Restated Certificate ofIncorporation of the Corporation has been executed by Paul M. Jolas, its Senior Vice President, General Counsel and Secretary, this 25th day of November, 1997.

By:	/s/ Paul M. Jolas
	Paul M. Jolas
	Senior Vice  President,  General
	Counsel and Secretary

Paul M.Jolas declares under penalty of perjury that he has read the foregoing instrument and knows the contents  thereof, and that the same is true ofhis own knowledge and constitues an authorized act of the Corporation.

Executed at Dallas, Texas on November 25, 1997.

/s/ Paul M. Jolas

Paul M. Jolas

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:30 PM 11/26/1997

971405256 – 2614667

CERTIFICATE OF MERGER

OF

AD RAD, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    AD RAD, INC., which is incorporated under the laws of the State of Maryland (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3. The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations,

7.    The authorized capital stock of Merging Company consists of 1,000,000 shares of common stock, par value of $0.10 per share.

[Signature Page to Certificate of Merger Follows]

-1-

[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
AD RAD, INC., a Maryland corporation
By:	/s/ Michael L. Sherman
Name	MICHAEL L. SHERMAN
Title:	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon, President
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:31 PM 11/25/1997

971405258 – 2614667

CERTIFICATE OF MERGER

OF

AIOC OF ROCKLAND, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    AIOC OF ROCKLAND, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, On request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 200 shares of common stock, no par value.

[Signature Page to Certificate of Merger Follows]

-1-

[Signature Page to Certificate of Merger]

Executed on this 26th day of November,  1997.

“Merging Company”
AIOC OF ROCKLAHD, INC., a New York corporation
By:	/s/ Herbert Z. Geller
Name	Herbert Z. Geller
Title:	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon,
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:32 PM 11/26/1997

971405261 – 2614667

CERTIFICATE OF MERGER

OF

CIA OF ROCKLAND, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    CIA OF ROCKLAND, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which, is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 200 shares of common stock, no par value.

[Signature Page to Certificate of Merger Follows]

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[Signature Page to Certificate ofMerger]

Executed on this 26th day of November,  1997.

“Merging Company”
CIA OF ROCKLAND, INC., a New York corporation
By:	/s/ Herbert Z. Geller
Name:	Herbert Z. Geller
Titte	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:33 PM 11/26/1997

971405262 – 2614667

CERTIFICATE OF MERGER

OF

MRI OF ROCKLAND, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It ishereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    MRI OF ROCKLAND, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 200 shares of common stock, no par value.

[Signature Page to Certificate of Merger Follows]

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[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
MRI OF ROCKLAND, INC., a New York corporation
By:	/s/ Herbert Z. Geller
Name:	Herbert Z. Geller
Title:	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC,. a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:34 PM 11/26/1997

971405265 – 2614667

CERTIFICATE OF MERGER

OF

NMR OF ROCKLAND, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    NMR OF ROCKLAND, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI inthe same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 200 shares of common stock, no par value.

[Signature Page to Certificate of Merger Follows]

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[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
NMR OF ROCKLAND, INC., a New York corporation
By:	/s/ Herbert Z. Geller
Name:	Herbert Z. Geller
Title:	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon, President
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:35 PM 11/26/1997

971405267 – 2614667

 CERTIFICATE OF MERGER

OF

PIA, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    PIA, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 200 shares of common stock, no par value.

[Signature Page to Certificate of Merger Follows]

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[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
PIA, INC., a New York corporation
By:	/s/ Herbert Z. Geller
Name:	Herbert Z. Geller
Title:	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:36 PM 11/26/1997

971405271 – 2614667

CERTIFICATE OF MERGER

OF

RRG OF ROCKLAND, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    RRG OF ROCKLAND, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5. The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 200 shares of common stock, no par value.

[Signature Page to Certificate of Merger Follows]

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[Signature page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
RRG OF ROCKLAND, INC., a New York corporation
By:	/s/ Herbert Z. Geller
Name:	Herbert Z. Geller
Title:	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:37 PM 11/26/1997

971405275 – 2614667

CERTIFICATE OF MERGER

OF

WIC OF ROCKLAND, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    WIC OF ROCKLAND, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 200 shares of common stock, no par value.

[Signature Page to Certificate of Merger Follows]

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[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
WIC OF ROCKLAND, INC., a New York corporation
By:	/s/ Herbert Z. Geller
Name:	Herbert Z. Geller
Title:	President
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:38 PM 11/26/1997

971405277 – 2614667

CERTIFICATE OF MERGER

OF

FIDECO, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    FIDECO, INC., which is incorporated under the laws of the State of New York (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.    The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.    The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.    The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.    A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.    The authorized capital stock of Merging Company consists of 20,000 shares of common stock, par value of $0.01 per share.

[Signature Page to Certificate of Merger Follows]

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[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
FIDECO, INC, a New York corporation
By:	/s/ Richard E.Tobin
Name:	Richard E. Tobin
Title:	Secretary
“Surviving Corporation”
AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:39 PM 11/26/1997

971405280 – 2614667

CERTIFICATE OF MERGER

OF

RADIOLOGY AND NUCLEAR MEDICINE,

A PROFESSIONAL ASSOCIATION,

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.    The constituent business corporations participating in the merger herein certified are:

A.    RADIOLOGY AND NUCLEAR MEDICINE, A PROFESSIONAL ASSOCIATION, which is incorporated under the laws of the State of Kansas (“Merging Company”); and

B.    AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.    An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.     The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.     The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.     The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.     A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.     The authorized capital stock of Merging Company consists of 5,000 shares of common stock, par value of $100.00 per share.

[Signature Page to Certificate of Merger Follows]

-1-

[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
RADIOLOGY AND NUCLEAR MEDICINE, A PROFESSIONAL ASSOCIATION, a Kansas corporation
By:	/s/ William J. Walls, M.D.
Name:	William J. Walls, M.D.
Title:	President
“Surviving Corporation”

AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:40 PM 11/26/1997

971405282 – 2614667

CERTIFICATE OF MERGER

OF

M&S X-RAY ASSOCIATES,

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.     The constituent business corporations participating in the merger herein certified are:

A. M&S X-RAY ASSOCIATES, which is incorporated under the laws of the State of Texas (“Merging Company”); and

B. AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.     An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.     The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.     The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.     The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.     A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.     The authorized capital Stock of Merging Company consists of 1,000 shares of common stock, par value of $1.00 per share.

[Signature Page to Certificate of Merger Follows]

-1-

[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
M&S X-RAY ASSOCIATES, a Texas corporation
By:	/s/ Jeremy N. Weirsig
Name:	Jeremy N. Weirsig, M.D.
Title:	President
“Surviving Corporation”

AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:41 PM 11/26/1997

971405286 – 2614667

CERTIFICATE OF MERGER

OF

SAN ANTONIO MR, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.     The constituent business corporations participating in the merger herein certified are:

A.    SAN ANTONIO MR, INC., which is incorporated under the laws of the State of Texas (“Merging Company”); and

B.     AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.     An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.     The name of the surviving corporation in the merger herein certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.     The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.     The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.     A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.     The authorized capital stock of Merging Company consists of 120 shares of common stock, par value of $0.10 per share.

[Signature Page to Certificate of Merger Follows]

-1-

[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
SAN ANTONIO MR, INC., a Texas corporation
By:	/s/ Greg Godwin, M.D.
Name:	Greg Godwin, M.D.
Title:	V. P.
“Surviving Corporation”

AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:42 PM 11/26/1997

971405289 – 2614667

CERTIFICATE OF MERGER

OF

SOUTH TEXAS MR, INC.

INTO

AMERICAN PHYSICIAN PARTNERS, INC.

It is hereby certified that:

1.     The constituent business corporations participating in the merger herein certified are:

A.    SOUTH TEXAS MR, INC., which is incorporated under the laws of the State of Texas (“Merging Company”); and

B.     AMERICAN PHYSICIAN PARTNERS, INC., which is incorporated under the laws of the State of Delaware (“APPI”).

2.     An Agreement and Plan of Reorganization and Merger dated June 27, 1997 (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Merging Company in accordance with the laws of the State of its incorporation and by APPI in the same manner as is provided in Section 251 of the Delaware General Corporation Law.

3.     The name of the surviving corporation in the merger herein, certified is AMERICAN PHYSICIAN PARTNERS, INC., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4.     The Certificate of Incorporation of APPI, as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law.

5.     The executed Merger Agreement between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 2301 NationsBank Plaza, 901 Main Street, Dallas, Texas 75202-3721.

6.     A copy of the aforesaid Merger Agreement will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.     The authorized capital stock of Merging Company consists of 120 shares of common stock, par value of $0.10 per share.

[Signature Page to Certificate of Merger Follows]

-1-

[Signature Page to Certificate of Merger]

Executed on this 26th day of November, 1997.

“Merging Company”
SOUTH TEXAS MR, INC., a Texas corporation
By:	/s/ Greg Godwin, M.D.
Name:	Greg Godwin, M.D.
Title:	V. P.
“Surviving Corporation”

AMERICAN PHYSICIAN PARTNERS, INC., a
Delaware corporation
By:	/s/ Gregory L. Solomon
	Gregory L. Solomon, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 05/11/1999

991186415 – 2614667

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

AMERICAN PHYSICIAN PARTNERS, INC.

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

American Physician Partners, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That the following resolutions setting forth a proposed amendment of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof were adopted by the Board of Directors of the Corporation, on May 5, 1999. The resolutions setting forth the proposed amendment are as follows:

“RESOLVED, that Article VII of the Restated Certificate of Incorporation be, and it hereby is, amended to read in its entirety as follows:

“The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. In furtherance and not in limitation of the Board’s power to manage the business and conduct the affairs of the Corporation, the Board shall have the power, upon the affirmative vote of at least a majority of the Directors then serving, to adopt, amend or repeal from time to time the Bylaws of the Corporation, subject to the right of the stockholders entitled to vote thereon to adopt, amend or repeal the Bylaws. Notwithstanding the foregoing, the Board shall not have the power to alter, amend or repeal the second or third sentences of the first paragraph of Article III, Section 2 of the Bylaws regarding the composition of the Board, or any other Bylaw (or Article or Section thereof) that expressly provides that it cannot be altered, amended or repealed by the Board.’

and, be it

RESOLVED, that the amendment (or a summary thereof) be submitted to the Corporation’s stockholders for their consideration at the Annual Meeting of Stockholders to be held May 5,1999.”

SECOND: That thereafter, an Annual Meeting of the Stockholders of the Corporation was duly called and held on May 5,1999, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware and the Bylaws of the Corporation, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

* * * * *

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Mark L. Wagar, its President, and Paul M. Jolas, its Secretary, on May 11,1999.

AMERICAN PHYSICIAN PARTNERS, INC.
By:	/s/ Mark L. Wagar
	Mark L. Wagar, President
By:	/s/ Paul M. Jolas
	Paul M. Jolas, Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS 

FILED 01:00 PM 09/20/1999

991391492 – 2614667

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

RADIOLOGIX, INC.

WITH AND INTO

AMERICAN PHYSICIAN PARTNERS, INC

(Pursuant to Section 253 of the Delaware General Corporation Law)

American Physician Partners, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law,

DOES HEREBY CERTIFY:

FIRST: That the Corporation is incorporated pursuant to the Delaware General Corporation Law.

SECOND: That the Corporation owns all of the outstanding shares of capital stock of Radiologic, Inc.. a Delaware corporation.

THIRD: That the Corporation, by the following resolutions of its Board of Directors duly adopted as of September 17, 1999, determined to effect a merger of Radiologix Inc. with and into the Corporation (the “Merger”), with the Corporation being the surviving corporation, on the conditions set forth in such resolutions:

WHEREAS, the Board of Directors of American Physician Partners, Inc., a Delaware Corporation (the “Corporation”), has determined that it is in the best interests of the Corporation and its stockholders for the Corporation’s name to be changed to “Radiologix, Inc.” by forming a wholly-owned subsidiary, merging the subsidiary with and into the Corporation under Section 253 of the Delaware General Corporation Law, and having the name of the Corporation changed to “Radiologix, Inc.” in and pursuant co the merger;

NOW. THEREFORE, BE IT RESOLVED, that the officers of the Corporation are hereby authorized to form a wholly-owned Delaware subsidiary of the Corporation having the name “Radiologix, Inc.” (the “Subsidiary”); and further

RESOLVED, that the officers of the Corporation are hereby authorized to merge the Subsidiary with and into the Corporation pursuant to a Certificate of Ownership and Merger in substantially such form as may be approved by any officer of the Corporation, as evidenced by such officer’s execution of such Certificate of Ownership and Merger, and further

RESOLVED, that such Certificate of Ownership and Merger shall be filed with the Secretary of State of the State of Delaware as soon as practicable after the adoption of these resolutions; and further

RESOLVED, that the terms of the merger of the Subsidiary with and into the Corporation (the “Merger”) shall be as follows:

1.    Merger. As of the Effective Time (as defined below), the Subsidiary shall be merged with and into the Corporation, with the Corporation being the surviving corporation. The surviving corporation as it shall exist after the Effective Time shall be referred to hereinafter as the “Surviving Corporation.”

2.    Effective Time. The Effective Time shall be 8:00 a.m., Delaware time, an Friday, September 24. 1999.

3.    Conversion of Shares of the Subsidiary. At the Effective Time, each of the shares of common stock of the Subsidiary then issued and outstanding shall be cancelled and retired and shall cease to be outstanding, and no shares of common stock or other securities of the Surviving Corporation shall be issued in respect thereof.

4.    Conversion of Shares of the Corporation. At the Effective Time, each share of common stock of the Corporation then issued and outstanding shall remain outstanding as one fully-paid and non-assessable share of common stock of the Surviving Corporation.

5.    Certificate of Incorporation. The Restated Certificate of Incorporation, as amended, of the Corporation as in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation following the Effective Time unless and until the same shall be amended or repealed in accordance with the provisions thereof; provided, however, that as of the Effective Time the name of the Corporation shall be changed to “Radiologix, Inc.”

6.    Bylaws. The Amended and Restated Bylaws, as amended, of the Corporation as in effect at the Effective Time shall  be the Bylaws of the Surviving Corporation following the Effective Time unless and until the same shall be amended or repealed in accordance with the provisions thereof.

7.    Board of Directors and Officers. The members of the Board of Directors and the officers of the Surviving Corporation immediately after the Effective Time shall be those persons who were the members of the Board or Directors and the officers, respectively, of the Corporation immediately prior to the Effective Time, and such persons shall serve in such offices, respectively, for the terms provided by law or in the Bylaws of the Surviving Corporation, or until their respective successors are elected and qualified.

; and further

RESOLVED, that as of the Effective Time, the name of the Corporation shall be changed to “Radiologix, Inc.”; and further

RESOLVED, that the officers of the Corporation are authorized to make appropriate arrangements for stock certificates reflecting the new name of the Corporation, including the selection of a new form of stock certificate and, if necessary in the event new stock certificates are not available at the time of the name change, the stamping of the new name of the Corporation on the Corporation’s current form of stock certificate (all in compliance with NASDAQ and other applicable regulations); and further

RESOLVED, that the officers of the Corporation are authorized to make arrangements to obtain a new corporate seal reflecting the new name of the Corporation; and further

RESOLVED, that the officers of the Corporation are authorized and empowered by and on behalf of the Corporation to prepare, execute, deliver and file any and all other agreements, amendments, certificates, instruments and documents of any nature whatsoever and to take all such lawful actions and to do all such lawful things, as they, in their discretion, deem to be necessary or appropriate to effect the purpose and intent of the above resolutions, including the preparation and delivery of such other documents as may be required by NASDAQ in connection with the name change contemplated herein; and further

RESOLVED, that any and alt lawful actions previously taken by the Corporation or its officers in connection with the transactions contemplated by these resolutions are hereby approved and ratified,

FOURTH: That the above resolutions have not been modified or rescinded and are in full force and effect on the date hereof.

FIFTH: That upon the Effective Time of the Merger the name of the surviving corporation shall be “Radiologix, Inc.”

SIXTH: The Merger shall become effective at 8:00 a.m., Delaware time, on Friday, September 24, 1999.

IN WITNESS WIIEREOF, American Physician Partners, Inc. has caused this Certificate of Ownership and Merger to be signed by its duly authorized officer this 20th day of September, 1999.

AMERICAN PHYSICIAN PARTNER, INC
By:	/s/ Mark L. Wagar
	Mark L. Wagar
	Chairman of the Board, President and Chief Executive Officer
Certified:		/s/ Paul M. Jolas
		Paul M. Jolas
		Senior Vice President, General Counsel and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:18 PM 07/14/2003

FILED 04:18 PM 07/14/2003

SRV 030460437 – 2614667 FILE

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

RADIOLOGIX, INC.

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

Radiologix, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That, upon the direction of the Corporation’s Board of Directors, the following proposed amendment (“Amendment”) of the Restated Certificate of Incorporation of the Corporation was submitted to the stockholders of the Corporation for consideration at the Annual Meeting of the Stockholders of the Corporation held on June 10, 2003:

Article VII of the Corporation’s Amended and Restated Certificate of Incorporation is proposed to be amended by deleting the phrase “the second or third sentences of the first paragraph of Article III, Section 2 of the Bylaws regarding the composition of the Board, or any other” so that, as amended, Article VII of the Corporation’s Amended and Restated Certificate of Incorporation states in its entirety as follows:

The management of the business and conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. In furtherance and not in limitation of the Board’s power to manage the business and conduct the affairs of the Corporation, the Board shall have the power, upon the affirmative vote of at least a majority of the Directors then serving, to adopt, amend or repeal from time to time the Bylaws of the Corporation, subject to the right of the stockholders entitled to vote thereon to adopt, amend or repeal the Bylaws. Notwithstanding the foregoing, the Board shall not have the power to alter, amend or repeal any Bylaw (or Article or Section thereof) that expressly provides that it cannot be altered, amended or repealed by the Board.

SECOND: The number of shares required by statute were voted in favor of the Amendment at the Annual Meeting of Stockholders of the Corporation held on June 10,2003.

THIRD: The Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officer this 14th day of July, 2003.

RADIOLOGIX, INC.
By:	Sami S. Abbasi
Sami S. Abbasi, Executive Vice President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

RADIOLOGIX, INC.

It is hereby certified that:

1.    The name of the corporation (hereinafter called the “corporation”) is:

RADIOLOGIX, INC.

2.    The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.    The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.     The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 25,2004.
	Signature:	Michael L. Silhol
	Name: Michael L. Silhol
	Title: Senior Vice President and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:03 PM 06/01/2004

FILED 03:46 PM 06/01/2004

SRV 040406481 – 2614667 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:07 PM 11/15/2006

FILED 01:07 PM 11/15/2006

SRV 061046891 – 2614667 FILE

CERTIFICATE OF MERGER

OF

PR ACQUISITION CORPORATION,

a Delaware corporation

WITH AND INTO

RADIOLOGIX, INC.,

a Delaware corporation

Pursuant to Section 251 (c) of the Delaware General Corporation Law, PR Acquisition Corporation, a Delaware corporation (“Merger Sub”), does hereby certify to the following facts relating to the merger (the “Merger”) of Merger Sub with and into Radiologix, Inc., a Delaware corporation (the “Company”), with the Company remaining as the surviving corporation of the Merger (the “Surviving Corporation”);

FIRST:             The Company and Merger Sub are the constituent corporations in the Merger and each is a corporation incorporated pursuant to the laws of the State of Delaware.

SECOND:        An Agreement and Plan of Merger dated July 6,2006, has been approved, adopted, certified, executed and acknowledged by the Company and by Merger Sub in accordance with the provisions of subsection (c) of Section 251 of the Delaware General Corporation Law.

THIRD:            The Surviving Corporation of the Merger shall be Radiologix, Inc.

FOURTH:        Upon the effectiveness of the Merger, the Certificate of Incorporation, as amended, of the Surviving Corporation shall be amended and restated to read in its entirety as set forth in Attachment A attached hereto.

FIFTH:             The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation, at 3600 JP Morgan Chase Tower, 2200 Ross Avenue, Dallas, TX 75201.

SIXTH:            A copy of the executed Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation of the Merger.

SEVENTH:      The Merger shall be effective upon the filing of this Certificate of Merger with the Delaware Secretary of State in accordance with Section 103 of the Delaware General Corporation Law.

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IN WITNESS WHEREOF, the Company has caused this Certificate of Merger to be executed by its duty authorized officer as of November 15, 2006.

Radiologix, Inc.
By:	/s/ Sami S. Abbasi
	Name: Sami S. Abbasi
	Title: President and Chief Executive Office

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Attachment A

Amended and Restated Certificate of Incorporation

of

Radiologix, Inc.

FIRST:             The name of the corporation is Radiologix, Inc.

SECOND:        The address of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the corporation at such address is Corporation Service Company.

THIRD:            The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:        The total number of shares of stock which the corporation is authorized to issue is Three Thousand (3,000) shares of common stock with a par value of $.0001 per share.

FIFTH:             The business and affairs of the corporation shall be managed by the board of directors, and the directors need not be elected by ballot.

SIXTH:            In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to adopt, amend or repeal the by-laws.

SEVENTH:      The corporation reserves the right to amend and repeal any provision contained in this certificate of incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

EIGHTH:          A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, of (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limited the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

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EX-3.41

AMENDED AND RESTATED BYLAWS

OF

RADIOLOGIX, INC.,

a Delaware Corporation

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation of the Corporation, as may be amended or restated (hereinafter, the “Certificate of Incorporation”), shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article I, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. 1f, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article I.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power.

Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a)      the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)      the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)      the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d)      a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party. The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

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Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article I. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article I and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

ARTICLE II

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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Section 2. Number; Election; Tenure and Qualification. The management of the business and conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the stockholders at an annual meeting of the stockholders provided that the number of directors shall be not less than four (4) nor more than nine (9). Except as provided in Section 3 of this Article II, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director shall hold office for a one year term or until his successor is elected and qualified unless he shall resign, become disqualified, disabled or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mail or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

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Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

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Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

ARTICLE III

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE IV

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary. a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

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Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. President. The President shall be the Chief Executive Officer or the Chief Operating Officer of the corporation unless such titles are assigned to a Chairman of the Board; and in the absence of a Chairman and Vice Chairman of the Board he shall preside as the chairman of meetings of the stockholders and the Board of Directors; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 8. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be subject. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Operating Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Operating Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

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Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this Article VII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

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Section 7. Definitions. The phrases and terms set forth in this Article VII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE VIII

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

ARTICLE IX

PHYSICIAN ADVISORY BOARD

The Company shall establish and maintain a Physician Advisory Board. The purpose of the Physician Advisory Board shall be to advise the Company’s Board and management with respect to issues and matters affecting physicians, the Company’s services to physicians and affiliated practices and the enhancement of patient services and satisfaction. The size, scope of activities and the process for the selection of members of the Physician Advisory Board shall be determined from time-to-time by the Company’s Board. The Physician Advisory Board shall not be qualified or authorized to engage in any activity which may be construed or deemed to constitute the practice of medicine by the Company. The Chairman of the Physician Advisory Board will provide a written or oral report to the Company’s Board at the request of the Company’s Chairman of the Board. This Article IX shall not be altered, amended or repealed by the Company’s Board of Directors.

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CERTIFICATE OF SECRETARY

The undersigned certifies:

(1)      That the undersigned is the duly elected and acting Secretary of Radiologix, Inc., a Delaware corporation (the “Corporation”); and

(2)      That the foregoing Amended and Restated Bylaws constitute the Bylaws of the Corporation as duly adopted and as subsequently amended by the Board of Directors of Radiologix, Inc. by resolution on April 27, 2005, July 27, 2005 and October 26, 2005.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation as of this 7th day of November, 2005.

