1145238--9/22/2009--INSIGHT_HEALTH_SERVICES_HOLDINGS

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{regulation, government, change}

{debt, indebtedness, cash}

{condition, economic, financial}

{cost, regulation, environmental}

{cost, operation, labor}

{operation, natural, condition}

{capital, credit, financial}

{product, market, service}

{acquisition, growth, future}

{personnel, key, retain}

{financial, litigation, operation}

{customer, product, revenue}

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. We may be unable to obtain necessary capital to finance certain projects or refinance our existing indebtedness because of conditions in the financial markets and economic conditions generally. Increases in interest rates could adversely affect our financial condition and results of operations. RISKS RELATING TO OUR BUSINESS 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 failure to effectively integrate acquisitions and establish joint venture arrangements through partnerships with hospitals and other healthcare providers could impair our business. 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. Failure to attract and retain qualified employees and contracted radiologists could hinder our business strategy and negatively impact our financial condition and results of operations. Managed care organizations may limit healthcare providers from using our services, causing us to lose procedural volume. Technological change in our industry could reduce the demand for our services and our ability to maintain a competitive position. 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 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 not receive payment from some of our healthcare provider customers because of their financial circumstances. We may be unable to generate revenue when our equipment is not operational. Natural disasters and harsh weather conditions 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. RISKS RELATING TO GOVERNMENT REGULATION OF OUR BUSINESS 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 and political framework is uncertain and evolving.

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1145238--9/22/2009--INSIGHT_HEALTH_SERVICES_HOLDINGS_CORP