WARRANT TO PURCHASE SHARES OF COMMON STOCK

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EXHIBIT 10.11


THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY ANALOGOUS STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE
PROVISIONS OF THIS WARRANT.


                          PRIMEDEX HEALTH SYSTEMS, INC.
                               WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK

              (Void after 5:00 p.m. Pacific time, on July 30, 2009)


         THIS CERTIFICATE is issued in connection with the entry into the
Subordination Agreement dated July 30, 2004, between Jeffrey L. Linden (the
"Holder"), WELLS FARGO FOOTHILL, INC. and a subsidiary and affiliate of PRIMEDEX
HEALTH SYSTEMS, INC., a New York corporation (the "Company"), and certifies that
the Holder is entitled to purchase from the Company, prior to 5:00 p.m., Pacific
time, on July 30, 2009 (the "Expiration Date"), Two Hundred Thousand (200,000)
shares ("Warrant Shares") of fully paid and nonassessable shares of common
stock, par value $.01 per share, of the Company ("Common Stock") at a price of
$.30 per share (the "Warrant Price"), or as otherwise provided herein, subject
to the provisions and upon the terms and conditions hereinafter set forth.

         This Warrant is subject to the following additional terms and
conditions.

         18. EXERCISABILITY. After July 30, 2004, and until the Expiration Date,
the purchase rights represented by this Warrant are exercisable at the option of
the Holder, either as an entirety, or from time to time for any part of the
Warrant Shares which may be purchased hereunder.

         19. RESERVATION OF WARRANT SHARES. The Company agrees at all times to
reserve a sufficient number of shares of authorized but unissued Common Stock,
when and as required for the purpose of complying with the terms of this
Warrant.

         20. NO RIGHTS AS SHAREHOLDER; NOTICES TO HOLDER. Nothing contained in
this Warrant shall be construed as conferring upon the Holder the right to vote
or to receive dividends or to consent or to receive notice as a shareholder in
respect of any meeting of shareholders for the election of directors of the
Company or any other matter, or any rights whatsoever as a shareholder of the
Company.

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         If, however, at any time prior to the expiration of this Warrant and
prior to its exercise, any of the following events shall occur:

              a) the Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend (other than a cash
dividend payable out of earnings or earned surplus legally available for the
payment of dividends under the laws of the jurisdiction of incorporation of
Company) or other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right, or

              b) there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to another corporation, or

              c) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation, merger, or sale of all or substantially
all of its property, assets and business as an entirety) shall be proposed, then
in any one or more of said events, the Company shall give to the Holder (1) at
least thirty (30) days' prior written notice of the date on which a record date
shall be selected for such dividend, distribution or right for determining
rights to vote in respect of any such reorganization, reclassification, merger,
liquidation or winding up, and (2) in the case of any such transfer,
disposition, dissolution, liquidation or winding up at least thirty (30) days'
prior written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify ii) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
iii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, proposed dissolution, liquidation or
winding up is to take place and the time, if any such time is to be fixed, as of
which the holders of Common Stock shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, merger, consolidation, sale, transfer,
proposed disposition, dissolution, liquidation or winding up. Each such written
notice shall be sufficiently given if addressed to the Holder at the last
address of Holder appearing on the books of the Company and delivered in
accordance with Section 11.

         21. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.

              a) This Warrant may be exercised by the Holder, in whole or in
part, by the surrender of this Warrant together with a duly executed Purchase
Form in the form attached hereto as Exhibit A-I at the principal office of the
Company at 1510 Cotner Avenue, Los Angeles, California 90025-3303, or at such
other office designated by the Company in writing to the Holder, and by payment
to the Company in cash or by check (as defined in and determined in accordance
with the provisions of Section 9 hereof) multiplied by the number of Warrant
Shares being purchased (the "Total Exercise Price").

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              b) As a complete alternative to an exercise of this Warrant
pursuant to subsection (a) hereof, the Holder may elect to exercise this Warrant
in whole, but not in part, without being required to pay the Aggregate Warrant
Price (a "Cashless Exercise") in accordance with the terms of this subsection
(the "Net Issuance Right"). Upon electing a Cashless Exercise, the Holder shall
be entitled to receive that number of Warrant Shares equal to the quotient
obtained as the result of dividing i) the product of (A) the excess of (1) the
Fair Market Value of a Warrant Share on such date over (2) the then current
Warrant Price (as determined in accordance with the provisions of Section 9
hereof) multiplied by (b) the number of Warrant Shares then issuable under this
Warrant on such date (the "Purchasable Shares") by ii) the Fair Market Value of
a Warrant Share on such date. An election to make a Cashless Exercise shall be
made by surrender of this Warrant together with a duly executed Net Issuance
Form in the form attached hereto as Exhibit A-2 in the manner specified in
subsection (a) hereof. For the purpose of any computation under this subsection,
the Fair Market Value of a Warrant Share shall be deemed to be the price
determined pursuant to the first applicable of the methods set forth in
subsection (b) (1), (b) (2) or (b) (3) hereof.

                   i) If shares of Common Stock are traded on a national
securities exchange, in the over-the-counter market, or on a foreign national
exchange, the Fair Market Value of a Warrant Share shall be deemed to be an
amount equal to the quotient determined by dividing (1) the sum of (x) an amount
equal to the average of the daily closing market prices (i.e., the average of
the closing bid and asked prices) for thirty (30) consecutive Trading Days prior
to such determination multiplied by the then outstanding number of shares and
(y) an amount equal to the then current Warrant Price (as determined in
accordance with the provisions of Section 9 hereof) multipli