/s/ Michael L. Silhol

Michael L. Silhol, Secretary

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AMENDMENT TO BYLAWS

OF

RADIOLOGIX, INC.,

a Delaware corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the stockholders (the “Stockholders”) and Board of Directors (the “Board”) of Radiologix, Inc., a Delaware corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article VIII of the Bylaws of the Corporation, the Stockholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article II, Section 2 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 2. Number; Election; Tenure and Qualification. The management of the business and conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board of Directors shall be one (1) and shall be fixed from time to time by resolution of the Board of Directors or by the stockholders at an annual meeting of the stockholders. Except as provided in Section 3 of this Article II, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director shall hold office for a one year term or until his successor is elected and qualified unless he shall resign, become disqualified, disabled or otherwise removed. Directors need not be stockholders.”

CERTIFICATE OF SECRETARY

OF

RADIOLOGIX, INC.,

a Delaware corporation

I, the undersigned, do hereby certify that:

1.        I am the duly elected and acting Secretary Radiologix, Inc., a Delaware corporation (the “Corporation”); and

2.        The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Stockholders and Board of Directors, pursuant to actions by written consents, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April 2010.

/s/ Jefferey L. Linden

Jefferey L. Linden, Secretary

EX-3.42

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 09/19/1997

971314725 – 2798402

CERTIFICATE OFINCORPORATION

OF

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

ARTICLE 1

The name of this Corporation shall be: Radiology and Nuclear Medicine Imaging Partners, Inc.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware, 19901, and the name of the registered agent at that address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is one thousand (1,000) and each such share shall have a par value of $0.001 per share.

ARTICLE V

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.

ARTICLE VII

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his or her duty of loyalty to the Corporation, or its stockholders, (ii) for acts or omissions not in good faith or Which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.

ARTICLE IX

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in me Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any Special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto or any certificatefiled under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereunder), then such specialmeeting may also be called by the person or persons in the manner, at the times and for the purposes so specified,

ARTICLE X

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

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ARTICLE XII

The name and mailing address of the incorporator of the Corporation is:

Jonathan F. Atzen, Esq.

Brobeck, Phleger & Harrison LLP

4675 MacArthur Court, Suite 1000

Newport Beach, California 92660

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand this 19th day of September, 1997.

/s/ Jonathan F. Atzen

Jonathan F. Atzen,

Incorporator

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CERTIFICATE OF MERGER

OF

EMPORIA RADIOLOGY, INC.

WITH AND INTO

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

ARTICLE I

The name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
RADIOLOGY AND NUCLEAR MEDICINE
IMAGING PARTNERS, INC.	Delaware
EMPORIA RADIOLOGY, INC.	Kansas

ARTICLE II

An Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

ARTICLE III

The name of the surviving corporation of the merger is Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware corporation.

ARTICLE IV

The Certificate of Incorporation of the surviving corporation, Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware corporation, shall be the Certificate of Incorporation of the surviving corporation.

ARTICLE V

The executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is c/o American Physician Partners, Inc., 3600 Chase Tower, 2200 Ross Avenue, Dallas, Texas 75201-2776.

ARTICLE VI

A copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/03/1999

991081628 - 2798402

ARTICLE VII

Emporia Radiology, Inc. has one authorized class of stock. The total number of shares authorized to be issued is five hundred (500) shares of common stock and each such share shall have no par value, and having an aggregate value of one hundred dollars ($100.00).

This Certificate of Merger shall be effective immediately upon filing.

Dated: January 1, 1999

RADIOLOGY AND NUCLEAR MEDICINE

IMAGING PARTNERS, INC.

/s/ Paul M. Jolas

By:     Paul M. Jolas, Secretary

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

It is hereby certified that:

1.     The name of the corporation (hereinafter called the “corporation”) is:

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

2.     The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.     The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.     The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 25, 2004.

Signature:	Michael L.Silhol
Name: Michael L. Silhol
Title: Senior Vice President and
Secretary

State of Delaware
Secretary of State	DE BC D-:COA CERTIFICATE OF CHANGE 09/00 (#163)
Division of Corporations
Delivered 04:03 PM 06/01/2004
FILED 03:47 PM 06/01/2004
SRV 040406499 - 2798402 FILE

EX-3.43

BYLAWS

OF

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be at the office of National Registered Agents, Inc, 9 East Loockerman Street, Dover, Delaware.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may on an annual basis determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power

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Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a)      the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)      the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)      the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d)     a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article II. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

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ARTICLE III

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number; Election; Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders, provided that the number of directors which shall initially constitute the whole Board of Directors shall be two (2). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mall or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

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Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation, If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

ARTICLE IV

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice-Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

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Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. President. The President shall be the Chief Executive Officer of the corporation unless such title is assigned to another officer of the corporation; in the absence of a Chairman and Vice Chairman of the Board, the President shall preside as the chairman of meetings of the stockholders and the Board of Directors; and the President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

Section 8. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors my from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be subject. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, President or Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE VI

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Loans. The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

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Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

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ARTICLE IX

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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AMENDMENT TO BYLAWS

OF

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.,

a Delaware corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the stockholders (the “Stockholders”) and Board of Directors (the “Board”) of Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article IX of the Bylaws of the Corporation, the Stockholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 2 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 2. Number; Election; Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be one (1) and shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders. With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled or otherwise removed. Directors need not be stockholders.”

CERTIFICATE OF SECRETARY

OF

RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC.,

a Delaware corporation

I, the undersigned, do hereby certify that:

1.        I am the duly elected and acting Secretary Radiology and Nuclear Medicine Imaging Partners, Inc., a Delaware corporation (the “Corporation”); and

2.        The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Stockholders and Board of Directors, pursuant to actions by written consents, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April 2010.

/s/ Jefferey L. Linden

Jefferey L. Linden, Secretary

EX-3.44

CERTIFICATE OF INCORPORATION

OF

TREASURE COAST IMAGING PARTNERS, INC

ARTICLE I

The name of this Corporation shall be: TREASURE COAST IMAGING PARTNERS, INC.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901, County of Kent, and the name of the registered agent at that address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is one thousand (1,000) and each such share shall have a par value of $0.001 per share.

ARTICLE V

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.

ARTICLE VII

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 04/01/1998

981126345 – 2879119

ARTICLE VIII

A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his or her duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit.

ARTICLE IX

Special meetings of the stockholder of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committeeof the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the Bylaws of the Corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation or any amendment thereto or any certificate filed under Section 151(g) of the General Corporation Law of Delaware (or its successor statute as in effect from time to time hereunder), then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified.

ARTICLE X

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

ARTICLE XII

The name and mailing address of the incorporator of the Corporation is: Kate Lane, 2030 Main Street, Suite 1040, Irvine, California 92614.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set her hand this 1st day of April, 1998.

/s/ Kate Lane

Kate Lane , Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 09/17/1999

991389933 – 2879119

  

CERTIFICATE OF MERGER

OF

QUESTAR TREASURE COAST, INC.

WITH AND INTO

TREASURE COAST IMAGING PARTNERS, INC.

* * * * * * * * *

This Certificate of Merger is submitted in accordance with Section 252 of the Delaware General Corporation Law and Section 607.1105 of the Florida Business Corporation Act.

FIRST:              The name of the surviving corporation is Treasure Coast Imaging Partners, Inc. (the “Surviving Corporation”), and it is incorporated under the laws of the State of Delaware. The name of the corporation being merged with and into Treasure Coast Imaging Partners, Inc. is Questar Treasure Coast. Inc. (the “Merged Corporation”), and it is incorporated under the laws of the State of Florida.

SECOND:         The Plan and Agreement of Merger was approved, adopted, certified, executed and acknowledged by the Board of Directors of each corporation that is a party to this merger by their respective Unanimous Written Consents, each dated as of September 14, 1999 in accordance with the provisions of Section 252(c) of the Delaware General Corporation Law and Section 607.1103 of the Florida Business Corporation Act.

THIRD:             The Plan and Agreement of Merger was approved, adopted, certified, executed and acknowledged by the sole stockholder of the Merged Corporation by its Written Consent dated as of September 14, 1999 in accordance with the provisions of Section 252 of the Delaware General Corporation Law and Section 607.1103 of the Florida Business Corporation Act.

FOURTH:          Pursuant to the provisions of Section 252 of the Delaware General Corporation Law and Section 607.1103(7) of the Florida Business Corporation Act, approval of the Plan and Agreement of Merger by the sole stockholder of the Surviving Corporation was not required.

FIFTH:               The approval of the Plan and Agreement of Merger was duly authorized by all action required by the laws under which all corporations party to this merger were incorporated or organized and by their constituent documents, and a copy of such Plan and Agreement of Merger is on file at the office of the Surviving Corporation at 3600 Chase Tower, 2200 Ross Avenue, Dallas, Texas 75201-2776. A copy of the Plan and Agreement of Merger has been provided, without cost, to each corporation party to this merger.

SIXTH:              The merger will become effective on September 30, 1999 in accordance with the provisions of Section 103(d) of the Delaware General Corporation Law and Section 607.1101(3)(b) of the Florida Business Corporation Act.

SEVENTH:        The Certificate of Incorporation of Treasure Coast Imaging Partners, Inc. (as the Surviving Corporation of the merger), as originally filed with the Secretary of State of the State of Delaware on April 1, 1998, is neither amended nor changed pursuant to this merger.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

Signed this 17th day of September, 1999.

TREASURE COAST IMAGING
PARTNERS, INC., the Surviving
Corporation
By:	/s/ Mark L. Wagar
	Mark L. Wagar
	Chairman of the Board, President
	andChief Executive Officer
By:	/s/ Paul M. Jolas
	Paul M. Jolas
	Senior Vice President, General
	Counsel and Secretary
QUESTAR TREASURE COAST,
INC., the Merged Corporation
By:	/s/ Mark L. Wagar
	Mark L. Wagar
	Chairman of the Board, President
	and Chief Executive Officer
By:	/s/ Paul M. Jolas
	Paul M. Jolas
	Senior Vice President, General
	Counsel and Secretary

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

TREASURE COAST IMAGING PARTNERS, INC.

It is hereby certified that:

1.      The name of the corporation (hereinafter called the “corporation”) is:

TREASURE COAST IMAGING PARTNERS, INC.

2.      The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.      The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.      The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on May 25, 2004.

Signature:	Michael L. Silhol
Name: Michael L. Silhol
Title: Senior Vice President and
Secretary

State of Delaware
Secretary of State
Division of Corporations	DE BC D-: COA CERTIFICATE OF CHANGE 09/00 (#163)
Delivered 04:04 PM 06/01/2004
FILED 03:49 PM 06/01/2004
SRV 040406558 - 2879119 FILE

EX-3.45

BYLAWS

OF

TREASURE COAST IMAGING PARTNERS, INC.

a Delaware corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be at the office of National Registered Agents, Inc. 9 East Loockerman Street, City of Dover, County of Kent, Delaware 19901.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may on an annual basis determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKEIOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated on an annual basis by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 3. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 4. Special Meetings. Special meetings of the stockholders of this corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, shall be called by the President or Secretary at the request in writing of the President, a majority of the members of the Board of Directors or holders of at least 20% of the total voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called absent such a request. Such request shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meeting. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, date (which shall be not less than ten (10) nor more than sixty (60) days from the date of the notice) and hour of the special meeting and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Ouorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Qualifications to Vote. The stockholders of record on the books of the corporation at the close of business on the record date as determined by the Board of Directors and only such stockholders shall be entitled to vote at any meeting of stockholders or any adjournment thereof.

Section 9. Record Date. The Board of Directors may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, and to fix a record date for any other purpose. The record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 10. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 11. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power

Section 12. Nominations for Board of Directors. Nominations for election to the Board of Directors must be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations, other than those made by the Board of Directors of the corporation, must be preceded by notification in writing in fact received by the Secretary of the corporation not less than sixty (60) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a) the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b) the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c) the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

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(d) a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.

Section 13. Stockholder Proposals for Meetings. At any meeting of the stockholders, only such business shall be conducted as shall be properly before the meeting. To be properly before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal place of business of the corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A stockholder’s written notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address as they appear on the corporation’s books of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting unless properly brought before such meeting in accordance with the procedures set forth in this Section 13 of Article II. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 13 of Article II and if it shall be so determined, the chairman of the meeting shall so declare this to the meeting and such business not properly brought before the meeting shall not be transacted.

ARTICLE III

DIRECTORS

Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by applicable law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

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Section 2. Number; Election; Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders provided that the number of directors shall be not less than two (2) nor more than five (5). With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled, or otherwise removed. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4. Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held upon at least seven (7) days prior written notice at such time and at such place as shall from time to time be determined by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of such location. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by the President on seven (7) days’ notice to each director by mail or two (2) days’ notice to each director by overnight courier service or facsimile; special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one (1) director, in which case special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of the sole director. Notice may be waived in accordance with Section 229 of the Delaware General Corporation Law.

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Section 8. Quorum and Action at Meetings. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are field with the minutes of proceedings of the Board of Directors or committee.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, upon proper notice duly given, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 12. Committee Authority. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the Bylaws of the corporation, or any action requiring unanimous consent of the Board of Directors pursuant to the terms of the Certificate of Incorporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

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Section 13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 14. Directors Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 15. Resignation. Any director or officer of the corporation may resign at any time. Each such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board of Directors, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

ARTICLE IV

NOTICES

Section 1. Notice to Directors and Stockholders. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the corporation that the notice has been given shall in the absence of fraud, be prima facie evidence of the facts stated therein. Notice to directors may also be given by telephone, facsimile or telegram.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE V

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, President, Secretary, Treasurer or Chief Financial Officer and such other officers with such other titles as the Board of Directors shall determine. The Board of Directors may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board of Directors may also choose one (1) or more Vice- Presidents and Assistant Secretaries. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine.

Section 3. Appointment of Other Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. Compensation. The salaries of all officers of the corporation shall be fixed by the Board of Directors or a committee thereof. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the President or any Vice-President of the corporation.

Section 5. Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman or Chairmen of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or they shall be present. He or they shall have and may exercise such powers as are, from time to time, assigned to him or them by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

Section 7. Chief Executive Officer. The Chief Executive Officer shall be the Chief Executive Officer of the corporation unless such titles are assigned to a Chairman of the Board; and in the absence of a Chairman and Vice Chairman of the Board he shall preside as the chairman of meetings of the stockholders and the Board of Directors; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer, President or any Vice-President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

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Section 8. President. In the absence of the Chief Executive Officer or in the event of his inability or refusal to act, the President, or in his absence or inability to act, a Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President and any Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. She shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chief Executive Officer, under whose supervision she shall be subject. She shall have custody of the corporate seal of the corporation and she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by her signature.

Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE VI

CAPITAL STOCK

Section 1. Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by. or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the Chief Executive Officer, President or a Vice-President and the Treasurer or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the ___ face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 3. Signature. Any of or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 5. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may lix a new record date for the adjourned meeting.

Section 7. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

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Section 4. Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Loans. The Board of Directors of this corporation may, without stockholder approval, authorize loans to, or guaranty obligations of, or otherwise assist, including, without limitation, the adoption of employee benefit plans under which loans and guarantees may be made, any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE VIII

INDEMNIFICATION

Section 1. Scope. The corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time, indemnify any director, officer, employee or agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by that Section, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 2. Advancing Expenses. Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an understanding by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant provisions of the Delaware General Corporation Law; provided, however, the corporation shall not be required to advance such expenses to a director (i) who commences any action, suit or proceeding as a plaintiff unless such advance is specifically approved by a majority of the Board of Directors, or (ii) who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by such director, disclosure of confidential information in violation of such director’s fiduciary or contractual obligations to the corporation, or any other willful and deliberate breach in bad faith of such director’s duty to the corporation or its stockholders.

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Section 3. Liability Offset. The corporation’s obligation to provide indemnification under this Article VIII shall be offset to the extent the indemnified party is indemnified by any other source including, but not limited to, any applicable insurance coverage under a policy maintained by the corporation, the indemnified party or any other person.

Section 4. Continuing Obligation. The provisions of this Article VIII shall be deemed to be a contract between the corporation and each director of the corporation who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 5. Nonexclusive. The indemnification and advancement of expenses provided for in this Article VIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

Section 6. Other Persons. In addition to the indemnification rights of directors, officers, employees, or agents of the corporation, the Board of Directors in its discretion shall have the power on behalf of the corporation to indemnify any other person made a party to any action, suit or proceeding who the corporation may indemnify under Section 145 of the Delaware General Corporation Law.

Section 7. Definitions. The phrases and terms set forth in this Article VIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time.

ARTICLE IX

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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AMENDMENT TO BYLAWS

OF

TREASURE COAST IMAGING PARTNERS, INC.,

a Delaware corporation

THIS AMENDMENT TO BYLAWS was duly adopted by the stockholders (the “Stockholders”) and Board of Directors (the “Board”) of Treasure Coast Imaging Partners, Inc., a Delaware corporation (the “Corporation”), pursuant to actions by written consents, each dated as of March 31, 2010.

In accordance with the requirements of Article IV of the Bylaws of the Corporation, the Stockholders and the Board have adopted the following amendment to the Bylaws of the Corporation:

Article III, Section 2 of the Bylaws of the Corporation is amended and restated in its entirety to read as follows:

“Section 2. Number; Election; Tenure and Qualification. The number of directors which shall constitute the whole Board of Directors shall be one (1) and shall be fixed from time to time by resolution of the Board of Directors or by the Stockholders at an annual meeting of the Stockholders. With the exception of the first Board of Directors, which shall be elected by the incorporator, and except as provided in the corporation’s Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares represented in person or by proxy and each director elected shall hold office until his successor is elected and qualified unless he shall resign, become disqualified, disabled or otherwise removed. Directors need not be stockholders.”

CERTIFICATE OF SECRETARY

OF

TREASURE COAST IMAGING PARTNERS, INC.,

a Delaware corporation

I, the undersigned, do hereby certify that:

1.           I am the duly elected and acting Secretary Treasure Coast Imaging Partners, Inc., a Delaware corporation (the “Corporation”); and

2.           The foregoing Amendment to the Bylaws constitutes a valid amendment to the Bylaws of said Corporation as duly adopted by the Stockholders and Board of Directors, pursuant to actions by written consents, each dated as of March 31, 2010.

IN WITNESS WHEREOF, I have executed this Certificate on this 5th day of April, 2010.

/s/ Jefferey L. Linden

Jefferey L. Linden, Secretary

EX-3.46

ARTICLES OF INCORPORATION

OF

QUESTAR IMAGING, INC.

ARTICLE I - NAME

The name of this Corporation in:

Questar Imaging, Inc.

ARTICLE II - PURPOSE

The Corporation is formed for the purpose of operating and transacting any and all lawful business.

ARTICLE III - CAPITAL STOCK

The Corporation is authorized to issue 7,000 shares of $1.00 par value common stock, which shall be designated “Common Shares”.

Authorized capital stock may be paid for in cash, services, or property, at a just value to be fixed by the Board of Directors of this Corporation at any regular or special meeting.

ARTICLE IV - PREEMPTIVE RIGHTS

Every shareholder, upon the sale for cash of any new stock of this Corporation of the same kind, class or series as that which he already holds, shall have the right to purchase his pro rata share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.

ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial principal office of this Corporation is 6801 Adamo Drive, Tampa, FL 33619, and the name and address of the initial registered agent of this Corporation is Joseph J. Clauer, 6801 Adamo Drive, Tampa, FL 33619.

ARTICLE VI - INITIAL BOARD OF DIRECTORS

This Corporation shall have 3 Directors(s) initially. The number of Directors may be either increased or diminished from time to time by the bylaws but shall never be less than one. The name and address of the initial Director(s) of this Corporation is/are:

Paul M. Stanley, Tampa, FL      

 Thomas R. Newkirk, Tampa, FL

Joseph J. Clauer, Tampa, FL     

ARTICLE VII - INCORPORATION

The name and address of the person signing these Articles is:

Joseph J. Clauer   

 6801 Adamo Drive

Tampa, FL 33619  

ARTICLE VIII - BYLAWS

The power to adopt, alter, amend or repeal bylaws shall be vested in the Board of Directors and the Shareholders. Every Amendment shall be approved by the Board of Directors, proposed by them to the Shareholders, and approved at a Shareholder's meeting by a majority of the stock entitled to vote thereon, unless all Directors and all the Shareholders sign a written statement manifesting their intention that a certain Amendment of these Articles of incorporation be made.

ARTICLE XI - CALLING OF SPECIAL MEETING

Special meetings of shareholders may be called by the President, the Secretary, a majority of the Shareholders, the Board of Directors of this Corporation or a designee of any of the same.

ARTICLE X - REMOVAL OF DIRECTORS

The shareholders of this Corporation shall be entitled to remove any Director from office with or without cause during his term.

ARTICLE XI – INDEMNIFICATION

The Corporation shall indemnify any officer or Director, or any former officer or Director, to the full extent permitted by law.

ARTICLE XII – APPROVAL OF SHAREHOLDERS

REQUIRED FOR MERGER

The approval of the Shareholders of this Corporation to any plan of merger shall be required in every case, whether or not such Approval is required by law.

ARTICLE XIII – AMENDMENT

This Corporation reserves the right to amend or appeal any provisions contained in these Articles of Incorporation, or any Amendment thereto, and any right conferred upon the Shareholders is subject to this reservation.

ARTICLE XIV - MISCELLANEOUS PROVISIONS

It is the intention of the Incorporation of this Corporation that the first Board of Directors adopt a Plan under section 1244 of the Internal Revenue Code allowing a limited ordinary loss to individuals for loss on stock of a Small Business Corporation which qualifies under the Code.

IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles of incorporation this 16th day of May, 1995.

/s/ Joseph J. Clauer

Joseph J. Clauer

Subscriber

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

Before me, the undersigned authority, personally appeared Joseph J. Clauer, known to me to be the person who executed the foregoing Articles of Incorporation, and she/he acknowledge before me that she/he executed these Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the State and County aforesaid, this 17th day of May 1995.

/s/ Donna R. Ortelt

Donna R. Ortelt

NOTARY PUBLIC

ACKNOWLEDGEMENT OF RESIDENT AGENT

Having been named to accept service of process for ______ Questar Imaging, Inc., at the place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act relative to keeping open said office.

/s/ Joseph J. Clauer

Joseph J. Clauer

Resident Agent

EX-3.47

BYLAWS OF

QUESTAR IMAGING, INC.

ARTICLE I. MEETING

Section 1 Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held on March 1, of each year or at such other time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of Directors of the Corporation. If the designated day shall fall on a weekend or legal holiday, then the meeting shall be held on the first business day thereafter.

Section 2. Special Meetings. Special meetings of the Shareholders shall be held when directed by Chairman, President or Secretary of the Corporation, or when requested in writing by the holders of not less than all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, the President, a majority of Shareholders, the Board of Directors, or such other person as designated by any of the same.

Section 3. Place. Meetings of Shareholders shall be held at the principal place of business of the Corporation, the law office representing the Corporation or at such other place as may be designated by the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, prepaid and addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation.

Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjournment meeting, a notice of the adjourned meeting shall be given as provided in this Article to each Shareholder of record.

Section 6. Shareholder Quorum and Voting, A unanimous representation of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If quorum is present, the affirmative vote of all of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Shareholders, unless otherwise provided by law.

Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of Shareholders.

Section 8. Proxies. A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or his duly authorized attorney-in-fact. No proxy shall be valid eleven (11) months from the date thereof unless otherwise provided in the proxy.

Section 9. Action by Shareholders Without a Meeting. Any action required by law, these Bylaws, the Articles of Incorporation, or Stockholders Agreement of the Corporation to be taken at any annual or special meeting of Shareholders, or any action which may be taken at any annual or special meeting of Shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of all of the outstanding stock necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, as is provided by law.

ARTICLE II. DIRECTORS

Section 1. Function. The Board of Directors shall exercise its power and authority to manage the business and affairs of the Corporation.

Section 2. Oualification. Directors need not be residents of this state and Shareholders of this Corporation.

Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of the Officers and Directors of the Corporation.

