1145238--9/21/2007--INSIGHT_HEALTH_SERVICES_HOLDINGS

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{debt, indebtedness, cash}

{regulation, government, change}

{condition, economic, financial}

{cost, regulation, environmental}

{operation, natural, condition}

{cost, operation, labor}

{product, market, service}

{acquisition, growth, future}

{personnel, key, retain}

{financial, litigation, operation}

{customer, product, revenue}

{capital, credit, financial}

{stock, price, operating}

Our substantial indebtedness could adversely affect our financial condition. We may be unable to service our debt. Our operations may be restricted by the terms of our debt, which could adversely affect us and increase our credit risk. We may not have sufficient funds to purchase all outstanding floating rate notes and our other debt upon a change of control. If there is a default under the agreements governing our material indebtedness, the value of our assets may not be sufficient to repay our creditors. Increases in interest rates could adversely affect our financial condition and results of operations. Changes in the rates or methods of third-party reimbursements for our services could result in reduced demand for our services or create downward pricing pressure, which would result in a decline in our revenues and adversely affect our financial condition and results of operations. Negative trends could continue to adversely affect our financial condition and results of operations. If we are unable to renew our existing customer contracts on favorable terms or at all, our financial condition and results of operations would be adversely affected. We have experienced, and will continue to experience, competition from hospitals, physician groups and other diagnostic imaging companies and this competition could adversely affect our financial condition and results of operations. Our efforts to implement initiatives to enhance revenues and reduce costs may not be adequate or successful. Consolidation in the imaging industry could adversely affect our financial condition and results of operations. Managed care organizations may limit healthcare providers from using our services, causing us to lose procedure volume. Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment. Our ability to maximize the utilization of our diagnostic imaging equipment may be adversely impacted by harsh weather conditions. Because a high percentage of our operating expenses are fixed, a relatively small decrease in revenues could have a significant negative impact on our financial condition and results of operations. We may be subject to professional liability risks which could be costly and negatively impact our financial condition and results of operations. Our failure to effectively integrate acquisitions and establish joint venture arrangements through partnerships with hospitals and other healthcare providers could impair our business. Loss of, and failure to attract, qualified employees, particularly technologists, could limit our growth and negatively impact our financial condition and results of operations. Our PET and PET/CT service and some of our other imaging services require the use of radioactive materials, which could subject us to regulation, related costs and delays and potential liabilities for injuries or violations of environmental, health and safety laws. We may be unable to generate revenue when our equipment is not operational. An earthquake could adversely affect our business and operations. High fuel costs would adversely affect our financial condition and results of operations. 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 financial condition and results of operations. Complying with federal and state regulations pertaining to our business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties and adversely affect our ability to operate our business and our financial condition and results of operations. The regulatory framework is uncertain and evolving. A small number of stockholders may control a significant portion of Holdings

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1145238--9/21/2007--INSIGHT_HEALTH_SERVICES_HOLDINGS_CORP