(b)  Bylaws :  the Bylaws of INSIGHT.

(c)  Change in Control :  the occurrence of any of the following:

(i)  the consummation of any transaction (including, without limitation, any merger or consolidation) (A) prior to a Public Equity Offering by INSIGHT or the Parent, the result of which is that (1) the Parent shall fail to own directly100% of the outstanding capital stock of INSIGHT or (2) the Principals and their Related Parties become the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of less than 50% of the Voting Securities of INSIGHT or the Parent, as the case may be (measured by voting power rather than the number of shares), or (B) after a Public Equity Offering of INSIGHT or the Parent (in either case, the issuer of the stock in the Public Equity Offering being the “IPO Issuer”), the result of which is that (1) if the IPO Issuer is the Parent, the Parent shall fail to own directly 100% of the outstanding capital stock of INSIGHT, (2) the Principals and their Related Parties fail to own beneficially (as defined above), directly or indirectly, at least 35% of the IPO Issuer, or (3) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than the Principals and their Related Parties, becomes the beneficial owner (as defined above), directly or indirectly, of a greater percentage of the voting power of the Voting Securities of INSIGHT or the Parent, as the case may be, calculated on a fully diluted basis, than the percentage beneficially owned by the Principals and their Related Parties;

(ii)  the direct or indirect sale, 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 INSIGHT and its Subsidiaries or the Parent and its Subsidiaries, in each case, taken as a whole, to any “person” (as the term is defined in Section 13(d)(3) of the Exchange Act) other than the Principals or Related Parties of the Principals;

(iii)  the first day on which a majority of the members of the Board of INSIGHT or the Parent are not Continuing Directors; or

(iv)  INSIGHT or the Parent is liquidated or dissolved or adopts a plan of liquidation or dissolution.

(d)  Continuing Directors :  shall mean, as of the date of determination, any member of the Board of INSIGHT or the Parent, as the case may be, who (i) was a member of such Board on the date of this Agreement; (ii) was nominated for election or elected to such Board with the approval of the majority of the Continuing Directors who were members of such Board at the time of such nomination or election; or (iii) was nominated by one or more of the Principals and the Related Parties.

(e)  Expense :  includes attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Proceeding relating to any Indemnifiable Event.

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(f)  Indemnifiable Event :  any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that INDEMNITEE is or was a director or officer of INSIGHT, or while a director or officer, is or was serving at the request of INSIGHT as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by INDEMNITEE in any such capacity.

(g)  Parent :  InSight Health Services Holdings Corp., a Delaware corporation and its successors.

(h)  Person :  any individual, corporation, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or any agency or political subdivision thereof.

(i)  Principals :  J.W. Childs Associates, L.P., J.W. Childs Equity Partners II, L.P., The Halifax Group, L.L.C. and Halifax Capital Partners, L.P. and their Affiliates.

(j)  Public Equity Offering :  an offer and sale of capital stock of INSIGHT or the Parent pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of INSIGHT).

(k)  Related Parties :  shall mean:

(i)  any controlling stockholder, partner, member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(ii)  any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% (or more) controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause.

(l)  Proceeding :  any threatened, pending or completed action, suit or proceeding, or any inquiry, hearing or investigation, whether conducted by INSIGHT or any other party, that INDEMNITEE in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

(m)  Reviewing Party :  shall be any one of the following:  (i) the stockholders of INSIGHT, (ii) a quorum of the Board consisting of disinterested directors, or (iii) the special, independent counsel referred to in Section 2.02 hereof.

(n)  Subsidiary :  shall mean with respect to any Person, any Person a majority of the equity ownership or Voting Securities of which is at the time owned, directly or indirectly, by such Person and/or one or more its other Subsidiaries; when used without reference to any particular Person, Subsidiary means a Subsidiary of INSIGHT.

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(o)  Voting Securities :  shall mean with respect to any Person, any securities which vote generally in the election of directors, managers or trustees.

ARTICLE II
INDEMNIFICATION

2.01.                         Agreement to Indemnify .

(a)  In the event INDEMNITEE was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, INSIGHT shall indemnify INDEMNITEE to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written request is presented to INSIGHT, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on INDEMNITEE as a result of the actual or deemed receipt of any payments under this Agreement.  INSIGHT shall select counsel to defend INDEMNITEE (which defense counsel shall be reasonably satisfactory to INDEMNITEE).  Any written request for indemnification shall include sufficient documentation or information reasonably available to INDEMNITEE to support INDEMNITEE’s claim for indemnification.  The president or secretary or other appropriate officer of INSIGHT shall promptly, upon receipt of INDEMNITEE’s request for indemnification, advise the Board in writing that INDEMNITEE has made such request.  Notwithstanding anything in this Agreement to the contrary and except as provided in Section 2.03, INDEMNITEE shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by INDEMNITEE against INSIGHT or any director, officer or key employee of INSIGHT, unless INSIGHT has joined in or consented to the initiation of such Proceeding.  If so requested by INDEMNITEE, INSIGHT shall advance (within ten (10) business days of