Section 4. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any Corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 5. Number. Amended by BOD 8-1-99

   Amended by BOD 2-6-03

Section 6. Election and Term. Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of Shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

At the first annual meeting for Shareholders and at each annual meeting thereafter, the Shareholders shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office for a term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 7. Vacancies. Amended by BOD 2-6-03

Section 8. Ouorum and Voting. Amended by BOD 2-6-03

Section 9. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members and executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except as is provided by law.

Section 10. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place as may be designated by the Board.

Section 1l Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on March 1, of each year. Written notice of the time and place of special meetings of the Board of Directors shall be given to each Director by either personal delivery, telegram or cablegram at least three (3) days before the meeting or by notice mailed to the Director at least three (3) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of notice either before or after a meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objections to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors.

Meetings of the Board of Directors may be called by the Chairman of the Board, by the President, by the Secretary Treasurer of the Corporation or by any two Directors.

Members of the Board of Directors may participate in a meeting for such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 12. Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof:, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the Directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE III. OFFICERS

Section 1 Officers. The officers of this Corporation may consist of a President, an Executive Vice President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents, as may be deemed necessary, may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person.

Section 2. Duties. The Stockholders/Officers of this Corporation shall have the following duties: The Chairman of the Board shall preside over all Board of Directors and Stockholders’ meetings.

The President shall be the Chief Executive Officer of the Corporation, shall have the general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors.

The Executive Vice President and Secretary shall assist with management and business affairs of the Corporation, and shall have custody of, and maintain, all of the Corporate records, shall record the minutes of all meetings of the Shareholders and Board of Directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors.

Section 3. Removal of Officers. Subject to a Stockholder’s Agreement, an officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever, in its judgement, the best interests of the Corporation will be served thereby.

Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV. STOCK CERTIFICATES

Section 1. Issuance. Every holder of shares in this Corporation shall be entitled to have a certificate representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in this Corporation shall be signed by the President and Secretary and may be sealed with the seal of this Corporation or a facsimile thereof.

Section 3. Transfer of Stock. Subject to a Stockholders Agreement, the Corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4. Lost, Stolen or Destroyed Certificates. If the Shareholder shall claim to have lost or destroyed a certificate of shares issued upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or ether indenmity in such amount and with such sureties, if any, as the Board may reasonably require.

ARTICLE V. BOOKS AND RECORDS

Section 1. Books and Records. This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Shareholders, Board of Directors and Committees of Directors.

This Corporation shall keep at its registered office or principal place of business, a record of its Shareholders, giving the names and addresses of all Shareholders and the number of shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares, or of voting trust certificates therefor, at least six months immediately preceding his demand, or the holder of record of voting trust certificates for at least five percent (5%) of the outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of accounts, minutes and records of Shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than two (2) months after the close of each fiscal year, this Corporation shall prepare, on an accrual basis, a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.

Upon the request of any Shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to each Shareholder, or holder of voting trust certificates, a copy of the most recent such balance sheet and profit and loss statement.

This balance sheet and profit and loss statement shall be filed in the registered office of the Corporation in this state, shall be kept for at least five (5) years, and shall be subject to inspection during business hours by any Shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI. DWIDENDS

The Board of Directors of this Corporation may, from time to time, declare, and the Corporation may pay, dividends on its shares in cash, property or its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent, subject to the provisions of Florida Statutes.

ARTICLE VII. CORPORATE SEAL

The Board of Directors shall provide a Corporate seal which shall be in circular form.

ARTICLE VIII. AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a unanimous vote of the Board of Directors making such a resolution; and, thereafter, submitting the said altered, amended, repealed and new Bylaws to a specially called Shareholders’ meeting, at which meeting a majority of the Shareholders entitled to vote, represented in person or by proxy, shall have approved or disapproved.

The foregoing Bylaws were adopted by a unanimous vote of the Shareholders of Questar Imaging, Inc. at its principal Shareholders’ meeting held on May 22, 1995

/s/ Thomas R. Newkirk

Thomas R. Newkirk

Secretary

QUESTAR IMAGING, INC.

UNANIMOUS WRITTEN CONSENT IN LIEU OF

MEETING OF BOARD OF DIRECTORS

Dated as of August 1, 1999

The undersigned, being all of the duly elected and qualified members of the Board of Directors of Questar Imaging, Inc., a Florida corporation (the “Corporation”), pursuant to the provisions of the laws of the state of incorporation and the By-laws of the Corporation, do hereby consent that when they have signed this consent or an exact counterpart hereof, the resolution set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as if adopted at a formal meeting of the Board of Directors of the Corporation, duly called and held for the purpose of acting upon a proposal to adopt such resolution.

RESOLVED, that the following persons are hereby elected to the office(s) of the Corporation set forth opposite their respective names below, to serve in such office(s) at the pleasure of the Board of Directors of the Corporation until the earliest of: (i) the next annual meeting of the Board of Directors of the Corporation, or written consent in lieu thereof, as the case may be; (ii) such officers death; (iii) such officer’s resignation; or (iv) such officer’s removal from such office(s):

Name	Office
Mark L. Wagar	Chairman of the Board, President and Chief Executive Officer
Mark S. Martin	Senior Vice President and Chief Operating Officer
Sami S. Abbasi	Senior Vice President and Chief Financial Officer
Paul M. Jolas	Senior Vice President, General Counsel and Secretary
David W. Young	Treasurer and Controller

/s/ Paul M. Jolas	/s/ Mark L. Wagar
Paul M. Jolas	Mark L. Wagar

ACTION BY UNANIMOUS WRITTEN CONSENT

OF

THE BOARD OF DIRECTORS

OF

QUESTAR IMAGING, INC.

Under and in accordance with Florida corporation law and the bylaws of Questar Imaging, Inc., a Florida corporation (the “Company”), the undersigned sole member of the Board of Directors of the Company, waiving all notice, hereby executes this instrument, or a counterpart hereof, to evidence his consent to the actions set forth herein, and adoption of the following resolutions without a meeting:

ACCEPTANCE OF MARK L. WAGAR’S RESIGNATION

WHEREAS, Mark L. Wagar has requested that the Company’s Board of Directors accept his resignation as a director and officer of the Company and its subsidiaries effective February 6, 2003;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby accepts the resignation of Mark L. Wagar from his positions as a director and officer of the Company and its subsidiaries as requested; and

ACCEPTANCE OF MARK S. MARTIN’S RESIGNATION

WHEREAS, Mark S. Martin has requested that the Company’s Board of Directors accept his resignation as President and Chief Operating Officer of the Company and its subsidiaries effective February 6, 2003;

RESOLVED THEREFORE, that the Board of Directors hereby accepts the resignation of Mark S. Martin from his positions as President and Chief Operating Officer of the Company and its subsidiaries as requested; and

APPOINTMENT OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

WHEREAS, as a result of the resignations of Mr. Wagar and Mr. Martin, vacancies exist in the offices of the Company’s President and Chief Executive Officer;

RESOLVED THEREFORE, that Stephen D. Linehan be, and he hereby is, elected to the offices of President and Chief Executive Officer of the Company effective February 6, 2003, to serve in such offices at the pleasure of the Board of Directors and in accordance with the employment agreement between the Company and Mr. Linehan; and

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AMENDMENTS TO THE BYLAWS

RESOLVED, that Article II, Section 5 of the Bylaws of the Company is hereby amended to read in its entirety as follows:

Section 5. Number, This Corporation shall have such number of directors as the Board of Directors shall determine from time to time.

RESOLVED FURTHER, that Article II, Section 7 of the Bylaws of the Company is hereby amended to read in its entirety as follows:

Section 7. Vacancies. Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve for the remainder of the term of the vacated directorships being filled and until their successors are duly elected and shall qualify, unless sooner displaced. Until such time as any such vacancy is filled, the Board of Directors may transact business through a majority of the directors then in office, though less than a quorum, or by a sole remaining director.

RESOLVED FURTHER, that Article II, Section 8 of the Bylaws of the Company is hereby amended to read in its entirety as follows:

Section 8. Quorum and Voting. A majority of the Directors shall constitute a quorum for the transaction of business. The act of voting by the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

APPOINTMENT OF DIRECTOR

WHEREAS, a vacancy exists on the Company’s Board of Directors as a result of Mr. Wagar’s resignation from his position as a director of the Company; and

WHEREAS, the Board of Directors desires to fill the vacancy by appointing Mr. Linehan to the Board of Directors.

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RESOLVED THEREFORE, that Stephen D. Linehan be, and he hereby is, appointed, effective February 6, 2003, to serve as a director of the Company until the next annual meeting of stockholders or until his successor is duly elected and qualified; and

GENERAL AUTHORIZATION

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, directed and empowered, for and on behalf of the Company, to execute, deliver and perform any and all documents necessary, appropriate or advisable to effect the purposes of the foregoing resolutions and preambles.

EXECUTED as of the date set forth below.

DATE	SIGNATURE
	/s/ Paul M. Jolas
February 6, 2003	Paul M. Jolas, Sole Director

EX-3.48

ARTICLES OF INCORPORATION

OF

QUESTAR LOS ALAMITOS, INC.

ARTICLE I - NAME

The name of this Corporation is Questar Los Alamitos, Inc.

ARTICLE II - PURPOSE

The Corporation is formed for the purpose of operating and transacting any and all lawful business.

ARTICLE III - CAPITAL STOCK

The Corporation is authorized to issue 1,000 shares of common stock, at $1.00 par value, which shall be designated "Common Shares." Authorized capital stock may be paid for in cash, services, or property, at a just value to be fixed by the Board of Directors of this Corporation at any regular or special meeting.

ARTICLE IV - PREEMPTIVE RIGHTS

Every shareholder, upon the sale for cash of any new stock of this Corporation of the same kind, class, or series as that which he already holds, shall have the right to purchase his pro rata share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.

ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial principal office of this Corporation is 15438 N. Florida Ave. Suite 200, Tampa, Florida 33613, and the name and the address of the initial registered agent of this Corporation is Thomas R. Newkirk, 15438 N. Florida Ave. Suite 200, Tampa, Florida, 33613.

ARTICLE VI - INITIAL BOARD OF DIRECTORS

This corporation shall have two Directors initially. The number of Directors may be either increased or diminished from time to time by the bylaws but shall never be less than one. The name and address of the initial Directors of this Corporation are:

Paul M. Stanley

Thomas R. Newkirk

ARTICLE VI - INCORPORATION

The name and address of the person signing these Articles is:

Thomas R. Newkirk

15438 N. Florida Avenue, Suite 200

Tampa, Florida 33613

ARTICLE VIII - BYLAWS

The power to adopt, alter, amend, or repeal bylaws shall be vested in the Board of Directors and the Shareholders. Every Amendment shall be approved by the Board of Directors, proposed by them to the Shareholders, and approved at a Shareholder's meeting by a majority of the stock entitled to vote thereon, unless all Directors and all the Shareholders sign a written statement manifesting their intention that a certain Amendment of these Articles of Incorporation be made.

ARTICLE IX - CALLING OF SPECIAL MEETING

Special meetings of Shareholders may be called by the President, the Secretary, a majority of the Shareholders, the Board of Directors of this Corporation, or a designee of any of the same.

ARTICLE X - REMOVAL OF DIRECTORS

The Shareholders of this Corporation shall be entitled to remove any Director from office with or without cause during his term.

ARTICLE XI - INDEMNIFICATION

The Corporation shall indemnify any officer or Director, or any former officer or Director, to the full extent permitted by law.

ARTICLE XII - APPROVAL OF SHAREHOLDERS REQUIRED FOR MERGER

The approval of the Shareholders of this Corporation to any plan of merger shall be required in every case, whether or not such approval is required by law.

ARTICLE XIII - AMENDMENT

This Corporation reserves the right to amend or appeal any provisions contained in these Articles of Incorporation, or any amendment thereto, and any right conferred upon the Shareholders is subject to this reservation.

ARTICLE XIV - MISCELLANEOUS PROVISIONS

It is the intention of the incorporation of this Corporation that the first Board of Directors adopt a Plan under Section 1244 of the Internal Revenue Code allowing a limited ordinary loss to individuals for loss on stock of a Small Business Corporation which qualifies under the Code.

IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles of Incorporation on this 19th day of May, 1999.

/s/ Thomas R. Newkirk

Thomas R. Newkirk, Subscriber

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

Before me, the undersigned authority, personally appeared Thomas R. Newkirk, known to me to be the person who executed the foregoing Articles of Incorporation, and she/he acknowledge before me that she/he executed these Articles of Incorporation

IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the State and County aforesaid, this 20th day of May, 1999.

	/s/ Frances J. Cromer
	Notary Public

ACKNOWLEDGEMENT OF RESIDENT AGENT

Having been named to accept service of process for Questar Los Alamitos, Inc. at the place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act relative to keeping open said office.

/s/ Thomas R. Newkirk

Thomas R. Newkirk

Resident Agent

EX-3.49

WRITTEN CONSENT OF THE SOLE SHAREHOLDER

OF

QUESTAR LOS ALAMITOS, INC.

Under and in accordance with Florida law, the undersigned sole shareholder of Questar Los Alamitos, Inc., a Florida corporation (the “Company”), waiving all notice, hereby executes this instrument to evidence its consent to the actions set forth herein, and adoption of the following resolution without a meeting:

AMENDMENT OF BYLAWS

Article V, Section 3 of the Company’s Bylaws is hereby amended in its entirety to read as follows:

The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of November 9, 2006.

SOLE SHAREHOLDER:
QUESTAR IMAGING, INC.
By:	/s/ Sami S. Abbasi
Name:	Sami S. Abbasi
Title:	President and CEO

BY-LAWS

OF

QUESTAR LOS ALAMITOS, INC.

ARTICLE I.

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting.

The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders; provided, however, the failure to hold an annual meeting of shareholders in accordance with these By-Laws shall not affect the validity of any corporate action and shall not work a forfeiture or a dissolution of the Corporation. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 2. Special Meetings.

Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than ten percent of all the shares entitled to vote at the meeting.

Section 3. Place.

Meeting of shareholders may be held within or without the State of Florida.

Section 4. Notice.

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meeting, either personally or by first-class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meetings.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6. Fixing Record Date.

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

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If no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7. Voting Record.

If the corporation shall have more than five (5) shareholders the officers or agent having charge of the stock transfer books for shares of the corporation shall make, prior to each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholders in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

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Section 8. Shareholder Quorum and Voting.

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law. After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9. Voting of Shares.

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

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At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.

Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the By-Laws of the corporate shareholder; or, in the absence of any applicable By-Law, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the By-Laws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the Chairman of the Board, President, and Vice President, Secretary, and Treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

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On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instrument and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10. Proxies.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

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If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11. Voting Trusts.

Any number of shareholders of this corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 12. Shareholders’ Agreements.

Two or more shareholders of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the shares standing in their names. A transfer of shares of this corporation whose shareholders have a shareholder’s agreement authorized by this section shall be bound by such agreement if he takes shares subject to such agreement with notice thereof. A transferee shall be deemed to have notice of any such agreement if the exercise thereof is noted on the face or back of the certificate or certificates representing such shares.

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Section 13. Action by Shareholders Without a Meeting.

Any action required by law, these By-Laws, or the Articles of Incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided by law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions as provided by law regarding the rights of dissenting shareholders.

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ARTICLE II.

DIRECTORS

Section 1. Function.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

Section 2. Qualification.

Directors need not be residents of this state or shareholders of this corporation.

Section 3. Compensation.

The Board of Directors shall have authority to fix the compensation of directors.

Section 4. Duties of Directors.

A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented, (2) counsel, public accountants, or (3) other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or a committee of the Board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

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A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation and shall be indemnified by the corporation for any and all claims and/or losses arising out of his service as a director of the Corporation.

Section 5. Presumption of Assent.

A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have agreed, consented to and adopted such corporate action unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6. Number.

The Board of Directors shall consist of one or more members, the exact number to be determined from time to time by shareholders or the Board of Directors. The number of directors may be increased or decreased from time to time by the shareholder or by the Board of Directors, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7. Election and Term.

Each person named in the Articles of Incorporation or by the incorporator as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

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At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies.

Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9. Removal of Directors.

At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting.

A majority of the number of directors fixed by these By-Laws shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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Section 11. Director Conflicts of Interest.

No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

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approve or recommend to shareholders actions or proposals required by law to be approved by shareholders, designate candidates for the office of director, for purposes of proxy solicitation or otherwise fill vacancies on the Board of Directors or any committee thereof, amend the By-Laws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms upon which such shares may be issued or sold, including without limitation, the price, the rate or manner of payment of dividends, provisions of redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

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Section 13. Place of Meetings.

Regular and special meeting by the Board of Directors may be held within or without the State of Florida.

Section 14. Time, Notice and Call of Meetings.

Regular meetings of the Board of Directors shall be held without notice at such times as the Board of Directors may fix. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or telecopy at least two days before the meeting or by notice mailed to the director at least five days before the meeting.

Notice of the meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the Board, by the president of the corporation, or by any two directors.

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Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 15. Action Without a Meeting.

Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all of the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE III.

OFFICERS

Section 1. Officers.

The officers of this corporation shall consist of a chairman, president, secretary and treasurer, and may also include one or more vice presidents, each of whom shall be elected by the Board of Directors at a meeting of directors following the annual meeting of shareholders of this corporation, and shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect a chairman, president, vice president, secretary, or treasurer shall not affect the existence of this corporation.

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Section 2. Duties.

The officers of this corporation shall have the following duties:

The Chairman of the corporation shall serve as the Chairman of the Board of Directors, shall preside at all meetings, and shall be the chief executive officer of the corporation.

The President of the corporation shall be the chief operating officer of the corporation and have general and active management of the business affairs of the corporation subject to the direction of the Chairman and the Board of Directors. The President shall have all of the duties normally performed by the Chairman, when the Chairman is unable or unavailable to act.

The Vice President, if one or more is elected or appointed, shall have all of the duties normally performed by the President when the President is unable or unavailable to act, by order of seniority. Otherwise, his duties shall be subject to the direction of the Chairman, the President and the Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records, except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors, the Chairman or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of stockholders and whenever else required by the Board of Directors, the Chairman or the President, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman or the President.

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Section 3. Removal of Officers.

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interest of the corporation will be served thereby. Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent. Any vacancy, however occurring, in any office, may be filled by the Board of Directors, unless the By-Laws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

ARTICLE IV.

INDEMNIFICATION

Any person, his heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he, his testator, or intestate is or was a director, officer, employee, or agent of this corporation or serves or served any other corporation or other enterprise in any capacity at the request of this corporation, shall be indemnified by this corporation, and this corporation may advance his related expenses to the full extent permitted by law. In discharging his duty, any director, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the corporation whom the director, officer, employee, or agent reasonably believes to be reliable and competent in the matters presented, (2) counsel, public accountants, or other persons as to matters that the director, officer, employee, or agent believes to be within that person’s professional or expert competence, or (3) in the case of a director, a committee of the Board of Directors upon which he does not serve, duly designated according to law, as to matters within its designated authority, if the director reasonably believes that the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his heirs, or personal representatives may be entitled. The corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

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ARTICLE V.

STOCK CERTIFICATES

Section 1. Issuance.

Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form.

Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary, if any, and may be sealed with the seal of this corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

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In the event the corporation is authorized to issue more than one class or series, every certificate representing shares issued by this corporation shall be set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of such restrictions.

Each certificate representing shares shall state upon the face thereof: the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

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Section 3. Transfer of Stock.

The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney, and the signature of such person has been guaranteed by a commercial bank or trust company or by a member of the New York or American Stock Exchange.

Section 4. Lost, Stolen, or Destroyed Certificates.

The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VI.

ROOKS AND RECORDS

Section 1. Books and Records.

This corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees of directors. This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

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Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights.

Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information.

Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent annual balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for as long as the law requires and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

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ARTICLE VII.

DIVIDENDS

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, to the full extent permitted by law.

ARTICLE VIII.

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the year of incorporation, and the word “seal”; it may be any of a facsimile, engraved, printed or impression seal.

ARTICLE IX.

AMENDMENT

These By-Laws may be repealed or amended, and new By-Laws may be adopted, either by the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any by-law adopted by shareholders if the shareholders specifically provide such by-law shall not be subject to amendment or repeal by the directors.

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EX-3.50

ARTICLES OF INCORPORATION

OF

QUESTAR VICTORVILLE, INC.

ARTICLE I - NAME

The name of this Corporation is Questar Victorville, Inc.

ARTICLE II - PURPOSE

The Corporation is formed for the purpose of operating and transacting any and all lawful business.

ARTICLE III - CAPITAL STOCK

The Corporation is authorized to issue 1,000 shares of common stock, at $1.00 par value, which shall be designated “Common Shares.” Authorized capital stock may be paid for in cash, services, or property, at a just value to be fixed by the Board of Directors of this Corporation at any regular or special meeting.

ARTICLE IV - PREEMPTIVE RIGHTS

Every shareholder, upon the sale for cash of any new stock of this Corporation of the same kind, class, or series as that which he already holds, shall have the right to purchase his pro rata share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.

ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial principal office of this Corporation is 15438 N. Florida Ave. Suite 200, Tampa, Florida 33613, and the name and the address of the initial registered agent of this Corporation is Thomas R. Newkirk, 15438 N. Florida Ave. Suite 200, Tampa, Florida, 33613.

ARTICLE VI - INITIAL BOARD OF DIRECTORS

This corporation shall have two Directors initially. The number of Directors may be either increased or diminished from time to time by the bylaws but shall never be less than one. The name and address of the initial Directors of this Corporation are:

Paul M. Stanley

Thomas R. Newkirk

ARTICLE VI - INCORPORATION

The name and address of the person signing these Articles is:

Thomas R. Newkirk

15438 N. Florida Avenue, Suite 200

Tampa, Florida 33613

ARTICLE VIII - BYLAWS

The power to adopt, alter, amend, or repeal bylaws shall be vested in the Board of Directors and the Shareholders. Every Amendment shall be approved by the Board of Directors, proposed by them to the Shareholders, and approved at a Shareholder’s meeting by a majority of the stock entitled to vote thereon, unless all Directors and all the Shareholders sign a written statement manifesting their intention that a certain Amendment of these Articles of Incorporation be made.

ARTICLE IX - CALLING OF SPECIAL MEETING

Special meetings of Shareholders may be called by the President, the Secretary, a majority of the Shareholders, the Board of Directors of this Corporation, or a designee of any of the same.

ARTICLE X - REMOVAL OF DIRECTORS

The Shareholders of this Corporation shall be entitled to remove any Director from office with or without cause during his term.

ARTICLE XI - INDEMNIFICATION

The Corporation shall indemnify any officer or Director, or any former officer or Director, to the full extent permitted by law.

ARTICLE XII - APPROVAL OF SHAREHOLDERS REQUIRED FOR MERGER

The approval of the Shareholders of this Corporation to any plan of merger shall be required in every case, whether or not such approval is required by law.

ARTICLE XIII – AMENDMENT

This Corporation reserves the right to amend or appeal any provisions contained in these Articles of Incorporation, or any amendment thereto, and any right conferred upon the Shareholders is subject to this reservation.

ARTICLE XIV - MISCELLANEOUS PROVISIONS

It is the intention of the incorporation of this Corporation that the first Board of Directors adopt a Plan under Section 1244 of the Internal Revenue Code allowing a limited ordinary loss to individuals for loss on stock of a Small Business Corporation which qualifies under the Code.

IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles of Incorporation on this 19th day of May, 1999.

/s/ Thomas R Newkirk

Thomas R Newkirk, Subscriber

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

Before me, the undersigned authority, personally appeared Thomas R. Newkirk, known to me to be the person who executed the foregoing Articles of Incorporation, and she/he acknowledge before me that she/he executed these Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my band and official seal, in the State and County aforesaid, this 20th day of May, 1999.

	/s/ Frances J. Cromer
	Notary Public

ACKNOWLEDGEMENT OF RESIDENT AGENT

Having been named to accept service of process for Questar Victorville, Inc. at the place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act relative to keeping open said office.

/s/ Thomas R. Newkirk

Thomas R. Newkirk

Resident Agent

EX-3.51

WRITTEN CONSENT OF THE SOLE SHAREHOLDER

OF

QUESTAR VICTORVILLE, INC.

Under and in accordance with Florida law, the undersigned sole shareholder of Questar Victorville, Inc., a Florida corporation (the “Company”), waiving all notice, hereby executes this instrument to evidence its consent to the actions set forth herein, and adoption of the following resolution without a meeting:

AMENDMENT OF BYLAWS

Article V, Section 3 of the Company’s Bylaws is hereby amended in its entirety to read as follows:

The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of November 9, 2006.

SOLE SHAREHOLDER:
QUESTAR IMAGING, INC.
By:	/s/ Sami S. Abbasi
Name:	Sami S. Abbasi
Title:	President and CEO

BY-LAWS

OF

QUESTAR VICTORVILLE, INC.

ARTICLE I.

MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting.

The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders; provided, however, the failure to hold an annual meeting of shareholders in accordance with these By-Laws shall not affect the validity of any corporate action and shall not work a forfeiture or a dissolution of the Corporation. Business transacted at the annual meeting shall include the election of directors of the corporation.

Section 2. Special Meetings.

Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than ten percent of all the shares entitled to vote at the meeting.

Section 3. Place.

Meeting of shareholders may be held within or without the State of Florida.

Section 4. Notice.

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meeting, either personally or by first-class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Notice of Adjourned Meetings.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6. Fixing Record Date.

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

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If no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 7. Voting Record.

If the corporation shall have more than five (5) shareholders the officers or agent having charge of the stock transfer books for shares of the corporation shall make, prior to each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the transfer agent or registrar of the corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholders in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

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Section 8. Shareholder Quorum and Voting.

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law. After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 9. Voting of Shares.

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

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At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.

Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the By-Laws of the corporate shareholder; or, in the absence of any applicable By-Law, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the By-Laws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the Chairman of the Board, President, and Vice President, Secretary, and Treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

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On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instrument and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10. Proxies.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

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If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

Section 11. Voting Trusts.

Any number of shareholders of this corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 12. Shareholders’ Agreements.

Two or more shareholders of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the shares standing in their names. A transfer of shares of this corporation whose shareholders have a shareholder’s agreement authorized by this section shall be bound by such agreement if he takes shares subject to such agreement with notice thereof. A transferee shall be deemed to have notice of any such agreement if the exercise thereof is noted on the face or back of the certificate or certificates representing such shares.

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Section 13. Action by Shareholders Without a Meeting.

Any action required by law, these By-Laws, or the Articles of Incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided by law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions as provided by law regarding the rights of dissenting shareholders.

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ARTICLE II.

DIRECTORS

Section 1. Function.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

Section 2. Qualification.

Directors need not be residents of this state or shareholders of this corporation.

Section 3. Compensation.

The Board of Directors shall have authority to fix the compensation of directors.

Section 4. Duties of Directors.

A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented, (2) counsel, public accountants, or (3) other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or a committee of the Board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

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A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation and shall be indemnified by the corporation for any and all claims and/or losses arising out of his service as a director of the Corporation.

Section 5. Presumption of Assent.

A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have agreed, consented to and adopted such corporate action unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 6. Number.

The Board of Directors shall consist of one or more members, the exact number to be determined from time to time by shareholders or the Board of Directors. The number of directors may be increased or decreased from time to time by the shareholder or by the Board of Directors, but no decrease shall have the effect of shortening the terms of any incumbent director.

Section 7. Election and Term.

Each person named in the Articles of Incorporation or by the incorporator as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

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At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies.

Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9. Removal of Directors.

At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting.

A majority of the number of directors fixed by these By-Laws shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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Section 11. Director Conflicts of Interest.

No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 12. Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

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approve or recommend to shareholders actions or proposals required by law to be approved by shareholders, designate candidates for the office of director, for purposes of proxy solicitation or otherwise fill vacancies on the Board of Directors or any committee thereof, amend the By-Laws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms upon which such shares may be issued or sold, including without limitation, the price, the rate or manner of payment of dividends, provisions of redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee.

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Section 13. Place of Meetings.

Regular and special meeting by the Board of Directors may be held within or without the State of Florida.

Section 14. Time. Notice and Call of Meetings.

Regular meetings of the Board of Directors shall be held without notice at such times as the Board of Directors may fix. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or telecopy at least two days before the meeting or by notice mailed to the director at least five days before the meeting.

Notice of the meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the Board, by the president of the corporation, or by any two directors.

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Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 15. Action Without a Meeting.

Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors, or all of the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE III.

OFFICERS

Section 1. Officers.

The officers of this corporation shall consist of a chairman, president, secretary and treasurer, and may also include one or more vice presidents, each of whom shall be elected by the Board of Directors at a meeting of directors following the annual meeting of shareholders of this corporation, and shall serve until their successors are chosen and qualify. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect a chairman, president, vice president, secretary, or treasurer shall not affect the existence of this corporation.

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Section 2. Duties.

The officers of this corporation shall have the following duties:

The Chairman of the corporation shall serve as the Chairman of the Board of Directors, shall preside at all meetings, and shall be the chief executive officer of the corporation.

The President of the corporation shall be the chief operating officer of the corporation and have general and active management of the business affairs of the corporation subject to the direction of the Chairman and the Board of Directors. The President shall have all of the duties normally performed by the Chairman, when the Chairman is unable or unavailable to act.

The Vice President, if one or more is elected or appointed, shall have all of the duties normally performed by the President when the President is unable or unavailable to act, by order of seniority. Otherwise, his duties shall be subject to the direction of the Chairman, the President and the Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records, except the financial records; shall record the minutes of all meetings of the stockholders and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors, the Chairman or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of stockholders and whenever else required by the Board of Directors, the Chairman or the President, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman or the President.

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Section 3. Removal of Officers.

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interest of the corporation will be served thereby. Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent. Any vacancy, however occurring, in any office, may be filled by the Board of Directors, unless the By-Laws shall have expressly reserved such power to the shareholders.

Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

ARTICLE IV.

INDEMNIFICATION

Any person, his heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he, his testator, or intestate is or was a director, officer, employee, or agent of this corporation or serves or served any other corporation or other enterprise in any capacity at the request of this corporation, shall be indemnified by this corporation, and this corporation may advance his related expenses to the full extent permitted by law. In discharging his duty, any director, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the corporation whom the director, officer, employee, or agent reasonably believes to be reliable and competent in the matters presented, (2) counsel, public accountants, or other persons as to matters that the director, officer, employee, or agent believes to be within that person’s professional or expert competence, or (3) in the case of a director, a committee of the Board of Directors upon which he does not serve, duly designated according to law, as to matters within its designated authority, if the director reasonably believes that the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his heirs, or personal representatives may be entitled. The corporation may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

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ARTICLE V.

STOCK CERTIFICATES

Section 1. Issuance.

Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2. Form.

Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary, if any, and may be sealed with the seal of this corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

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In the event the corporation is authorized to issue more than one class or series, every certificate representing shares issued by this corporation shall be set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of such restrictions.

Each certificate representing shares shall state upon the face thereof: the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

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Section 3. Transfer of Stock.

The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney, and the signature of such person has been guaranteed by a commercial bank or trust company or by a member of the New York or American Stock Exchange.

Section 4. Lost. Stolen, or Destroyed Certificates.

The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VI.

BOOKS AND RECORDS

Section 1. Books and Records.

This corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees of directors. This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

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Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2. Shareholders’ Inspection Rights.

Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information.

Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent annual balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for as long as the law requires and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

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ARTICLE VII.

DIVIDENDS

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, to the full extent permitted by law.

ARTICLE VIII.

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the year of incorporation, and the word “seal”; it may be any of a facsimile, engraved, printed or impression seal.

ARTICLE IX.

AMENDMENT

These By-Laws may be repealed or amended, and new By-Laws may be adopted, either by the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any by-law adopted by shareholders if the shareholders specifically provide such by-law shall not be subject to amendment or repeal by the directors.

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EX-3.52

EX-3.54

ADVANCED RADIOLOGY, LLC

ARTICLES OF ORGANIZATION

THESE ARTICLES OF ORGANIZATION are made this 1st day of September, 1994,  by the undersigned.

The undersigned, being duly authorized, wishing to form a limited liability company under and pursuant to the provisions of the Maryland Limited Liability Company Act hereby certifies to the Maryland State Department of Assessments and Taxation that:

1.           Name of Company. The name of the company shall be ADVANCED RADIOLOGY, LLC (the “Company”).

2.           Purpose of Company. The purpose for which the Company has been formed have been and shall be to conduct the practice of medicine and any other lawful purpose.

3.           Principal Office and Resident Agent of Company. The principal office, mailing address and place of business of the Company shall be 122 Slade Avenue, Suite 301, Baltimore, Maryland 21208. The resident agent of the Company shall be Michael Sherman, M.D., 122 Slade Avenue, Suite 301, Baltimore, Maryland 21208.

4.           Dissolution. The latest date on which the Company shall dissolve shall be December 31, 2040.

5.           Restrictions on Authority. The authority of the Members’ of the Company to act for the Company, solely by virtue of their being Members, is limited as set forth in the Operating Agreement of the Company.

IN WITNESS WHEREOF, the undersigned, duly authorized to form Advanced Radiology, LLC hereby executes, as of the above date, these Articles of Organization.

/s/JEFFREY A. MARKOWITZ

JEFFREY A. MARKOWITZ

EX-3.55

AMENDED AND RESTATED OPERATING AGREEMENT

OF

ADVANCED RADIOLOGY, LLC

A MARYLAND LIMITED LIABILITY COMPANY

THE MEMBERSHIP INTERESTS REFERENCED HEREIN HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGERS OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR THE SUBMISSION TO THE MANAGERS OF THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO THE MANAGERS TO THE EFFECT THAT ANY TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER. ADDITIONALLY, ANY SALE OR OTHER TRANSFER OF A MEMBERSHIP INTEREST IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THE REGULATIONS OF THE COMPANY.

AMENDED AND RESTATED OPERATING AGREEMENT

OF

ADVANCED RADIOLOGY, LLC

A MARYLAND LIMITED LIABILITY COMPANY

		Page
ARTICLE 1. GENERAL		1
1.1.	Continuation	1
1.2.	Name and Formation	1
1.3.	Principal Place of Business	1
1.4.	Registered Office and Registered Agent	1
1.5.	Term	1
1.6.	Purposes and Powers	1
ARTICLE 2. DEFINITIONS		2
2.1.	Definitions	2
2.2.	Other Definitional Provisions	3
ARTICLE 3. CAPITALIZATION		4
3.1.	Capital Contributions	4
3.2.	Withdrawal or Reduction of Capital Contributions	4
3.3.	Liability of Members	4
ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS		4
4.1.	Distributions	4
4.2.	Limitation Upon Distribution	4
4.3.	Allocations of Taxable Items	5
4.4.	Regulatory Compliance	5
4.5.	Accounting Principles	5
ARTICLE 5. MANAGEMENT		5
5.1.	Management	5
5.2.	Number and Qualifications	5
5.3.	Election	5
5.4.	Vacancy	5
5.5.	Removal	5
5.6.	Place of Meetings	5
5.7.	Annual Meetings of Managers	5
5.8.	Regular Meetings of Managers	6
5.9.	Special Meetings of Managers	6
5.10.	Quorum	6
5.11.	Attendance and Waiver of Notice	6
5.12.	Compensation of Managers	6
5.13.	Officers	6
5.14.	Indemnification	6
5.15.	Records and Reports	7

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5.16.	Returns and Other Elections	7
5.17.	Depositories	7
ARTICLE 6. MEETINGS OF MEMBERS		7
6.1.	Place of Meetings	7
6.2.	Annual Meetings of Members	8
6.3.	Special Meetings of Members	8
6.4.	Notice of Meetings of Members	8
6.5.	Quorum	8
6.6.	Voting on Most Matters	8
6.7.	Voting in the Election of Managers	8
6.8.	List of Members Entitled to Vote	8
6.9.	Registered Members	9
6.10.	Actions Without a Meeting and Telephone Meetings	9
ARTICLE 7. TRANSFER OF MEMBERSHIP INTERESTS		9
7.1.	Transfers	9
7.2.	Tax Matters	9
ARTICLE 8. DISSOLUTION AND TERMINATION		9
8.1.	Dissolution	9
8.2.	Distribution of Assets upon Dissolution	10
8.3.	Distributions in Kind	10
8.4.	Certificate of Dissolution	10
ARTICLE 9. MISCELLANEOUS		10
9.1.	Notices	10
9.2.	Interpretation	11
9.3.	Terms	11
9.4.	References to Agreement	11
9.5.	Severability	11
9.6.	No Third-Party Beneficiary	11
9.7.	Sole and Absolute Discretion	11
9.8.	Binding Effect	11
9.9.	Complete Agreement	11
9.10.	Amendment	12
9.11.	Agreement in Counterparts	12
9.12.	Reliance on Authority	12
9.13.	Title to Property	12
9.14.	Other Business	12
9.15.	Partition Rights	12
9.16.	Additional Documents and Acts	12

Amended and Restated Operating Agreement

Advanced Radiology, LLC

ii

AMENDED AND RESTATED OPERATING AGREEMENT

OF

ADVANCED RADIOLOGY, LLC

A MARYLAND LIMITED LIABILITY COMPANY

This AMENDED AND RESTATED OPERATING AGREEMENT OF ADVANCED RADIOLOGY, LLC (this “Agreement”) dated as of the 26th day of November, 1997, is hereby (i) duly adopted as the amended and restated operating agreement of ADVANCED RADIOLOGY, LLC, a Maryland limited liability company (the “Company”'), by Mark L. Wagar and Paul M. Jolas the Managers, and (ii) ratified, confirmed and approved as such by the Members (as each term is defined below).

WHEREAS, the Members desire to continue the Company governed by this Amended and Restated Operating Agreement of the Company, for the purpose of developing, owning and operating Open Scan Magnetic Resonance Imaging (“MRI”) facilities and related equipment, fixtures and accessories, and carrying on any and all activities relating to the foregoing purposes;

NOW, THEREFORE, to amend and restate the entire agreement of the Members with respect to rights and obligations as Members and with respect to the Company and its affairs, and in consideration of these premises, it is hereby agreed as follows:

ARTICLE 1. GENERAL

1.1.         Continuation. The Members hereby continue the Company pursuant to the Act. Except as otherwise provided in this Agreement, the rights and liabilities of the Members shall be governed by the Act.

1.2.         Name and Formation. The name of the Company is “ADVANCED RADIOLOGY, LLC” The Articles of Organization of the Company were filed to be effective September 1, 1994.

1.3.         Principal Place of Business. The principal places of business of the Company are 7253 Ambassador Road, Baltimore, Maryland 21244. The Company may locate its place(s) of business and registered office at any other place or places as the Managers may from time to time deem necessary or advisable.

1.4.         Registered Office and Registered Agent. The registered agent and registered office of the Company shall be Mark Casner, 7253 Ambassador Road, Baltimore, Maryland 21244.

1.5.         Term. The term of existence of the Company shall be perpetual from the date its Articles of Organization were filed with the Secretary of State of Maryland, unless the Company is earlier dissolved in accordance with either the provisions of this Agreement or the Act.

1.6.         Purposes and Powers. The purpose of the Company is to develop, own and operate open scan MRI facilities and related equipment, fixtures and accessories, and carry on any and all activities relating to the foregoing purposes.

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1

ARTICLE 2. DEFINITIONS

2.1.         Definitions. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Accountant” means the certified public accountant or firm of certified public accountants, if any, selected by the Managers to perform accounting functions on behalf of the Company.

“Act” means the Maryland Limited Liability Company Act, as the same may be amended from time to time.

“Agreement” means these regulations as originally adopted and as amended from time to time.

“Articles” means the Articles of Organization of the Company which were filed in the Office of the Secretary of State of the State of Maryland.

“Bank” means the bank selected by the Managers.

“Bankruptcy” means, for any Member, the taking or acquiescing in the taking by that Member of an action seeking relief under, or advantage of, an applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar law affecting the rights or remedies of creditors generally, as in effect from time to time.

“Business Day” means a day other than a Saturday, Sunday or other day which is a nationally recognized holiday.

“Capital Contribution” means, with respect to any Member, any contribution to the capital of the Company in cash or property by that Member whenever made.

“Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provisions of succeeding law).

“Company”means ADVANCED RADIOLOGY, LLC, a Maryland limited liability company.

“Distributable Cash” means all cash, revenues and funds received by the Company from the operations of the Company, less the sum of the following to the extent paid or set aside by the Company; (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operations of the business of the Company; and (iii) such cash reserves as a Majority of the Managers deems reasonably necessary to the proper operation of the business of the Company.

“Fiscal Year” means the fiscal year of the Company, which shall be the calendar year.

“Initial Capital Contribution” means, with respect to any Member, the initial contribution to the capital of the Company made by that Member pursuant to this Agreement.

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“Majority” means, with respect to any referenced group of Managers, a combination of any of such Managers constituting more than fifty percent (50%) of the number of Managers of such referenced group who are then elected and qualified.

“Majority in Interest” means, with respect to any referenced group of Members, a combination of any of such members who, in the aggregate, own more than fifty percent (50%) of the Membership Interests owned by all of such referenced group of Members.

“Managers” means Mark L. Wagar and Paul M. Jolas, and hereafter any other Person or Persons to succeed him in that capacity or elected to act as additional managers of the Company as provided herein.

“Member” means each Person designated as a member on Exhibit A, attached hereto and hereby made a part hereof, any successor or successors to all or any part of any such Person’s interest in the Company, or any other Person admitted as a member of the Company in accordance with this Agreement and the Act, each in the capacity as a member of the Company.

“Membership Interest” means the number of members interests of a Member at any particular time as specified on Exhibit A.

“Person” means any corporation, limited liability company, partnership, joint venture, co-tenancy, individual, trust, any other legal entity or individual, whether or not a party to this Agreement.

“Prime Rate” means the rate of interest announced from time to time by BANK OF AMERICA OF TEXAS, N.A. (or any successor thereof) as its prime rate of interest.

“Property” means at any time all of the assets of the Company at that time.

“Pro Rata” means the ratio determined by dividing the Membership Interests of Members to whom a particular provision of this Agreement is stated to apply by the aggregate of the Membership Interests of all Members to whom that provision is stated to apply.

“Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unanimous Consent” means, on any matter, the affirmative consent, of all Members or, if specifically stated, only all Members entitled to vote on that matter.

2.2.         Other Definitional Provisions. All terms used in this Agreement which are not defined in this Article 2 have the meanings contained elsewhere in this Agreement. Defined terms used herein in the singular shall import the plural and vice versa.

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Advanced Radiology, LLC

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ARTICLE 3. CAPITALIZATION

3.1.         Capital Contributions.

(a)           Upon the execution of this Agreement, each Member shall contribute cash to the Company in the amount set forth as the Initial Capital Contribution of such Member on Exhibit A. Such cash shall be the Initial Capital Contribution of each such Member and, upon such contribution, each such Member shall receive the Membership Interest set forth by the name of that Member on Exhibit A.

(b)           If at any time a Majority of the Managers determines that the Company has insufficient funds to carry out the purposes of the Company, the Managers may request that the Members make additional contributions to the capital of the Company.

3.2.         Withdrawal or Reduction of Capital Contributions.

(a)           A Member shall not receive out of the Property any part of its Capital Contribution until all liabilities of the Company, except the liabilities to Members on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay such liabilities.

(b)           No Member shall have the right to withdraw all or any part of its Capital Contribution or to receive any return on any portion of its Capital Contribution, except as may be otherwise specifically provided in this Agreement. Under circumstances involving a return of any Capital Contribution, no Member shall have the right to receive property other than cash.

(c)           No Member shall have priority over any other Member, either as to the return of Capital Contributions or as to distributions; provided that this subsection shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company.

3.3.         Liability of Members. No Member shall be liable for the debts, liabilities or obligations of the Company beyond such Person’s respective Initial Capital Contribution. Except as otherwise provided herein, no Member shall be required to contribute to the capital of, or to loan, the Company any funds.

ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS

4.1.         Distributions. All distributions of Distributable Cash or other property shall be made to the Members Pro Rata. Except as provided in Section 4.2, all distributions of Distributable Cash and property shall be made at such time as determined by a Majority of the Managers. All amounts, if any, withheld pursuant to the Code or any provisions of state or local tax laws with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section 4.1.

4.2.         Limitation Upon Distribution. No distribution shall be declared and paid unless, if after the distribution is made, the value of the Property would exceed the liabilities of the Company, except liabilities to Members on account of their Capital Contributions.

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4.3.         Allocations of Taxable Items. All taxable items of the Company shall be allocated among the Members Pro Rata.

4.4.         Regulatory Compliance. The Managers and Members shall exercise the utmost good faith in cooperating to amend this Agreement to effect the changes, if any, recommended by the professional tax advisors of the Company to cause compliance with Code Section 704 and the Regulations promulgated thereunder.

4.5.         Accounting Principles. The economic profits and losses and tax items of the Company shall be determined in accordance with accounting principles applied on a consistent basis under the cash receipts and disbursements method of accounting.

ARTICLE 5. MANAGEMENT

5.1.         Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under, its designated Manager or Managers. In addition to the powers and authorities expressly conferred by this Agreement upon the Managers, the Managers may exercise all such powers of the Company and do all such lawful acts and things as are not directed or required to be exercised or done by the Members by the Act, the Articles or this Agreement, including, but not limited to, contracting for or incurring debts, liabilities and other obligations on behalf of the Company.

5.2.         Number and Qualifications. The number of Managers of the Company shall be two (2). The number of Managers may be increased or decreased as may be determined by the Members from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager. Managers need not be residents of the State of Maryland.

5.3.         Election. At the first annual meeting of the Members and at each annual meeting thereafter, the Members shall elect one or more Managers to hold office until the next succeeding annual meeting. Unless removed in accordance with this Agreement, each Manager shall hold office for the term for which he is elected and until his successor shall be elected and qualified.

5.4.         Vacancy. Any vacancy occurring for any reason in the number of Managers shall be filled by the affirmative vote of a Majority in Interest of the Members. A Manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

5.5.         Removal. At a meeting called expressly for such purpose, all or any lesser number of Managers may be removed at any time, with or without cause, by the affirmative vote of a Majority in Interest of the Members.

5.6.         Place of Meetings. All meetings of the Managers may be held either within or without the State of Maryland.

5.7.         Annual Meetings of Managers. The annual meeting of Managers shall be held, without further notice, immediately following the annual meeting of Members, and at the same place, or at such other time and place as shall be fixed with the consent in writing of all the Managers.

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5.8.         Regular Meetings of Managers. Regular meetings of the Managers may be held without notice at such time and place either within or without the State of Maryland as shall from time to time be determined by a Majority of the Managers.

5.9.         Special Meetings of Managers. Special meetings of the Managers may be called by any Manager on three (3) days’ notice to each Manager, either by mail or telecopy.

5.10.       Quorum. At all meetings of the Managers, the presence of a Majority of the Managers shall be necessary and sufficient to constitute a quorum for the transaction of business unless a greater number is required by law. At a meeting at which a quorum is present, the act of a Majority of the Managers shall be the act of the Managers, except as otherwise provided by law, the Articles or this Agreement. If a quorum shall not be present at any meeting of the Managers, the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

5.11.       Attendance and Waiver of Notice. Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.12.       Compensation of Managers. No Manager, as such, shall receive any stated salary for his services, but shall receive such compensation for his services as may be from time to time agreed upon by a Majority of the Managers subject to the approval of a Majority in Interest of the Members. In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Managers, provided that nothing contained in this Agreement shall be construed to preclude any Manager from serving the Company in any other capacity and receiving compensation for such service.

5.13.       Officers. The Managers, by an affirmative vote of a Majority of the Managers, may appoint and remove the Chief Executive Officer, Chief Operating Officer, President, Secretary, Treasurer, and one or more Vice Presidents, and such other officers and agents as they may deem necessary. No officer need be a Member or a resident of the State of Maryland. Any officers so designated shall have such authority and perform such duties as the Managers may, from time to time, delegate to them. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managers. Any officer may be removed as such, either with or without cause, by the Managers whenever in their judgment the best interests of the Company will be served thereby. Any vacancy occurring in any office of the Company (other than Manager) may be filled by the Managers.

5.14.       Indemnification. THE MANAGERS SHALL BE INDEMNIFIED AND HELD HARMLESS BY THE COMPANY, INCLUDING ADVANCEMENT OF EXPENSES, BUT ONLY TO THE EXTENT THAT THE PROPERTY IS SUFFICIENT THEREFOR, FROM AND AGAINST ALL CLAIMS, LIABILITIES, AND EXPENSES ARISING OUT OF ANY MANAGEMENT OF THE AFFAIRS OF THE COMPANY, BUT EXCLUDING THOSE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MANAGER, SUBJECT TO ALL LIMITATIONS AND REQUIREMENTS IMPOSED BY THE ACT. THESE INDEMNIFICATION RIGHTS ARE IN ADDITION TO ANY RIGHTS THAT THE MANAGERS  MAY  HAVE AGAINST THIRD PARTIES.     THE FOREGOING INDEMNIFICATION SPECIFICALLY INCLUDES THOSE CLAIMS THAT ARISE OUT OF THE INDEMNIFIED PARTY’S SOLE, JOINT OR CONTRIBUTORY NEGLIGENCE, BUT SPECIFICALLY EXCLUDES THOSE CLAIMS THAT ARISE OUT OF THE INDEMNIFIED PARTY’S WILLFUL MISCONDUCT. THE INDEMNIFIED PARTY WOULD NOT HAVE ENTERED THIS AGREEMENT IF NOT FOR THIS INDEMNIFICATION.

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5.15.       Records and Reports. At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company. At a minimum, the Company shall keep at its principal place of business the following records:

(a)           A current list that states:

(i)           The name and mailing address of each Member; and

(ii)          The Membership Interest owned by each Member;

(b)           Copies of the federal, state and local information or income tax returns for each of the six (6) most recent tax years of the Company;

(c)           A copy of the Articles and this Agreement, all amendments or restatements, executed copies of any powers of attorney, and copies of any document that creates, in the manner provided by the Articles or this Agreement, classes or groups of Members;

(d)           Correct and complete books and records of account of the Company; and

(e)           Any other books, records or documents required by the Act or other applicable law.

5.16.       Returns and Other Elections. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within seventy-five (75) days after the end of each Fiscal Year. All elections permitted to be made by the Company under federal or state laws shall be made by a Majority of the Managers with the consent of a Majority in Interest of the Members.

5.17.       Depositories. One or more accounts may be maintained for the Company at the Bank or at any other commercial financial institution or depository chosen by Unanimous Consent. The funds of the Company shall not be commingled with the funds of any other Person. Checks may be drawn on the account or accounts of the Company only for the purposes of the Company and shall be signed by a duly authorized representative of the Company or such other Person or Persons as designated by Unanimous Consent.

ARTICLE 6. MEETINGS OF MEMBERS

6.1.         Place of Meetings. All meetings of the Members shall be held at the principal office of the Company or at such other place within or without the State of Maryland as may be determined by the Managers and set forth in the respective notice or waivers of notice of such meeting.

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6.2.         Annual Meetings of Members. The annual meeting of the Members of the Company for the election of Managers and the transaction of such other business as may properly come before the meeting, shall be held at such time and date as shall be designated by the Managers from time to time and stated in the notice of the meeting. Such annual meeting shall be called in the same manner as provided in this Agreement for special meetings of the Members, except that the purposes of such meeting must be enumerated in the notice of such meeting only to the extent required by law in the case of annual meetings.

6.3.         Special Meetings of Members. Special meetings of the Members may be called by the Managers or by the holders of not less than ten percent (10%) of all the Membership Interests. Business transacted at all special meetings shall be confined to the purposes stated in the notice.

6.4.         Notice of Meetings of Members. Written or printed notice stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either by mail or telecopy, by or at the direction of the Managers or Person calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the address of the Member as it appears on the transfer records of the Company, with postage prepaid.

6.5.         Quorum. A Majority in Interest of the Members shall constitute a quorum at all meetings of the Members, except as otherwise provided by law or the Articles of Organization. Once a quorum is present at the meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the requisite amount of Membership Interests shall be present or represented. At any meeting of the Members at which a quorum is present, the vote of the holders of a Majority in Interest of all the Members shall be the act of the Members, unless the vote of a greater number is required by law, the Articles of Organization or this Agreement.

6.6.         Voting on Most Matters. For purposes of voting on matters other than the election of Managers or a matter for which the affirmative vote of the holders of a specified portion of the Membership Interests entitled to vote is required by the Act, at any meeting of the Members at which a quorum is present, the act of Members shall be the affirmative vote of the holders of a Majority in Interest of all the Members.

6.7.         Voting in the Election of Managers. Managers shall be elected at any meeting of the Members at which a quorum is present by the vote of a Majority in Interest of all the Members.

6.8.         List of Members Entitled to Vote. The Managers shall make, at least ten (10) Business Days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, or any adjournment of such meeting, arranged in alphabetical order, with the address of and the Membership Interest held by each, which list, for a period often (10) Business Days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any Member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection of any Member during the whole time of the meeting. However, failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.

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6.9.         Registered Members. The Company shall be entitled to treat the holder of record of any Membership Interest as the holder in fact of such Membership Interest for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Membership Interest on the part of any other Person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Maryland.

6.10.       Actions Without a Meeting and Telephone Meetings. Notwithstanding any provision contained in this Article 6, all actions of the Members provided for herein may be taken by written consent without a meeting, or any meeting thereof may be held by means of a telephone conference. Any such action that may be taken by the Members without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by the holder or holders of Membership Interests constituting not less than the minimum amount of Membership Interests that would be necessary to take such action at a meeting at which the holders of all Membership Interests entitled to vote on the action were present and voted.

ARTICLE 7. TRANSFER OF MEMBERSHIP INTERESTS

7.1.         Transfers. Each Member may sell, assign or otherwise transfer all or any portion of its interest in the Company only upon the prior written approval of all Members; provided no transferee shall be admitted as a member of the Company for purposes of governance rights on the Company.

7.2.         Tax Matters. On the transfer of all or part of an interest in the Company, at the request of the transferee of the interest, the Managers may cause the Company to elect, pursuant to Section 754 of the Code to adjust the tax basis of the properties of the Company as provided by Sections 734 and 743 of the Code.

ARTICLE 8. DISSOLUTION AND TERMINATION

8.1          Dissolution.

(a)      The Company shall be dissolved upon the first of the following to occur:

(1)           When the period fixed for the duration of the Company shall expire;

(2)           Upon the election to dissolve the Company by a Majority in Interest of the Members;

(3)           Upon the death, retirement, resignation, expulsion, Bankruptcy, legal incapacity or dissolution of any Member who is at such time a Manager, or the occurrence of any other event which terminates the continued membership of any Member who is at such time a Manager of the Company, unless there is at least one remaining Member and the business of the Company is continued by the Unanimous Consent of the remaining Members within ninety (90) days; or

(4)           The entry of a decree of judicial dissolution, pursuant to the Act, by a Court of competent jurisdiction.

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(b)           Upon dissolution of the Company, the business and affairs of the Company shall terminate, and the assets of the Company shall be liquidated under this Article 8.

(c)           Dissolution of the Company shall be effective as of the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until there has been a winding up of the business and affairs of the Company, and the Property has been distributed as provided in Section 8.2.

(d)           Upon dissolution of the Company, the Managers may cause any part or all of the assets of the Company to be sold in such manner as the Managers shall determine in an effort to obtain the best prices for such assets; provided, however that the Managers may distribute assets of the Company in kind to the Members to the extent practicable.

8.2.         Distribution of Assets upon Dissolution. In settling accounts after dissolution, the Property shall be distributed in the following order:

(a)           First, to creditors, in the order of priority as provided by applicable law, except those to Members of the Company on account of their Capital Contributions; and

(b)           Second, any remainder shall be distributed to the Members Pro Rata.

8.3.         Distributions in Kind. If any assets of the Company are distributed in kind, such assets shall be distributed to the Members entitled thereto as tenants-in-common in the same proportions as the Members would have been entitled to cash distributions if such property had been sold for cash and the net proceeds thereof distributed to the Members. In the event that distributions in kind are made to the Members upon dissolution and liquidation of the Company, the Capital Account balances of such Members shall be adjusted to reflect the allocable share of gain or loss of the Members that would have resulted if the distributed property had been sold at its fair market value.

8.4.         Certificate of Dissolution. When all liabilities and obligations of the Company have been paid or discharged, or adequate provision has been made therefor, and all of the remaining Property has been distributed to the Members according to their respective rights and interests, the Articles of Dissolution shall be executed on behalf of the Company by the Managers or an authorized Member and shall be filed with the Secretary of the State of Mary land, and the Managers and Members shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution and termination of the Company.

ARTICLE 9. MISCELLANEOUS

9.1.         Notices.

(a)           Any notice, notification, demand or request provided or permitted to be given under this Agreement must be in writing and shall have been deemed to have been properly given, unless explicitly stated otherwise, if sent by (i) Federal Express or other comparable overnight courier, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) telecopy during normal business hours to the place of business of the recipient.

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(b)           For purposes of all notices, the addresses and telecopy numbers of the Members are set forth on Exhibit A.

(c)           All notices, notifications, demands or requests so given shall be deemed given and received (i) if mailed, three (3) days after being deposited in the mail; (ii) if sent via overnight courier, the next business day after being deposited; or (iii) if telecopied on a business day, that day, or if telecopied on a day that is not a business day, the next day that is a business day.

9.2.         Interpretation. The construction and validity of this Agreement and the rights and obligations of the respective parties hereunder shall be governed by and interpreted and enforced in accordance with the laws of the State of Texas.

9.3.         Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the Person may in the context require. Any reference to the Code or other statutes or laws shall include all amendments, modifications, or replacements of the specific sections and provisions concerned. All amounts referenced herein “$” or “dollars” are to U.S. dollars or U.S. dollar equivalents.

9.4.         References to Agreement. Unless otherwise expressly stated, references to numbered or lettered articles, sections and subsections herein contained are to articles, sections and subsections of this Agreement. The terms “herein,” “hereof,” “hereunder,” “hereby,” “this Agreement” and other similar references shall be construed to mean and include these regulations and all amendments thereof and supplements thereto unless the context shall clearly indicate or require otherwise.

9.5.         Severability. If any provision of this Agreement or the application of such provision to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable laws.

9.6.         No Third-Party Beneficiary. This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the expressed provisions hereof relating to successors and assigns, and no other Person whatsoever has any rights, interest, or claims hereunder or is or will be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise unless specifically provided in this Agreement.

9.7.         Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions which any Member may take and all determinations which any Member may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of that Member.

9.8.         Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective distributees, successors and assigns.

9.9.         Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the Members and replaces and supersedes all prior agreements. This Agreement supersedes all written and oral statements, and no representation, statement, condition, or warranty not contained in this Agreement shall be binding on the Members or have any force or effect whatsoever. No Member has rendered any services to or on behalf of any other Member or the Company, and no Member shall have any rights with respect to any services which might be alleged to have been rendered.

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9.10.       Amendment. This Agreement may not be amended, altered or modified except by an instrument in writing signed by all of the Members (or the duly-authorized agent of any party), excluding each Member who has transferred its entire interest in the Company to an assignee pursuant to Article 7.

9.11.       Agreement in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatories to the original or the same counterpart.

9.12.       Reliance on Authority. If a Member is a trust (with or without disclosed beneficiaries), partnership, limited partnership, joint venture, corporation, or any entity other than a natural Person, the Company (i) is not required to determine the authority of the Person signing this Agreement to make any commitment or undertaking on behalf of such entity or to determine any fact or circumstance bearing upon the existence of the authority of such Person; (ii) is not required to see to the application or distribution of proceeds paid or credited to Persons signing this Agreement on behalf of such entity; (iii) is entitled to rely on the authority of the Person signing this Agreement with respect to the giving of consent on behalf of such entity in connection with any matter for which consent is permitted or required under this Agreement; and (iv) is entitled to rely on the authority of any general partner, joint venturer, co- or successor trustee, or president or vice president (as the case may be), of any such entity the same as if such Person were the Person originally signing this Agreement on behalf of such entity.

9.13.       Title to Property. To the extent that property of the Company is held in the name of a Member, the property shall be deemed held by that Member as agent and nominee for and on behalf of the Company. Any other property acquired by or standing in the name of any Member shall be conclusively presumed not to be property of the Company, unless an instrument in writing, signed by that Member, shall specify to the contrary.

9.14.       Other Business. Each Member may be engaged in a business or businesses other than that of the Company without being accountable or liable to the Company for the breach of any fiduciary obligation.

9.15.       Partition Rights. No Member shall have the right to the partition of any property of the Company or to take any action or initiate or prosecute any judicial proceeding for the partition, or the partition and sale, of any property of the Company.

9.16.       Additional Documents and Acts. In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Member shall, on the request of the other Member, execute and deliver such additional documents and instruments and perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Remainder of Page Intentionally Left Blank.

Signature Page Follows.

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IN WITNESS WHEREOF, the undersigned, being all of the Members and Managers of the Company, have caused this Agreement to be duly adopted by the Company as of the 26th of November, 1997.

MEMBER:
ADVANCED IMAGING PARTNERS, INC.
By:	/s/ Paul M. Jolas
	Name:	Paul M. Jolas
	Title:	General Counsel and Senior Vice President
MANAGERS:
/s/ Mark L. Wagar
Mark L. Wagar, Manager
/s/ Paul M. Jolas
Paul M. Jolas, Manager

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EXHIBIT A

Name, Initial Capital Contribution

and Membership Interests of the Members

Name, Address, and	Membership
Telephone Number	Percentage Interest
Advanced Imaging Partners, Inc.		100	%
c/o Radiologix, Inc.
3600 Chase Tower
2200 Ross Avenue
Dallas, Texas 75201-2711
Tel: (214) 303-2711

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EX-3.56

FILED

MAY 12 2008

STATE TREASURER

New Jersey Division of Revenue

Certificate of Amendment

Limited Liability Company

1.  The name of the Limited Liability Company is TRICAT, L.L.C.

2.  The Identification Number of the Limited Liability Company is 0600080390.

3.  The Certificate of Formation is amended as follows:

FIRST:              The name of the Limited Liability Company is Health Diagnostics of New Jersey, L.L.C.

4.  The Effective Date is upon filing.

5. The undersigned represents that this filing complies with State law as detailed in NJSA 42 and that he is authorized to sign this form behalf of the Limited Liability Company.

Dated: May 9th, 2008.

/s/ Bradford Peters

Bradford Peters, Authorized Signatory

FILED

DEC 21 1999

State Treasurer

CERTIFICATE OF FORMATION

OF

TRICAT, L.L.C.

Signed by the undersigned, for the purpose of forming a limited liability company under the New Jersey Limited Liability Act, N.J.S.A. 42:2B-l, et seq,(the “Act”):

FIRST:            The name of the limited liability company is “Tricat, L.L.C.” (the “Company”).

SECOND:       The purposes for which the Company is organized are to engage in any activity within the purposes for which limited liability companies may be organized under the Act.

THIRD:           The address of the Company's initial registered office and the name of the Company's initial registered agent at such address is:

Nicolas F. Mongello

3840 Park Avenue

Edison, New Jersey 08820

FOURTH:        The Company shall have a perpetual existence.

FIFTH:             The Company has one (1) or more members.

IN WITNESS WHEREOF, this Certificate of Formation has been signed this twentieth day of December, 1999.

/s/ James V. Hetzel

James V. Hetzel, Esq.

EX-3.57

OPERATING AGREEMENT

OF

HEALTH DIAGNOSTICS OF NEW JERSEY, L.L.C. (“Company”)

THIS OPERATING AGREEMENT is made and entered into as of the 1st day of August 2010, by NEW JERSEY IMAGING PARTNERS, INC. (“NJIP”) with reference to the following facts:

WHEREAS, the Company was formed under and pursuant to the Act to operate cost-effective diagnostic imaging facilities that provide quality diagnostic imaging and related services for the benefit of the community;

WHEREAS, as of August 1, 2010 NJIP acquired all of the membership interests of the Company; and

WHEREAS, NJIP desires to effect certain changes with respect to the Company's operations and the parties' respective rights and obligations, and in connection therewith, desires to amend and restate the Original Operating Agreement by means of this Agreement in order to set forth the relationships, rights, obligations and agreements with respect to the Company.

WITNESSETH

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement hereby agree as follows effective as of the Effective Date:

1.           DEFINITIONS.  For purposes of this Agreement, and in addition to the terms defined above, the following additional defined terms shall be used:

"Act" means the New Jersey Limited Liability Company Act, as set forth in N.J.S.A. 42:2B-1, et seq., as amended from time to time, and any successor to such Act.

"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:

(i)           Credit to such Capital Account any amounts that such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

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(ii)          Debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of "Adjusted Capital Account Deficit" is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

"Affiliate" means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person.  As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"Agreement" means this Amended and Restated Operating Agreement, as amended or restated from time to time, together with any and all schedules, exhibits and attachments expressly referred to herein.

"Allocation Year" means (i) the period commencing on the Effective Date and ending on December 31, (ii) any subsequent period commencing on January 1 and ending on the following December 31, or (iii) any portion of the period described in clause (ii) for which the Company is required to allocate Profits, Losses, and other items of Company income, gain, loss, or deduction pursuant to Section 6.

"Articles" means the Articles of Organization of the Company, as amended or restated from time to time.

"Budget" shall have the meaning set forth in Section 4.6 of this Agreement.

"Capital Account" means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

(i)           To each Member's Capital Account there shall be credited such Member's Capital Contributions, such Member's distributive share of Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 6.3 or Section 6.4, and the amount of any Company liabilities assumed by such Member or that are secured by any Property distributed to such Member.

(ii)          To each Member's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Member pursuant to any provision of this Agreement, such Member's distributive share of Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 6.3 or Section 6.4, and the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company.

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(iii)         If all or a portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

(iv)        In determining the amount of any liability for purposes of subparagraphs (i) and (ii) there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Members shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any Member), are computed in order to comply with such Regulations, the Members may make such modification, provided that it is not likely to have a material adverse effect on the amounts distributable to any Member pursuant to Section 9.8 upon the dissolution of the Company. The Members shall also (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

"Capital Contribution" means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Company by such Member (or its predecessors in Interest) with respect to the Interest held by such Member. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note (or a Member related to the maker of the note within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Member until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).

"Centers" means the diagnostic imaging facilities operated by the Company.  The locations of Centers as of the Effective Date are: 3830 and 3840 Park Ave., Edison, New Jersey.

"Centers Manager" means the Person to whom day-to-day management of the Centers is delegated under the Management Agreement.  The initial Centers Manager shall be Advanced or another Affiliate of Advanced.

"Change in Control" means, with respect to a Member, any sale or liquidation of all or substantially all of the assets of the Member, or any merger, consolidation or reorganization to which the Member is a party and as to which the Member is not the surviving entity or the sole owner of the surviving entity.

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"Code" means the Internal Revenue Code of 1986, as amended, modified, or supplemented from time to time (or any corresponding provisions of succeeding law).

"Company" means Health Diagnostics of New Jersey, L.L.C.

"Company Minimum Gain" has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d) for "partnership minimum gain."

"Contributing Member" shall have the meaning set forth in Section 5.1.2 of this Agreement.

"Covered Person" means a Member, any Affiliate of a Member, any officer of the Company or any director, shareholder, partner, member, employee, representative or agent of a Member or of the Member’s Affiliates or of the Company or its Affiliates.

"Deadlock" means that a vote has been taken by the members of the Board of Managers, or a written consent has been requested from members of the Board of Managers, with respect to a Major Decision and an equal number of voting members of the Board of Managers have voted to approve and to disapprove the subject matter of the vote, or an equal number of voting members has issued consent and has withheld consent, as the case may be.

"Defaulting Member" shall have the meaning set forth in Section 9.4.1 of this Agreement.

"Depreciation" means, for each Allocation Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Allocation Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Allocation Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Year bears to such beginning adjusted tax basis, provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Allocation Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Members.

"EBITDA" means, for a given period, earnings before interest, taxes, depreciation and amortization of the Company.

"Effective Date" means the effective date of this Agreement, which shall be August 1, 2010.

"Fiscal Quarter" means (i) the period commencing on the Effective Date and ending on June 30 and (ii) any subsequent three (3) month period commencing on each of July 1, October 1, January 1, and April 1, and ending on the next of, September 30, December 31, March 31, and June 30, provided that the last Fiscal Quarter shall end on the date on which all Company assets are distributed and the Articles have been canceled pursuant to the Act.

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"Fiscal Year" means (i) the period commencing on the Effective Date and ending on December 31 and (ii) any subsequent period commencing on January 1 and ending on the earlier to occur of (A) the following December 31 or (B) the date on which all Company assets are distributed and the Articles have been canceled pursuant to the Act.

"First and Second Appraisers" shall have the meaning set forth in Section 9.6.4 of this Agreement.

"Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

(i)           The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Members, provided that the initial Gross Asset Values of the assets contributed to the Company pursuant to Sections 5.1 and 5.2 shall be as set forth in such Sections;

(ii)          The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Members, as of the following times: (A) the acquisition of an additional Interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an Interest; and (C) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), provided, however, that adjustments pursuant to clauses (A) and (B) above shall be made only if the Members reasonably determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii)         The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by the distributee and the Members; and

(iv)        The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Section 743(b) but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of the definition of "Profits" and "Losses", provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent the Members determine that an adjustment pursuant to subparagraph (ii) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

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If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (i), (ii), or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. For purposes of this definition of Gross Asset Value, a Capital Contribution or distribution shall be considered de minimis if its value is less than $5,000.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, as amended from time to time, and any successor to such act or regulations.

"Interest" means a membership interest (that is, an equity ownership interest) in the Company.

"Member" means each Person signing this Agreement and any Person who subsequently is admitted as a member (that is, an equity owner) of the Company.

"Member Nonrecourse Debt" has the same meaning as the term "partner nonrecourse debt" set forth in Regulations Section 1.704-2(b)(4).

"Member Nonrecourse Debt Minimum Gain" means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

"Member Nonrecourse Deductions" has the same meaning as the term "partner nonrecourse deductions" set forth in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

"Net Cash Flow" means the gross cash proceeds of the Company less the portion thereof used to pay or establish reserves for all Company expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the Board of Managers. "Net Cash Flow" shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reserves previously established pursuant to the first sentence of this definition.

"Non-Contributing Member" shall have the meaning set forth in Section 5.1.2 of this Agreement.

"Non-Defaulting Member" shall have the meaning set forth in Section 9.4.1 of this Agreement.

"Nonrecourse Deductions" has the meaning set forth in Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

"Nonrecourse Liability" has the meaning set forth in Regulations Section 1.704-2(b)(3).

"Non-Withdrawing Member" shall have the meaning set forth in Section 9.3 of this Agreement.

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"Original Operating Agreement" shall have the meaning set forth in the recitals of this Agreement.

"Person" includes any individual, profit or nonprofit corporation, association, partnership (general, limited or limited liability), joint venture, trust, estate, limited liability company or other legal entity or organization.

"Professional Services Agreements" shall have the meaning set forth in Section 4.4 of this Agreement.

"Profits" and "Losses" means, for each Allocation Year, an amount equal to the Company's taxable income or loss for such Allocation Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i)           Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be added to such taxable income or loss;

(ii)          Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses," shall be subtracted from such taxable income or loss;

(iii)         If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of "Gross Asset Value," the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv)        Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value;

(v)         In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Year, computed in accordance with the definition of "Depreciation";

(vi)        To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member's Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and

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(vii)       Notwithstanding any other provision of this definition of "Profits" and "Losses," any items that are specially allocated pursuant to Section 6.3 or Section 6.4 shall not be taken into account in computing Profits or Losses.

The amounts of the items of Company income, gain, loss, or deduction available to be specially allocated pursuant to Sections 6.3 and 6.4 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

"Property" means the property of the Company, whether real, personal or mixed.

"Purchaser" shall have the meaning set forth in Section 9.6.1 of this Agreement.

"Regulations" shall mean the income tax regulations and temporary regulations promulgated by the Internal Revenue Service, Department of Treasury, pursuant to the Code.

"Seller" shall have the meaning set forth in Section 9.6.1 of this Agreement.

"Tax Items" means all items of profit or loss recognized by or allowable to the Company, as computed for federal income tax purposes.

"Withdrawing Member" shall have the meaning set forth in Section 9.3 of this Agreement.

2.         FORMATION.

2.1           Formation.  The Company was formed by the filing of the Articles with the New Jersey Division of Revenue on December 21, 1999.

2.2           Operating Agreement.  This Agreement constitutes the Operating Agreement of the Company and sets forth the terms and conditions for the operation of the Company and the relationship of the Members.  This Agreement amends, restates, supersedes, and replaces the Original Operating Agreement in its entirety.

2.3           Name.  The name of the limited liability company shall be Health Diagnostics of New Jersey, L.L.C., or such other name as may be selected by the Members.

2.4           Scope of Members’ Authority.  Except as otherwise expressly and specifically provided in this Agreement, no Member shall have any authority to act for, or to assume any obligations or responsibility on behalf of, any other Member or the Company.

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2.5           Principal Place of Business.  The Company’s initial principal place of business will be 1510 Cotner Ave., Los Angeles, CA 90025-3303.

3.         PURPOSES AND SCOPE OF COMPANY.

3.1           Purposes.  Subject to the provisions of this Agreement, the purposes of the Company are to operate diagnostic imaging facilities at locations as agreed upon by the Members, and to engage in any and all activities related or incident thereto, including without limitation the acquisition, improvement, sale, lease, mortgage or other use of or dealings with real, personal or mixed property.

3.2           Other Legal/Compliance Requirements.  The Centers will (a) be operated and managed in a manner that complies with all legal and regulatory operating restrictions that are applicable to outpatient diagnostic imaging centers (including requirements under HIPAA), and implement a compliance plan to ensure such compliance, consistent with federal government compliance plan guidance, (b) have all necessary licenses and maintain accreditation with such accrediting organizations as determined by the Members, and (c) provide services to Medicare, Medicaid and other government health care program beneficiaries.

4.         MANAGEMENT AND OPERATIONS OF THE COMPANY.

4.1           Management by NJIP.  The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of NJIP.

4.2           Indemnification of Members.

4.2.1      The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

4.2.2      No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the authority of such Covered Person.  No Covered Person shall be liable for any mistake of judgment or omission unless the same constituted bad faith or was in breach of an express provision of this Agreement.

4.2.3      Each Covered Person shall be entitled to be indemnified by the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the authority of such Covered Person; provided, however, that any indemnity permitted under this Section 4.2.3 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof.  To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding in respect of which such Covered Person is entitled to be indemnified as provided in this Section 4.2.3 shall, from time to time, be advanced by the Company upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified pursuant to this Section 4.2.3.

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4.3           Compensation of Members.

4.3.1      No payment will be made by the Company to any Member for the services of such Person.

4.4           Professional Services Agreements.  The Company shall enter into one or more professional services agreements with Persons employing physician radiologists and, where appropriate, cardiologists, pursuant to which such Persons shall provide physician radiologists and cardiologists to the Centers to perform the professional component of the Centers' diagnostic imaging services ("Professional Services Agreements").

4.5           Independent Activities.  (a) each of the Members may, notwithstanding the existence of this Agreement or any fiduciary relationship created hereby, engage in whatever activities they choose, whether or not the same be competitive with the Company, without having or incurring any obligation to offer any interest in such activities to the Company or any Member (or Affiliate of any Member), and (b) neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member (or any Affiliate of any Member) from engaging in such activities or require a Member (or any Affiliate of a Member) to permit the Company or any other Member (or any of its Affiliates) to participate in any such activities and, as a material part of the consideration for the execution hereof by the Members, each Member hereby waives, relinquishes and renounces any such right or claim of participation.

4.6           Budgets.  The Company shall have a capital and an operating budget (each, a "Budget") for each Fiscal Year.

5.         FINANCING.

5.1           Additional Funds and Adjustments.

5.1.1      Call for Funds.   The Members recognize that additional funds may be required for the development and operation of the Centers and the Company.  The funds may be obtained by cash contributions of the Members or by loans obtained by the Company or by any other means.  When NJIP determines that additional funds by way of cash contributions to capital are required to meet current Company obligations or to pay operating costs or to fund operating losses are necessary, the additional funds shall be called for and shall be contributed by the Members in proportion to their respective Ownership Percentage Interests.  Such contributions shall be in cash.

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5.1.2      Contributions for Defaulting Member.   If a Member (the "Non-Contributing Member") is unable or unwilling to make any or all of its proportionate contribution under this Section 5.1.2, then the other Member (the "Contributing Member") may, in addition to pursuing any other remedies which may be available under this Agreement or applicable law, make a contribution in excess of its proportionate share (the "Excess Contribution").  If the Contributing Member makes an Excess Contribution, then an adjustment shall be made to the Members’ Capital Accounts, and each Member’s Ownership Percentage Interest in the Company shall be adjusted accordingly.  If, within one hundred (180) days from the date the Contributing Member makes an Excess Contribution, the Non-Contributing Member pays to the Contributing Member an amount equal to the Excess Contribution, plus interest from the date the Contributing Member makes the Excess Contribution until the date of the Non-Contributing Member’s payment to the Contributing  Member, at 2% per annum more than the prime rate of interest as reported by The Wall Street Journal, but not more than the maximum rate allowed by law, then the Members’ Capital Accounts shall be adjusted for the reimbursement of the Excess Contribution (excluding interest), and each Member’s Ownership Percentage Interest in the Company shall be adjusted accordingly.

5.1.3      No Additional Required Contributions.  Except as set forth in this Section 5.1, no Member shall have any obligation to make any additional capital contributions to the Company.

5.2           No Right to Return of or Interest on Capital Contributions.  Except as otherwise expressly provided in this Agreement, no Member shall have the right to withdraw its capital contribution or to demand or receive a return of its capital contribution or any part thereof.  To the extent that any Member shall ever have the right to withdraw its capital contribution or to demand or receive the return of its capital contribution or any part thereof, the other Members shall not be personally liable or responsible for the return of such capital contribution and any such return shall be made solely from the assets of the Company.  No interest shall be paid by the Company on any capital contribution to the Company.

5.3           Capital Accounts.  The Company shall establish and maintain a Capital Account for each Member.

6.         ALLOCATIONS.

6.1           Profits. After giving effect to the special allocations set forth in Sections 6.3 and 6.4, Profits for any Allocation Year shall be allocated among the Members in proportion to their then respective Ownership Percentage Interests.

6.2           Losses. After giving effect to the special allocations set forth in Sections 6.3 and 6.4, Losses for any Allocation Year shall be allocated among the Members in proportion to their then respective Ownership Percentage Interests.

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6.3           Special Allocations. The following special allocations shall be made in the following order:

6.3.1      Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article 6, if there is a net decrease in Company Minimum Gain during any Allocation Year, each Member shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3.1 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

6.3.2      Member Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 6, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Allocation Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.2 is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

6.3.3      Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 6.3.3 shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 6 have been tentatively made as if this Section 6.3.3 were not in this Agreement.

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6.3.4      Gross Income Allocation. If any Member has a deficit Capital Account at the end of any Allocation Year that is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.3.4 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 6 have been made as if Section 6.3.3 and this Section 6.3.4 were not in the Agreement.

6.4           Rules of Construction.

6.4.1  For purposes of applying Sections 6.1 and 6.2 at the close of any Allocation Year, a Member's Capital Account balance shall be deemed to be increased by such Member's share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain remaining at the close of such Allocation Year as determined under the Regulations under Section 704(b).

6.4.2  If there is insufficient Profit or Loss to allocate to the Members pursuant to any subsection of Sections 6.1 or 6.2 or to cause every Member's Capital Account balance to equal the entire Capital Account balance described in such subsection with respect to such Member, the Profit or Loss available to be allocated among the Members pursuant to said subsection shall be allocated in proportion to the amounts thereof that would have been allocated to each Member pursuant to such subsection if there had been sufficient amounts thereof to fully satisfy the requirements of such subsection with respect to every Member.

6.5           Code Section 704(c). Any item of income, gain, loss and deduction with respect to any property (other than cash) that has been contributed by a Member to the capital of the Company or which has been revalued for Capital Account purposes pursuant to Regulations Section 1.704-1(b)(2)(iv) and which is required or permitted to be allocated to such Member for income tax purposes under Section 704(c) of the Code so as to take into account the variation between the tax basis of such property and its fair market value at the time of its contribution shall be allocated solely for income tax purposes in the manner so required or permitted under Code Section 704(c) using the "traditional method" described in Regulation Section 1.704-3(b) (or any successor Regulation), such allocations to be made as shall be reasonably approved by the Members; provided, however, that curative allocations shall be made in accordance with Regulations Section 1.704-3(c) to the extent necessary to eliminate any disparity, to the extent possible, between the Members' book and tax Capital Accounts attributable to such property; and further provided, however, that any other method allowable under applicable Regulations may be used in connection with any contribution of property or following any revaluation as shall be determined by the Members.  Any elections or other decisions relating to allocations under this Section 6.5 will be made in any manner that the Members reasonably determines to reflect the purpose and intention of this Agreement.  Allocations under this Section 6.5 are solely for purposes of federal, state and local taxes and, shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profit, Loss, or other items or distributions under any provision of this Agreement.

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6.6           Income Tax Allocations.  Except as otherwise provided herein, each Tax Item shall be allocated among the Members in the same manner and proportion that each correlative item of Profit or Loss, as calculated for book purposes, is allocated pursuant to the provisions of Sections 6.1 and 6.2 hereof.

7.         DISTRIBUTIONS.

7.1           Net Cash Flow. Except as otherwise provided in Section 9.8, Net Cash Flow, if any, shall be distributed not later than the sixtieth day after the end of each Fiscal Year among the Members so that the Capital Account ratios of the Members are equal to their respective Ownership Percentage Interests.

7.2           Amounts Withheld.

7.2.1      The Members are authorized and directed to cause the Company to withhold from or pay on behalf of any Members the amount of federal, state, local or foreign taxes that the Members, after consultation with such Member, reasonably believes the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement, including, without limitation, any taxes required to be paid by the Company pursuant to Code Sections 1441, 1442, 1445 or 1446 and any taxes imposed by any state or other taxing jurisdiction on the Company as an entity. Without limiting the foregoing, the Members shall cause the Company to withhold (and remit to the appropriate governmental authority), from amounts otherwise distributable to a Member, any taxes that such Member notifies the Members in writing should be withheld, which notice shall be given by any Member who becomes aware of any withholding obligation to which it is subject and shall specifically set forth, inter alia, the rate at which tax should be withheld and the name and address to which any amounts withheld should be remitted.

7.2.2      If the Company is required to withhold and remit to taxing authorities amounts on behalf of a Member exceeding available amounts then remaining to be distributed to such Member, such payment by the Company shall constitute a loan to such Member that is repayable by the Member on demand, together with interest at the applicable federal rate determined from time to time under Code Section 7872(f)(2) or the maximum rate permitted under applicable law, whichever is less, calculated upon the outstanding principal balance of such loan as of the first day of each month.  Any such loan shall be repaid to the Company, in whole or in part, as determined by the Members in their sole discretion, either (i) out of any distributions from the Company which the Member is (or becomes) entitled to receive, or (ii) by the Member in cash upon demand by the Member (said Member bearing all of the Company's costs of collection, including reasonable attorneys' fees, if payment is not remitted promptly by the Member after such a demand for payment).

7.2.3      Each Member agrees to cooperate fully with all efforts of the Company to comply with its tax withholding and information reporting obligations and agrees to provide the Company with such information as the Members may reasonably request from time to time in connection with such obligations.

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7.3           Phantom Income.  Each Member understands that taxable income and gain allocated to such Member by the Company pursuant to this Agreement and the tax on the portion thereof allocated to such Member for any Fiscal Year may exceed the distributions of Net Cash Flow to such Member and such Member may have to look to sources other than distributions of Net Cash Flow from the Company to pay such tax.

7.4           Limitations on Distributions.

7.4.1      The Company shall make no distributions to the Members except (i) as provided in this Article 7 and Section 9.8 hereof or (ii) as agreed to by all of the Members.

7.4.2      A Member may not receive a distribution from the Company to the extent that, after giving effect to the distribution, all liabilities of the Company, other than liability to Members on account of their Capital Contributions, would exceed the fair value of the Company's assets.

8.         TRANSFERS AND RIGHTS OF FIRST REFUSAL.

8.1           Transfers Prohibited.

8.1.1      No Member may sell, transfer, assign or otherwise encumber or permit or suffer any encumbrance of all or any part of its interest in the Company (any such transaction being hereinafter referred to as a "transfer"), except (a) a transfer that is approved by the Board of Managers, (b) a transfer by either Hospital or Advanced to one of its Affiliates, by Advanced to Hospital or by Hospital to Advanced, (c) a pledge to an independent lending institution whereby the Member retains voting control (but not the foreclosure of any such pledge) and (d) a transfer made pursuant to this Section 8.

8.1.2      Notwithstanding the foregoing or any other provision of this Agreement, no transfer of any interest in the Company (a) may be made that would require the prior approval of any regulatory agency, unless such approval has been duly obtained, or (b) shall be effective unless and until the transferee agrees in writing to be bound by this Agreement.  Any attempt to effect a transfer in violation of this Section 8 shall be void.

8.2           Right of First Refusal.  If at any time either Member (the "Offering Member") receives a bona fide offer to purchase all or any part of its interest in the Company from any Person that is not an Affiliate of the Offering Member and the Offering Member desires to accept said offer and sell its interest, then the Offering Member must in writing first offer to sell its interest to the other Member, or at the other Member’s option, to permit such other Member to participate pro rata in the sale, for a period of ninety (90) days on the same terms and conditions.  By written notice to the Offering Member prior to the end of such ninety (90) day period, the other Member may either (a) accept the offer and purchase the interest of the Offering Member in accordance with the terms of the offer or (b) require the Person who made the bona fide offer to purchase all or a pro rata portion of the interest of the other Member concurrently with purchasing all or a portion of the Offering Member’s interest.  If the other Member does not elect one of the alternatives set forth in clause (a) or (b) within said 90-day period, the Offering Member may sell its interest on the terms and conditions set forth in said third party offer, provided that such sale is closed within ninety (90) days after the expiration of the aforesaid 90- day period and the buyer agrees to sign and be bound by this Agreement.  If the other Member elects to sell its interest in the Company pursuant to clause (b) above and the third party purchaser is unwilling to purchase all or any portion of the interest in the Company held by such other Member, then the Offering Party shall not sell its interest to such third party purchaser and the transfer contemplated in connection therewith shall be null and void and shall not be consummated.

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8.3           Purchase Option.

8.3.1      Upon the occurrence of any of the events described in Section 8.3.2 of this Agreement (each a "Triggering Event") with respect to a Member (the "Selling Member"), the other Member (the "Purchasing Member"), at its sole option, may require the Selling Member to sell its interest in the Company to the Purchasing Member in accordance with the procedures and terms set forth in Sections 9.5 and 9.6 of this Agreement as if the Purchasing Member were a Non-Defaulting Member and the Selling Member were a Defaulting Member.

8.3.2      Each of the following event shall constitute a Triggering Event under Section 8.3.1 of this Agreement:

8.3.2.1         A Change of Control.  (In the event of a Change of Control of a Member, such Member shall, no less than thirty (30) days prior to the consummation of a Change in Control, give the other Member written notice thereof.)

8.3.2.2         The Member or one of its Affiliates is convicted of a crime or enters into a settlement arising from allegations of a criminal or civil offense which materially adversely affects the reputation or operation of the Centers.  (Upon the occurrence of this Triggering Event, the involved Member shall immediately notify the other Member of the occurrence of this Triggering Event.)

8.3.2.3         The Member is excluded from participation in any federally funded health care program, including without limitation, the Medicare or Medicaid program. (Upon the occurrence of this Triggering Event, the involved Member shall immediately notify the other Member of the occurrence of this Triggering Event.)

9.         TERM AND TERMINATION.

9.1           Term.  The Company shall continue in existence for a term beginning on the date hereof and continuing on a perpetual basis unless and until terminated and liquidated in accordance with the provisions hereof.  All provisions of this Agreement relating to termination and liquidation shall be cumulative; that is, the exercise or use of one of the provisions hereof shall not preclude the exercise or use of any other provision hereof.

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9.2           Voluntary Termination.   No Member shall have the right to withdraw from the Company.  The Company may be terminated upon the affirmative unanimous election to terminate by the Members.

9.3           Certain Events of Termination.  Upon the occurrence of any of the following events, the Company may terminate upon the vote of the "Non-Withdrawing Member" (defined below).  In the event the Non-Withdrawing Member determines not to effect a termination of the Company pursuant to the preceding sentence, the Member whose action or inaction gave rise to the following events, as of the date of occurrence of the respective event, shall automatically be deemed to have withdrawn from the Company and shall be referred to as the "Withdrawing Member" and the other Member shall be referred to as the "Non-Withdrawing Member."

9.3.1      A Member files a voluntary petition for an order for relief, or is otherwise subject to an order for relief, under the federal bankruptcy laws, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency or other relief for debtors or seeks or consents to or acquiesces in the appointment of any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of its properties or its interest in the Company or otherwise (the term "acquiesces" includes but is not limited to the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within 60 days after the appointment);

9.3.2      A court of competent jurisdiction enters an order, judgment or decree approving a petition filed against a Member seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy law, or any other present or future applicable federal, state or other statute or law relating to bankruptcy, insolvency or other relief for debtors, and said Member acquiesces in the entry of such order, judgment or decree, or such order, judgment or decree remains unvacated and unstayed for an aggregate of 60 days (whether or not consecutive) from the date of entry thereof, or any trustee, receiver, conservator or liquidator of said Member or of all or any substantial part of its property or its interest in the Company or otherwise is appointed without the consent or acquiescence of said Member and such appointment remains unvacated and unstayed for an aggregate of 60 days (whether or not consecutive);

9.3.3      A Member makes an assignment for the benefit of creditors or takes any other similar action for the protection or benefit of creditors; or

9.3.4      The corporate existence of a Member is terminated, unless such Member’s rights and duties hereunder are first or concurrently transferred pursuant to Section 8.

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9.4           Termination for Default.

9.4.1      If a Member (the "Defaulting Member") fails to perform any of the material obligations hereunder as a Member (but excluding for purposes of this Section 9.4 the obligations of the Member under the Management Agreement or any Professional Services Agreement), the other Member (the "Non-Defaulting Member") shall have the right to give such Defaulting Member a notice of default (the "Notice of Default") which shall set forth the nature of the obligation that the Defaulting Member has not performed.

9.4.2      If, within thirty (30) days following receipt of the Notice of Default, the Defaulting Member in good faith commences to perform such obligation and cure such default and thereafter prosecutes to completion with diligence and continuity the curing thereof within a reasonable time, it shall be deemed that the Notice of Default was not given.  However, if within such 30-day period the Defaulting Member has not commenced in good faith the curing of such default or does not thereafter prosecute to completion with diligence and continuity the curing thereof, the Non-Defaulting Member hereunder shall have the right to terminate the Company by giving the Defaulting Member written notice thereof.  Any obligation to pay money must be performed within thirty (30) days after the Notice of Default relating to such nonpayment is given.

9.4.3      The rights of the Non-Defaulting Member under this Section 9.4 shall not be the exclusive remedy of the Non-Defaulting Member or the Company, but shall be in addition to all other rights and remedies available to the Non-Defaulting Member and the Company at law or in equity (including without limitation the right to institute suit on behalf of the Company to collect any amounts owed to the Company by the Defaulting Member or to be compensated for any damages resulting from the default of the Defaulting Member).

9.4.4      During any period commencing with delivery of a valid and proper Notice of Default and ending only when such default is cured pursuant to Section 9.4.2, the Defaulting Member shall have no right to vote on Company matters or to participate in any decisions of the Company, all of which decisions may be made by the Non-Defaulting Member at its sole but reasonable discretion, and the power to vote of the members of the Board of Managers appointed by the Defaulting Member shall be suspended for the same period.

9.5           Option to Purchase Interest of Non-Withdrawing or Non-Defaulting Member.

9.5.1      In the event the Company is subject to termination pursuant to Section 8.3 or 8.4 of this Agreement, the Non-Defaulting Member or Non-Withdrawing Member, as the case may be, may purchase the entire undivided interest in the Company of the Defaulting Member or the Withdrawing Member, as the case may be, pursuant to the appraisal procedures set forth in Section 9.6 of this Agreement.  With respect to any provision of this Section 9 whereunder more than one Non-Defaulting Member or Non-Withdrawing Member are to purchase the interest of the Defaulting Member or the Withdrawing Member, such Non-Defaulting Parties or Non-Withdrawing Parties shall purchase such interest in proportion to their respective Ownership Percentage Interests. In the event the Company is subject to termination pursuant to Section 9.3 or 9.4 of this Agreement, the rights of the Non-Defaulting Member or Non-Withdrawing Member, as the case may be, under this Section 9 shall not be the exclusive remedies of the Non-Defaulting Member or Non-Withdrawing Member, as the case may be, but shall be in addition to all other rights and remedies, if any, available at law or in equity to the Non-Defaulting Member or Non-Withdrawing Member, as the case may be.

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9.5.2      The closing of a purchase pursuant to this Section 9.5 shall be held at a mutually acceptable place on a mutually acceptable date not more than thirty (30) days after the determination of the purchase price pursuant to Section 9.6 of this Agreement.  At such closing, the Defaulting Member or Withdrawing Member shall assign to the purchasing Non-Defaulting Member or purchasing Non-Withdrawing Member the interest in the Company so sold, free and clear of all liens, claims and encumbrances and, at the request of the purchasing party, in order to properly set forth the record title to the assets of the Company, the selling party shall convey and transfer to the purchasing party an undivided percentage interest in the assets of the Company to the extent of the selling party’s Ownership Percentage Interest and execute all other documents that may be necessary to effectuate the purposes of this Agreement, and the purchasing party shall pay the purchase price therefor in immediately available funds.  The purchasing party shall expressly not assume the obligations of the selling party with respect to all liabilities and obligations of the Company created or incurred prior to the effective date of the sale, and the purchasing party shall under no circumstances indemnify, defend and hold harmless the selling party from all Company liabilities and obligations existing prior to the effective date of the sale.

9.6           Price.

9.6.1      If the interest of a Withdrawing Member or Defaulting Member (the "Seller") is to be purchased pursuant to Section 9.5.1 of this Agreement, the purchaser (the "Purchaser") shall purchase the interest of the Seller in the Company at a price equal to (a) the Appraised Value set forth in Section 9.6.5 of this Agreement multiplied by the Withdrawing Member’s or Defaulting Member’s Ownership Percentage Interest, MINUS (b) any reductions effected pursuant to Section 9.6.2 or 9.6.3 of this Agreement.

9.6.2      The Purchaser shall purchase the Seller’s interest in the Company for the price set forth in Section 9.6.1 less the amount of any damages to the Company, the Non-Withdrawing Member and/or the Non-Defaulting Member resulting from the Defaulting Member’s breach or Withdrawing Member’s withdrawal under this Agreement pursuant to Section 9.3, 9.4, or 9.5 of this Agreement.

9.6.3      If at the time of the purchase the Seller’s Ownership Percentage Interest is subject to an encumbrance, the Purchaser shall have the right but not the obligation to discharge such encumbrance and reduce the amount of the purchase price by the amount of money required to discharge such encumbrance.

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9.6.4      In order to determine the Appraised Value for purposes of Section 9.6.1 of this Agreement, Seller and Purchaser shall each designate an appraiser who shall be a member in good standing of the American Society of Appraisers and who shall have expertise in valuing health care businesses (the "First and Second Appraisers") by giving the other written notice thereof.  If either party does not so designate an appraiser with the aforementioned qualifications within fifteen (15) days after a written request to do so is delivered to such party, then the appointment of the First and/or Second Appraiser (as the case may be) shall be made in the same manner as is hereinafter provided for the appointment of a third appraiser, who shall have the same qualifications as referenced in the first sentence of this Section 9.6.4 of this Agreement ("Third Appraiser") in a case where the First and Second Appraisers and the parties themselves are unable to agree upon the Third Appraiser.  The First and Second Appraisers so designated or appointed shall meet within ten (10) days after the Second Appraiser is appointed, and if within thirty (30) days after the Second Appraiser is appointed the First and Second Appraisers do not agree upon the appraised value, they shall themselves appoint a Third Appraiser; and in the event of their being unable to agree upon such appointment within ten (10) days after the end of said 30-day period, the Third Appraiser shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days.  If the parties do not so agree, then either party, on behalf of both, may request such appointment by the office of the American Arbitration Association located nearest to the Company’s principal office.  In the event of failure, refusal or inability of any appraiser to act, a new appraiser with the aforesaid qualifications shall be appointed in his stead, which appointment shall be made in the same manner as hereinbefore provided for the appointment of the appraiser who fails, refuses or is unable to act.  Each party shall pay the fees and expenses of the original appraiser appointed by such party or in whose stead such appraiser was appointed, and the fees and expenses of the Third Appraiser shall be borne one-half by the Seller and one-half by the Purchaser.

9.6.5      The appraisers shall determine the appraised value (the "Appraised Value") of 100% of the Company as a going concern, which shall be the amount by which (a) the fair market value, at the time such appraisal is made, of all the businesses of the Company (including goodwill of the Company and any undistributed Net Cash Flow) is in excess of (b) all liabilities of the Company, including but not limited to liabilities for the repayment of all loans made to the Company by any Member.  The appraisers shall endeavor to reach their decision within thirty (30) days after the appointment of the Third Appraiser.  After reaching their decision, the appraisers shall give written notice thereof to the Members.  For all purposes under this Section 9.6 of this Agreement, the unanimous decision of the appraisers or the decision of two out of three of the appraisers shall be binding on the Members.

9.7           Operations of the Company Pending Purchase.

9.7.1      If the interest of one of the Members is purchased pursuant to Section 9.5 of this Agreement, during the period beginning with the event giving rise to withdrawal under Section 9.3 of this Agreement or the date of notice of termination under Section 9.4 of this Agreement, and ending with the closing of the purchase of the Seller’s interests under Section 9.5 of this Agreement, the business and operations of the Company shall be conducted by the Purchaser.

9.7.2      In the event of a purchase of any Member’s Interest in the Company, (a) the Purchaser shall succeed to the Seller’s right to appoint members of the Board of Managers pursuant to Section 4.2.1 of this Agreement, and (b) Section 5.1shall be automatically amended to reflect the revised Ownership Percentage Interests of the Members.

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9.7.3      Except as otherwise expressly set forth in this Agreement, the resignation, bankruptcy or dissolution of a Member or the occurrence of any other event which terminates the continued membership of a Member in the Company shall not cause a dissolution of the Company and the Company shall continue notwithstanding any such event or occurrence.

9.8.         Winding Up.  Upon the termination of the Company pursuant to this Section 9, if a purchase does not occur, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs.  To the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding on the Members until such time as the Property has been distributed pursuant to this Section 9.8 and the Articles have been canceled in accordance with the Act.  To the extent sufficient therefor, the Company's assets shall be applied and distributed in the following order:

9.8.1.     First, to creditors, including the Members, in satisfaction of all of the Company's debts and liabilities other than liabilities for which reasonable provision for payment has been made;

9.8.2.     The balance, if any, to the Members in accordance with their positive Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

9.9.         Compliance with Regulations; Deficit Capital Accounts. If the Company is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g):

9.9.1.     Distributions shall be made pursuant to Section 9.9 to the Members who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2); and

9.9.2.     If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Allocation Years, including the Allocation Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

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10.       JEOPARDY.

11.1         Noncompliance.  In the event (a) that there is (i) the adoption or amendment of any federal, state or local law, regulation or ordinance, or (ii) an interpretation of such a law, regulation or ordinance by a governmental agency or court, or (iii) the receipt by either Member of notice from any recognized agency, authority or association in the medical or hospital fields, or any federal, state or local government, agency, authority, commission or other governmental body, and (b) that legal counsel for either Member opines in writing that such event described in clause (a) above (i) jeopardizes the participation of Member in Medicare or Medicaid or other governmental program, or the accreditation by JCAHO or any other state or nationally recognized organization, (ii) gives rise to the imposition of intermediate sanctions under Section 4958 of the Code upon any Member or any Person, (iii) causes either Member or any Affiliate to be in violation of any statute, regulation or ordinance as a result of this Agreement or the Management Agreement or any Professional Services Agreement, or the Member or Affiliate’s performance thereunder, or (iv) suggests that either Member or any Affiliate of a Member is engaged in illegal or unethical conduct as a result of this Agreement or the Management Agreement or any Professional Services Agreement, or the Member or Affiliate’s performance thereunder, THEN in any such event, the Members agree to promptly amend this Agreement so as to eliminate the violation or noncomplying aspects hereof or to take such actions as shall be necessary to remedy the situation, but without materially altering the other rights and obligations of the Members hereunder.  The failure of either Member to timely take whatever action within its power and authority that is necessary to eliminate the violation or non-complying aspects hereof shall constitute a material breach of this Agreement and shall give the non-breaching Member the right to terminate the Company or purchase the defaulting Member's interest pursuant to Section 9.4 hereof.

11.       GENERAL.

11.1         Notices.  All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be deemed to have been properly given or served by personal delivery, by depositing the same in the United States mail, postage prepaid and registered or certified with return receipt requested, or by facsimile transmission (with a confirmation by registered or certified mail placed in the mail no later than the following day), or by sending the same by a nationally recognized overnight delivery service as follows:

If to NJIP: New Jersey Imaging Partners, Inc.

1510 Cotner Avenue

Los Angeles, CA 90025

Attention: President & CEO

Fax No.:  (310) 445-2980

All notices, demands and requests sent by personal delivery or by facsimile transmission shall be effective and deemed served upon transmittal thereof.  All notices, demands and requests sent by mail shall be effective and deemed served three days after being deposited in the United States mail.  All notices, demands and requests sent by overnight delivery service shall be effective and deemed served on the day after being deposited with such overnight delivery service.  The above addresses may be changed by giving notice of such change in the manner provided above for giving notice.

11.2         Insurance.  The Company shall carry and maintain in force general liability and malpractice liability insurance coverages through participation in Hospital’s insurance programs.  The premiums and any other expenses for such insurance shall be a cost and expense to be borne by the Company.

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11.3         Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine and neuter, and to the singular and plural, as the identity of the person, persons, entity or entities intended to be referred to may require.

11.4         Governing Laws.  This Agreement and the obligations of the Members hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey, without regard to its conflict of laws provisions.

11.5         Entire Agreement.  This Agreement, including the Exhibits attached hereto, and the related contracts referenced herein, contain the entire agreement among the Members relative to the formation and management of the Company and shall replace and supersede all prior understandings between and among the Members and the Company as to the subject matter hereof.

11.6         Amendments.  This Agreement may only be amended by the written approval of the Member(s).

11.7         Waiver.  No consent or waiver, express or implied, by the Company or by any Member to or of any breach or default by another Member in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member of the same or any other obligations of such Member hereunder.  Failure on the part of the Company or any Member to complain of any act or failure to act of another Member or to declare the other Member in default, irrespective of how long such failure continues, shall not constitute a waiver by the Company or any Member of its rights hereunder.

11.8         Severability.  If any provision of this Agreement or the application thereof to any person or circumstance are held or agreed to be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law, so long as the essential benefits expected from this Agreement remain enforceable.

11.9         Dispute Resolution.

11.9.1    In the event of a Deadlock with respect to a Major Decision, a Member may, by giving notice to the other Member, convene a meeting to resolve the Deadlock.  If said officers cannot resolve the Deadlock within thirty (30) days after such request for a meeting is given, either party is entitled to submit the matter to arbitration in accordance with the procedures outlined below.

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11.9.2    Except as otherwise provided in this Agreement, all disputes arising under this Agreement shall be resolved by binding arbitration pursuant to the rules of the American Arbitration Association then pertaining. Arbitration proceedings shall be held in Edison, New Jersey. Members may, if they are able to do so, agree upon one arbitrator; otherwise, there shall be three arbitrators selected to resolve disputes, one named in writing by each Member within fifteen (15) days after notice of arbitration is served upon one Member by the other Member and a third arbitrator selected by the two arbitrators selected by the Members within fifteen (15) days thereafter. If the two arbitrators cannot select a third arbitrator within such fifteen (15) days, either Member may request that the American Arbitration Association select such third arbitrator.  If one Member does not choose an arbitrator within fifteen (15) days, the other Member shall request that the American Arbitration Association name such other arbitrator.  No one shall serve as arbitrator who is in any way financially interested in this Agreement or in the affairs of either Member. Each Member shall pay its own expenses of arbitration and one-half of the expenses of the arbitrators.  If any position by either Member hereunder, or any defense or objection thereto, is deemed by the arbitrators to have been unreasonable, the arbitrators shall assess, as part of their award against the unreasonable Member or reduce the award to the unreasonable Member, all or part of the arbitration expenses (including reasonable attorneys’ fees) of the other Member and of the arbitrators.

11.9.3    The decision of the arbitrator shall be binding upon the Members, absent manifest error.  In making his or her determination, the arbitrator shall specifically take into account and give effect to the provisions of Section 3.2 of this Agreement, and any arbitration determination must be consistent with and promote the charitable purposes and tax-exempt status of Hospital and its Affiliates.

11.9.4    The Members shall evenly divide all costs of arbitration (exclusive of each parties' legal fees, which shall be borne by the party that incurs them).

11.10       Attorneys' Fees.  In any arbitration or action at law or equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such arbitration or litigation, as determined by the arbitrators or the court in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys' fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals or in connection with any bankruptcy proceeding), and if such successful party shall recover judgment in any such arbitration, action or proceeding, such costs, expenses and attorneys' fees shall be included in and as part of such award or judgment.

11.11       Binding Agreement.  Subject to the restrictions on transfers set forth herein, this Agreement shall inure to the benefit of and be binding upon the Members and their respective successors and assigns.  Whenever in this instrument a reference to any party or Member is made, such reference shall be deemed to include a reference to the Affiliates, successors and assigns of such party or Member.

11.12       Counterparts.  Separate copies of this Agreement may be signed by the parties hereto, with the same effect as though all of the parties had signed one copy of this Agreement.  Signatures transmitted by facsimile shall be accepted as original signatures.

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11.13       Interpretation of Agreement.  The parties hereto acknowledge and agree that this Agreement has been negotiated at arm's length and between parties equally sophisticated and knowledgeable in the matters dealt with in this Agreement.  Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived.  The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties as set forth in this Agreement.

IN WITNESS WHEREOF, this Amended and Restated Operating Agreement has been executed as of the day and year first set forth above.

NEW JERSEY IMAGING PARTNERS, INC.
By:	/S/ HOWARD G. BERGER, M.D.
	Howard G. Berger, M.D., President

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EX-4.5

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Supplemental Indenture”), dated as of July 6, 2010 among Advanced Radiology, LLC (the “Guaranteeing Subsidiary”), a subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation (“Parent”), Radnet Management, Inc., a California corporation (the “Issuer), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2010 providing for the issuance of 10⅜% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

4.           No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

5.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

7.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

Advanced Radiology, LLC
By:	/S/ HOWARD G. BERGER, M.D.
	Name: HOWARD G. BERGER, M.D.
	Title:  President and Chief Financial Officer

U.S. Bank National Association
By:	/S/ GEORGINA THOMAS
	Name: GEORGINA THOMAS
	Title:  Trust Officer

EX-4.6

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Supplemental Indenture”), dated as of August 19, 2010 among Health Diagnostics of New Jersey, LLC (the “Guaranteeing Subsidiary”), a subsidiary of RadNet, Inc. (or its permitted successor), a Delaware corporation (“Parent”), Radnet Management, Inc., a California corporation (the “Issuer), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2010 providing for the issuance of 10⅜% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.           Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

4.           No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner or incorporator of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or the note documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

5.           NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

7.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.           The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

Health Diagnostics of New Jersey, LLC
By:	/S/ HOWARD G. BERGER, M.D.
	Name: Howard G. Berger, M.D.
	Title: President and Chief Financial Officer

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/S/ GEORGINA THOMAS
	Name: Georgina Thomas
	Title: Trust Officer

EX-5.1

Suite 1600  |  1901 Avenue of the Stars  |  Los Angeles, CA  90067-6017 310-228-3700 office  |  310-228-3701 fax  |  www.sheppardmullin.com  

August 27, 2010

Radnet Management, Inc.

1510 Cotner Avenue

Los Angeles, CA  90025

Re:  Issuance of exchange notes

Ladies and Gentlemen:

We have acted as counsel to Radnet Management, Inc., a Delaware corporation (the “Company”), RadNet, Inc., a Delaware corporation and the parent company of the Company (“RadNet”), and the subsidiaries of the Company listed on Schedule I hereto (collectively with RadNet, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $200,000,000 aggregate principal amount of 10⅜% Senior Notes due 2018 (the “Exchange Notes”), which will be guaranteed (the “Guarantees”) by the Guarantors.  The Exchange Notes and the Guarantees will be issued under an indenture dated as of April 6, 2010 (the “Indenture”) by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), a supplemental indenture dated as of July 6, 2010 (the “Advanced Radiology Supplemental Indenture”) by and between Advanced Radiology, LLC, a Maryland limited liability company, and the Trustee, and a supplemental indenture dated as of August 18, 2010 (the “Health Diagnostics Supplemental Indenture” and together with the Advanced Radiology Supplemental Indenture, the “Supplemental Indentures”) by and between Health Diagnostics of New Jersey, LLC, a New Jersey limited liability company, and the Trustee.  The Company will offer the Exchange Notes in exchange for $200,000,000 aggregate principal amount of its outstanding 10⅜% Senior Notes due 2018.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated by the Commission.

In connection with this opinion, we have examined the Registration Statement, the Indenture and the Supplemental Indentures, which have been filed with the Commission as exhibits to the Registration Statement, the Notation of Guarantees executed by each of the Guarantors and such matters of fact and questions of law as we have considered appropriate for purposes of rendering the opinions expressed below.  In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of each of the Company’s and Guarantors’ (i) Articles of Incorporation or other formation documents, (ii) bylaws or operating agreement, (iii) authorizing resolutions and (iv) such records, documents, certificates, memoranda and other instruments as we have considered necessary to provide a basis for the opinion hereinafter expressed.  In such examination, we assumed that such documents and instruments have not been amended or modified since the date submitted and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.  We also have assumed that the Indenture and the Supplemental Indentures are the valid and legally binding obligations of the Trustee.As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

- 1 - -

Based upon and subject to the foregoing and the qualifications, assumptions and limitations stated herein, it is our opinion that:

1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth in paragraphs 1 and 2 above are subject to (i) the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (whether considered in a proceeding in equity or at law); (ii) public policy considerations which may limit the rights of parties to obtain remedies, (iii) the implied covenants of good faith and fair dealing, and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.  We express no opinions concerning (i) the validity or enforceability of any provision contained in any Exchange Notes, Guarantees, the Indenture or the Supplemental Indentures that purports to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law, or (ii) the enforceability of any indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities laws.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the States of Florida and New Jersey, we have relied upon the opinions of Akerman Senterfitt LLP and Lowenstein Sandler PC, respectively.

We do not express any opinion herein concerning any law other than (i) the laws of the State of New York, (ii) the federal laws of the United States, (iii) the Delaware General Corporation Law, (iv) the laws of the State of California, (v) the laws of the State of Maryland and (vi) to the extent set forth herein, the laws of the States of Florida and New Jersey.

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinions are expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, any Exchange Notes, Guarantees, the Indenture, the Supplemental Indentures or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Exchange Notes, the Guarantees, the Indenture or the Supplemental Indentures, or as to the effect that their performance of such obligations may have upon any of the matters referred to above.

Very truly yours,

/s/    Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

- 2 - -

SCHEDULE 1

GUARANTORS

Name Guarantor	Jurisdiction of Incorporation
RadNet, Inc.	Delaware
Advanced Imaging Partners, Inc.	Delaware
Community Imaging Partners, Inc.	Delaware
Delaware Imaging Partners, Inc.	Delaware
Diagnostic Imaging Services, Inc.	Delaware
Ide Imaging Partners, Inc.	Delaware
Mid Rockland Imaging Partners, Inc.	Delaware
Radiologix, Inc.	Delaware
Radiology and Nuclear Medicine Imaging Partners, Inc.	Delaware
Treasure Coast Imaging Partners, Inc.	Delaware
Radnet Managed Imaging Services, Inc.	California
Radnet Management I, Inc.	California
Radnet Management II, Inc.	California
Radnet Sub, Inc.	California
FRI II, Inc.	California
FRI, Inc.	California
Pacific Imaging Partners, Inc.	California
Rolling Oaks Imaging Corporation	California
Rolling Oaks Radiology, Inc.	California
SoCal MR Site Management, Inc.	California
Valley Imaging Partners, Inc.	California
Questar Imaging, Inc.	Florida
Questar Los Alamitos, Inc.	Florida
Questar Victorville, Inc.	Florida
New Jersey Imaging Partners, Inc.	New Jersey
Health Diagnostics of New Jersey, LLC	New Jersey
Advanced Radiology, LLC	Maryland

- 3 - -

EX-5.2

	Akerman Senterfitt
Dallas Denver Fort Lauderdale Jacksonville Las Vegas Los Angeles Madison Miami New York Orlando Tallahassee Tampa Tysons Corner Washington, DC West Palm Beach	One Southeast Third Avenue 25th Floor Miami, Florida  33131-1714 www.akerman.com 305 374 5600 tel     305 374 5095 fax

August 27, 2010

Radnet Management, Inc.

Questar Imaging, Inc.

Questar Los Alamitos, Inc.

Questar Victorville, Inc.

1510 Cotner Avenue

Los Angeles, California  90025

Ladies and Gentlemen:

We have acted as special counsel for Questar Imaging, Inc., a Florida corporation, Questar Los Alamitos, Inc., a Florida corporation, and Questar Victorville, Inc., a Florida corporation (each, a Guarantor, and collectively, the “Guarantors”), for the purposes of rendering this opinion in connection with the preparation by RadNet, Inc., a Delaware corporation, of a Registration Statement on Form S-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer by RadNet Management, Inc., a California corporation (the “Company”) to exchange (the “Exchange Offer”) the Company’s 10⅜% Senior Notes due 2018 (the “New Notes”) which will be registered under the Securities Act, for an equal principal amount of the Company’s outstanding unregistered 10⅜% Senior Notes due 2018 (the “Original Notes”).  The New Notes will be guaranteed, jointly and severally (the “New Note Guarantees”), by among others, the Guarantors.  Each of the Original Notes was issued, and the New Notes will be issued, under an Indenture, dated as of April 6, 2010, between the Company, certain subsidiaries of the Company named therein and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented from time to time (the “Indenture”).

In connection with our opinion, we have examined: (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference); (b) each Guarantor’s articles of incorporation and bylaws, each as amended to date; (c) the Indenture; (d) the forms of the New Notes and New Note Guarantees; and (e) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Radnet Management, Inc.

Questar Imaging, Inc.

Questar Los Alamitos, Inc.

Questar Victorville, Inc.

August 27, 2010

Page 2

In our examination of the above referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. Also, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and Guarantors and other sources believed by us to be responsible.

Based upon and subject to the foregoing and the matters set forth herein, assuming that: (i) the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee and the Company; (ii) the New Notes, when duly executed and delivered by or on behalf of the Company in the form contemplated by the applicable Indenture upon the terms set forth in the applicable Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iii) the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

The New Note Guarantees, when the New Note Guarantees are executed and delivered by or on behalf of the Guarantors in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Guarantors enforceable in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided that we express no opinion regarding the enforceability of any indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities laws.

We express no opinion concerning the contents of the Registration Statement or the Prospectus, other than as to the validity of the New Note Guarantees, as provided herein. We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than United States Federal law and the laws of the State of Florida.  The New Note Guarantees may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date of this opinion, which laws are subject to change with possible retroactive effect.

Radnet Management, Inc.

Questar Imaging, Inc.

Questar Los Alamitos, Inc.

Questar Victorville, Inc.

August 27, 2010

Page 3

The foregoing opinions may be relied upon by your counsel, Sheppard, Mullin, Richter & Hampton LLP, in connection with the filing of the Registration Statement.  We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement.

Very truly yours,

/s/ Akerman Senterfitt

AKERMAN SENTERFITT

EX-5.3

Exhibit 5.3

August 27, 2010

Radnet Management, Inc.

1510 Cotner Avenue

Los Angeles, CA  90025

Ladies and Gentlemen:

We have acted as special counsel to New Jersey Imaging Partners, Inc., a New Jersey corporation (“NJ Imaging Partners”) and Health Diagnostics of New Jersey, L.L.C., a New Jersey limited liability company (“Health Diagnostics”), in connection with the offer made by Radnet Management, Inc. (the “Issuer”) to exchange its new 10-3/8% Senior Notes due 2018 (the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding 10-3/8% Senior Notes due 2018 (the “Outstanding Notes”).  NJ Imaging Partners is named as a Guarantor in the Indenture described below and Health Diagnostics is named as a Guarantor in the Supplemental Indenture described below.  Each of NJ Imaging Partners and Health Diagnostics has provided a guarantee of the Outstanding Notes, which guarantee will also cover the Exchange Notes.  This opinion is furnished to you in connection with the registration of the Exchange Notes under the Securities Act, pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Registration Statement”). Unless defined in this opinion, capitalized terms used herein have the meanings ascribed to them in the Indenture.

In so acting, we have reviewed executed copies of the following documents (collectively, the “NJ Transaction Documents”):

1.           Indenture, dated as of April 6, 2010 (the “Indenture”), made by and among the Issuer, RadNet, Inc., the Subsidiary Guarantors party thereto (including NJ Imaging Partners) and U.S. Bank National Association, as trustee.

EX-12.1

EXHIBIT 12.1

RADNET, INC. AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

 (in thousands)

(unaudited)

	Three Months Ended						Six Months Ended						Years Ended												Two Months Ended						Years Ended
	June 30,						June 30,						December 31,												December 31,						October 31,
	2010			2009			2010			2009			2009			2008			2007			2006			2006			2005			2006			2005
Earnings:
Pre-tax net loss (1)		$(11,863	)		$(298	)		$(15,618	)		$(1,083	)		$(1,732	)		$(12,582	)		$(17,196	)		$(17,657	)		$(10,918	)		$(155	)		$(6,894	)		$(3,570	)
Less: Equity in earnings of unconsolidated joint ventures		(1,971	)		(2,453	)		(3,832	)		(5,088	)		(8,456	)		(9,791	)		(5,944	)		(586	)		(503	)		-			(83	)		-
Plus: Distributions from unconsolidated joint ventures		2,663			2,593			5,758			4,363			7,667			7,982			6,464			179			179			-			-			-
Fixed charges		25,436			14,296			39,154			29,496			57,521			66,302			58,059			34,532			12,569			3,433			25,396			20,132
Total adjusted earnings		$14,265			$14,138			$25,462			$27,688			$55,000			$51,911			$41,383			$16,468			$1,327			$3,278			$18,419			$16,562
Fixed charges:
Interest expense (including debt issue costs amortized to interest expense)		$13,879			$12,326			$23,846			$25,348			$49,193			$51,811			$44,294			$23,012			$5,620			$2,970			$20,362			$17,493
Write-off of debt issue costs		7,559			-			7,559			-			-			-			-			7,009			4,912			-			2,097			-
Portion of rent expense representative of the interest factor (2)		3,998			3,694			7,749			7,207			14,447			14,491			13,765			4,511			2,037			463			2,937			2,639
Fair value adjustments of cash flow hedges reclassified from OCI to interest expense		-			(1,724	)		-			(3,059	)		(6,119	)		-			-			-			-			-			-			-
Total fixed charges		$25,436			$14,296			$39,154			$29,496			$57,521			$66,302			$58,059			$34,532			$12,569			$3,433			$25,396			$20,132
Ratio of earnings to fixed charges		0.56			0.99			0.65			0.94			0.96			0.78			0.71			0.48			0.11			0.95			0.73			0.82
Additional earnings required to have a one-to-one ratio of earnings to fixed charges		$11,171			$158			$13,692			$1,808			$2,521			$14,391			$16,676			$18,064			$11,242			$155			$6,977			$3,570

(1)  Excludes net income attributable to noncontrolling interests

(2)  Represents one-third of operating lease costs, which approximates the portion that relates to the interest portion

EX-21.1

EXHIBIT 21

SUBSIDIARIES

Registrant’s  Subsidiaries	Percentage Ownership	State of Incorporation
Radnet Management, Inc.	100%	California
Radnet Managed Imaging Services, Inc.	100%	California
Radnet Management I, Inc.	100%	California
Radnet Management II, Inc.	100%	California
Radnet Sub, Inc.	100%	California
FRI II, Inc.	100%	California
FRI, Inc.	100%	California
Pacific Imaging Partners, Inc.	100%	California
Rolling Oaks Imaging Corporation	100%	California
Rolling Oaks Radiology, Inc.	100%	California
SoCal MR Site Management, Inc.	100%	California
Valley Imaging Partners Inc.	100%	California
Advanced Imaging Partners, Inc.	100%	Delaware
Community Imaging Partners, Inc.	100%	Delaware
Delaware Imaging Partners, Inc.	100%	Delaware
Diagnostic Imaging Services, Inc.	100%	Delaware
Ide Imaging Partners, Inc.	100%	Delaware
Mid Rockland Imaging Partners, Inc.	100%	Delaware
Radiologix, Inc.	100%	Delaware
Radiology and Nuclear Medicine Imaging Partners, Inc.	100%	Delaware
Treasure Coast Imaging Partners, Inc.	100%	Delaware
Questar Imaging, Inc.	100%	Florida
Questar Los Alamitos,Inc.	100%	Florida
Questar Victorville, Inc.	100%	Florida
New Jersey Imaging Partners, Inc.	100%	New Jersey
Health Diagnostics of New Jersey, LLC	100%	New Jersey

EX-23.4

                                Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts", and to the use of our reports dated March 15, 2010, except Note 17 as to which the date is August 27, 2010 in the Registration Statement (Form S-4 No. 333-_______) and related Prospectus of RadNet, Inc. for the registration of $200,000,000 10⅜% Senior Notes due 2018 and Guarantees of 10⅜% Senior Notes due 2018.

/s/ Ernst & Young LLP

Los Angeles, California

August 27, 2010

EX-25.1

securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Georgina Thomas

U.S. Bank National Association

633 W. 5TH Street, 24th Floor

Los Angeles, CA  90071

(213) 615-6001

(Name, address and telephone number of agent for service)

Radnet Management Inc.

(Exact name of obligor as specified in its charter)

Delaware	13-3326724
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1510 Cotner Avenue, Los Angeles, CA	90025
(Address of Principal Executive Offices)	(Zip Code)

10.375%  Senior Notes

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and has also examined its own books and records for the purpose of answering this item.

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4.  Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6.

7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof.

*  Incorporated by reference to Registration Number 333-128217.

Copies of the Articles of Association of the trustee, as now in effect, a certificate of authority to commence business and a certificate of authority to exercise corporate trust powers are on file with the Securities and Exchange Commission as Exhibits with corresponding exhibit numbers to the Form T-1 of Revlon Consumer Products Corporation, filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, on November 15, 2005 (Registration No. 333-128217), and are incorporated herein by reference.

**  Incorporated by reference to Registration Number 333-159463.

Copies of the existing bylaws of the Trustee, amended March 4, 2009, are on file with the Securities and Exchange Commission as Exhibits with corresponding exhibit numbers to the Form T-1 of Magma Design Automation Inc. filed pursuant to Section 305(b) (2) of the Trust Indenture Act of 1939, as amended, on August 24, 2009, and are incorporated herein by reference.

NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 17th of August, 2010.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Georgina Thomas
	Georgina Thomas
	Trust Officer

2

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 17, 2010

U.S. BANK NATIONAL ASSOCIATION
By:	/s/Georgina Thomas
	Georgina Thomas
	Trust Officer

3

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 06/30/2010

($000’s)

06/30/2010

Assets
Cash and Due from Depository Institutions	$	5,021,509
Federal Reserve Stock		0
Securities		46,751,442
Federal Funds		4,344,927
Loans & Lease Financing Receivables		182,237,162
Fixed Assets		3,961,446
Intangible Assets		13,006,313
Other Assets		23,141,844
Total Assets	$	278,464,643
Liabilities
Deposits	$	191,033,345
Fed Funds		2,399,708
Treasury Demand Notes		8,679,973
Trading Liabilities		437,280
Other Borrowed Money		32,340,366
Acceptances		0
Subordinated Notes and Debentures		8,129,967
Other Liabilities		7,450,842
Total Liabilities	$	250,471,481
Equity
Minority Interest in Subsidiaries	$	0
Common and Preferred Stock		18,200
Surplus		12,636,872
Undivided Profits		13,633,536
Noncontrolling (minority) interests in
consolidated subsidiaries		1,704,554
Total Equity Capital	$	27,993,162
Total Liabilities and Equity Capital	$	278,464,643

4

EX-99.1

Exhibit 99.1

RADNET MANAGEMENT, INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$200,000,000 PRINCIPAL AMOUNT OF ITS 10⅜% SENIOR NOTES

DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING SENIOR

NOTES DUE 2018

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME,

ON                  , 2010 (THE ‘‘EXPIRATION DATE’’) UNLESS THE OFFER IS EXTENDED.

TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 p.m.,

NEW YORK CITY TIME, ON                   , 2010.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
U.S. Bank National Association	651-495-8158	U.S. Bank National Association
West Side Flats Operations Center		West Side Flats Operations Center
60 Livingston Avenue		60 Livingston Avenue
Mail Station − EP-MN-WS2N		Mail Station − EP-MN-WS2N
St. Paul, MN 55107		St. Paul, MN 55107
Attn: Lori Buckles		Attn: Lori Buckles
(Telephone Inquiries: (651-495-3520)		(Telephone Inquiries: (651-495-3520)
(Radnet Management Exchange)		(Radnet Management Exchange)
	Telephone Inquiries:
	651-495-3520

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in ‘‘The Exchange Offer — Book-Entry Delivery Procedures’’ and ‘‘The Exchange Offer — Procedures for Tendering Outstanding Notes’’ in the Prospectus (as defined below) and an ‘‘Agent’s Message’’ (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in ‘‘The Exchange Offer — Guaranteed Delivery Procedures’’ in the Prospectus.

1

Unless the context otherwise requires, the term ‘‘holder’’ for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (‘‘DTC’’).

The undersigned acknowledges receipt of the Prospectus dated             , 2010 (as it may be amended or supplemented from time to time, the ‘‘Prospectus’’) of Radnet Management, Inc., a Delaware corporation (the ‘‘Company’’), RadNet, Inc., the parent company of the Company and certain of Radnet Management, Inc.’s subsidiaries (each, a ‘‘Guarantor’’ and collectively, the ‘‘Guarantors’’), and this Letter of Transmittal (the ‘‘Letter of Transmittal’’), which together constitute the Company’s offer (the ‘‘Exchange Offer’’) to exchange an aggregate principal amount of up to $200,000,000 of its 10⅜% Senior Notes due 2018 which have been registered under the Securities Act of 1933, as amended (the ‘‘Securities Act’’) (the ‘‘Exchange Notes’’), for any and all of its outstanding 10⅜% Senior Notes due 2018, (the ‘‘Outstanding Notes’’). The Outstanding Notes are unconditionally guaranteed (the ‘‘Old Guarantees’’) by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the ‘‘New Guarantees’’) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the ‘‘Exchange Offer’’ include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the ‘‘Exchange Notes’’ include the related New Guarantees and references to the ‘‘Outstanding Notes’’ include the related Old Guarantees.

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. The Exchange Notes will accrue interest at a rate of 10⅜% per annum, payable on April 1 and October 1 of each year, commencing on October 1, 2010.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

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List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

Box 1*
Description of Outstanding Notes Tendered Herewith
	Certificate or
	Registration	Aggregate Principal	Aggregate Principal
Name(s) and Address(es) of Registered Holder(s)	Number(s) of	Amount	Amount of
(Please fill in, if blank, exactly as name(s) appear(s) on	Outstanding	Represented by	Outstanding Notes
Certificate(s))	Notes**	Outstanding Notes	Being Tendered***
Total:

* If the space provided is inadequate, list the certificate numbers and principal amount of Outstanding Notes on a separate signed schedule and attach the list to this Letter of Transmittal.

** Need not be completed by book-entry holders.

*** The minimum permitted tender is $2,000 in principal amount. All tenders must also be in integral multiples of $1,000 in principal amount. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

Box 2 Book-Entry Transfer

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CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Tendering Institution:  ____________________________________________________________________ ______________________________________________________________________________________________ Account Number: _______________________________________________________________________________ ______________________________________________________________________________________________ Transaction Code Number: ________________________________________________________________________ ______________________________________________________________________________________________

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Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (‘‘ATOP’’) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an ‘‘Agent’s Message’’) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3 Notice of Guaranteed Delivery (See Instruction 2 below)
¨	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ______________________________________________________________
Window Ticket Number (if any): ______________________________________________________________
Name of Eligible Guarantor Institution that Guaranteed Delivery: _____________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________________________________
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution: ________________________________________________________________
Account Number: __________________________________________________________________________
Transaction Code Number: ___________________________________________________________________

       

Box 4

Return of Non-Exchanged Outstanding Notes

Tendered by Book-Entry Transfer

¨CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

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Box 5 Participating Broker-Dealer
¨	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ____________________________________________________________________
Address: __________________________________________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an ‘‘underwriter’’ within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

 

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Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Outstanding Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present and deliver such Outstanding Notes for transfer on the books of the Company and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an ‘‘affiliate,’’ as such term is defined in Rule 405 under the Securities Act, of the Company or any Guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that this Exchange Offer is being made based on the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the ‘‘SEC’’) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an ‘‘affiliate’’ of the Company or the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Company or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an ‘‘underwriter’’ within the meaning of the Securities Act.

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The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement dated as of April 6, 2010, by and among the Company, the Guarantors and Deutsche Bank Securities Inc. and Barclays Capital Inc., (the ‘‘Registration Rights Agreement’’), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 6 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption ‘‘The Exchange Offer — Conditions to the Exchange Offer.’’ The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under ‘‘The Exchange Offer — Conditions to the Exchange Offer’’ occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

Unless otherwise indicated herein in the box entitled ‘‘Special Registration Instructions’’ below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled ‘‘Special Delivery Instructions’’ below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled ‘‘Description of Outstanding Notes Tendered Herewith.’’

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED ‘‘DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH’’ ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

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Box 6 SPECIAL REGISTRATION INSTRUCTIONS (See Instructions 4 and 5)
To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.
	Issue: ¨	Outstanding Notes not tendered to:
	¨	Exchange Notes to:
	Name(s):
		(Please Print or Type)
	Address:
		(Include Zip Code)
		Daytime Area Code and Telephone Number.
		Taxpayer Identification or Social Security Number:

Box 7 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4 and 5)
To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.
	Issue: ¨	Outstanding Notes not tendered to:
	¨	Exchange Notes to:
	Name(s):
		(Please Print or Type)
	Address:
		(Include Zip Code)
		Daytime Area Code and Telephone Number.
		Taxpayer Identification or Social Security Number:

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Box 8

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying substitute form W-9)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date: ____________________________________________________________________________________________

Name(s): ______________________________________________________________________________

(Please Type or Print)

Capacity (full title): _________________________________________________________________________________

Address: _______________________________________________________________________________

(Including Zip Code)

Daytime Area Code and Telephone Number: _____________________________________________________________

Taxpayer Identification or Social Security Number: ________________________________________________________

GUARANTEE OF SIGNATURE(S)

(If Required — See Instruction 4)

Authorized Signature: ____________________________________________________________________

Date: ____________________________________________________________________________________________

Name: ___________________________________________________________________________________________

Title: ____________________________________________________________________________________________

Name of Firm: ____________________________________________________________________________________

Address of Firm: ______________________________________________________________________

____________________________________________________________________________________

(Include Zip Code)

Area Code and Telephone Number: ____________________________________________________________________

Taxpayer Identification or Social Security Number: _______________________________________________________

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Box 9 PAYER’S NAME: RADNET MANAGEMENT, INC.
Substitute	Part 1 — PLEASE PROVIDE YOUR TIN IN	Name
	THE BOX AT RIGHT AND CERTIFY BY
Form W-9	SIGNING AND DATING BELOW.
Department of the		Social Security Number
Treasury Internal
Revenue Service		OR
Payer’s Request
for Taxpayer		Employer Identification Number
Identification		Part 3 — Awaiting TIN ¨
Number (TIN)	Part 2 — Certification — UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
	(1)  The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2)  I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the ‘‘IRS’’) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)  I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Sign Here
	Signature
	Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature

Date

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer.— Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All ‘‘Section’’ references are to the Internal Revenue Code of 1986, as amended. ‘‘IRS’’ is the Internal Revenue Service.

For this type of account:			Give the SOCIAL SECURITY number of —
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined account fund, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor2
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee1
	b.	So-called trust that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship		The owner3
For this type of account:			Give the EMPLOYER IDENTIFICATION number of
6.	Sole proprietorship		The owner3
7.	A valid trust, estate, or pension trust		The legal entity4
8.	Corporate		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account		The organization
10.	Partnership		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

2. Circle the minor’s name and furnish the minor’s social security number.

3. You must show your individual name, but you may also enter your business or ‘‘doing business as’’ name. You may use either your social security number or your employer identification number (if you have one).

4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON

SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

· An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

· The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

· An international organization or any agency or instrumentality thereof.

· A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

· A corporation.

· A financial institution.

· A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

· A real estate investment trust.

· A common trust fund operated by a bank under Section 584(a).

· An entity registered at all times during the tax year under the Investment Company Act of 1940.

· A middleman known in the investment community as a nominee or custodian.

· A futures commission merchant registered with the Commodity Futures Trading Commission.

· A foreign central bank of issue.

· A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

· Payments to nonresident aliens subject to withholding under Section 1441.

· Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

· Payments of patronage dividends not paid in money.

· Payments made by certain foreign organizations.

· Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

· Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

· Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

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· Payments described in Section 6049(b)(5) to nonresident aliens.

· Payments on tax-free covenant bonds under Section 1451.

· Payments made by certain foreign organizations.

· Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE ‘‘EXEMPT’’ IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

Please do not send certificates for Outstanding Notes directly to the Company. Your certificates for Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Outstanding Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in ‘‘The Exchange Offer — Guaranteed Delivery Procedures’’ in the Prospectus and by completing Box 3. Holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Outstanding Notes, if applicable, the certificate number(s) of the Outstanding Notes to be tendered and the principal amount of Outstanding Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Outstanding Notes or a book-entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Outstanding Notes in proper form or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at the appropriate book-entry transfer facility and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

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2. Partial Tenders; Withdrawals. Tenders of Outstanding Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Outstanding Notes tendered in the column entitled ‘‘Description of Outstanding Notes Tendered Herewith’’ in Box 1 above. A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Notes are irrevocable.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; (v) specify the name in which any such Outstanding Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption ‘‘The Exchange Offer—Procedures for Tender of Outstanding Notes’’ in the Prospectus at any time prior to the Expiration Date.

Neither the Issuer, any affiliate or assigns of the Issuer, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions. Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, or, in the case of Outstanding Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the ‘‘Instructions to Registered Holder from Beneficial Owner’’ form accompanying this Letter of Transmittal.

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4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes or the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Notes, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another ‘‘eligible guarantor institution’’ within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an ‘‘Eligible Guarantor Institution’’).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) who has not completed the box entitled ‘‘Special Registration Instructions’’ or ‘‘Special Delivery Instructions’’ on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

If no such instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

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6. Transfer Taxes. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

7. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Company reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

10. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides U.S. Bank National Association as Paying Agent (the ‘‘Paying Agent’’), with either (i) such holder’s correct taxpayer identification number (‘‘TIN’’) on the Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on the Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed ‘‘Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9’’ for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Paying Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed ‘‘Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9’’ for additional guidance on which number to report.

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EX-99.2

Exhibit 99.2

RADNET MANAGEMENT, INC.

OFFER TO EXCHANGE

$200,000,000 PRINCIPAL AMOUNT OF ITS 10⅜% SENIOR NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 10⅜% SENIOR NOTES DUE 2018

, 2010

To Our Clients:

Enclosed for your consideration are a Prospectus dated                      , 2010 (as the same may be amended or supplemented from time to time, the ‘‘Prospectus’’), and a Letter of Transmittal (the ‘‘Letter of Transmittal’’), relating to the offer (the ‘‘Exchange Offer’’) by Radnet Management, Inc. (the ‘‘Company’’), RadNet, Inc., parent company of the Company, and certain subsidiaries of the Company (the ‘‘Guarantors’’), to exchange (the ‘‘Exchange Offer’’) an aggregate principal amount of up to $200,000,000 of its 10⅜% Senior Notes due 2018, which have been registered under the Securities Act of 1933, as amended (the ‘‘Securities Act’’) (the ‘‘Exchange Notes’’), for any and all of its outstanding 10⅜% Senior Notes due 2018 (the ‘‘Outstanding Notes’’), in minimum denominations of $2,000 and integral multiples of $1,000 upon the terms and subject to the conditions of the Prospectus and the Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the Prospectus and the Letter of Transmittal. The Outstanding Notes are unconditionally guaranteed (the ‘‘Old Guarantees’’) by the Guarantors, and the Exchange Notes are unconditionally guaranteed (the ‘‘New Guarantees’’) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the ‘‘Exchange Offer’’ include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the ‘‘Exchange Notes’’ include the related New Guarantees and references to the ‘‘Outstanding Notes’’ include the related Old Guarantees. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                    , 2010 (THE ‘‘EXPIRATION DATE’’), UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER.

The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your outstanding notes, please so instruct us by completing, signing and returning to us the ‘‘Instructions to Registered Holder from Beneficial Owner’’ form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

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The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated                  , 2010 (as the same may be amended or supplemented from time to time, the ‘‘Prospectus’’), and a Letter of Transmittal (the ‘‘Letter of Transmittal’’), relating to the offer (the ‘‘Exchange Offer’’) by Radnet Management, Inc. (the ‘‘Company’’), RadNet, Inc., parent company of the Company, and certain subsidiaries of the Company (the ‘‘Guarantors’’) to exchange an aggregate principal amount of up to $200,000,000 of its 10⅜% Senior Notes due 2018, which have been registered under the Securities Act of 1933, as amended (the ‘‘Securities Act’’) (the ‘‘Exchange Notes’’), for any and all of its outstanding 10⅜% Senior Notes due 2018 (the ‘‘Outstanding Notes’’), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Outstanding Notes are unconditionally guaranteed (the ‘‘Old Guarantees’’) by the Guarantors, and the Exchange Notes are unconditionally guaranteed (the ‘‘New Guarantees’’) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held for Account Holder(s) Principal Amount to be Tendered*

* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an ‘‘affiliate,’’ as defined in Rule 405 under the Securities Act, of the Company or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Company. If a holder of the Outstanding Notes is an affiliate of the Company or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated: ________________________________________________________________________________________, 2010

Signature(s): _______________________________________________________________________________________

Print Name(s): ______________________________________________________________________________________

Address: __________________________________________________________________________________________

(Please include Zip Code)

Telephone Number __________________________________________________________________________________

(Please include Area Code)

Tax Identification Number or Social Security Number: ______________________________________________________

My Account Number With You: _______________________________________________________________________

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EX-99.3

Exhibit 99.3

RADNET MANAGEMENT, INC.
  
OFFER TO EXCHANGE
  
$200,000,000 PRINCIPAL AMOUNT OF ITS 10 3/8% SENIOR NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 10 3/8% SENIOR NOTES DUE 2018

, 2010

To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:

As described in the enclosed Prospectus dated           , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Radnet Management, Inc. (the “Company”), RadNet, Inc., the parent company of the Company and certain subsidiaries of the Company (the “Guarantors”), are offering to exchange (the “Exchange Offer”) an aggregate principal amount of up to $200,000,000 of its 10 3/8% Senior Subordinated Notes due 2018, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of its outstanding 10 3/8%Senior Notes due 2018, (the “Outstanding Notes”) in minimum denominations of $2,000 and integral multiples of $1,000 upon the terms and subject to the conditions of the Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

3. A form of Notice of Guaranteed Delivery; and

4. A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.

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Your prompt action is requested. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on       , 2010 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offer.

To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of U.S. Bank National Association (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

RADNET MANAGEMENT, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

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EX-99.4

Exhibit 99.4

RADNET MANAGEMENT, INC.

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

$200,000,000 PRINCIPAL AMOUNT OF ITS 10⅜% SENIOR NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 10⅜% SENIOR NOTES DUE 2018

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Radnet Management, Inc., a Delaware corporation (the ‘‘Company’’), and the Guarantors, pursuant to the Prospectus dated                , 2010 (the ‘‘Prospectus’’), and the enclosed Letter of Transmittal (the ‘‘Letter of Transmittal’’), if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to U.S. Bank National Association (the ‘‘Exchange Agent’’) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
U.S. Bank National Association	651-495-8158	U.S. Bank National Association
60 Livingston Avenue		60 Livingston Avenue
St. Paul, MN 55107		St. Paul, MN 55107
Attn: Specialized Finance		Attn: Specialized Finance
	Telephone Inquiries:
	800-934-6802

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

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Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in ‘‘The Exchange Offer — Guaranteed Delivery Procedures’’ section of the Prospectus.

	Aggregate Principal	Aggregate Principal
	Amount	Amount of
Certificate Number(s) (if known) of Outstanding Notes or	Represented by	Outstanding Notes
Account Number at Book-Entry Transfer Facility	Outstanding Notes	Being Tendered

PLEASE COMPLETE AND SIGN

__________________________________________________________

(Signature(s) of Record Holder(s))

__________________________________________________________

(Please Type or Print Name(s) of Record Holder(s))

Dated: ___________________, 2010

Address:   ____________________________________________________________________

(Zip Code)

_____________________________________________

(Daytime Area Code and Telephone No.)

¨Check this Box if the Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:  _________________________________________

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an ‘‘eligible guarantor institution,’’ as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), hereby (a) represents that the above person(s) ‘‘own(s)’’ the Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm: __________________________________________________________________________________

(Authorized Signature)

Address:  ______________________________________________________________________________________

(Zip Code)

Area Code and Tel. No.:  __________________________________________________________________________

Name:  ________________________________________________________________________________________

(Please Type or Print)

Title:  _________________________________________________________________________________________

Dated: ___________________, 2010

NOTE:  DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.  Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No notice of Guaranteed Delivery should be sent to the Company.

2.  Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3.  Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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