FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                                    EX- 10.23

     THIS AMENDMENT is made on this 14th day of September,  1995, by and between
PRIMEDEX HEALTH SYSTEMS,  INC., a New York corporation  qualified to do business
in California ("Corporation"),  and HERM ROSENMAN ("Employee"), and is consented
to by RADNET MANAGEMENT, INC. ("RADNET").

                                 R E C I T A L S

     WHEREAS, Corporation and Employee entered into an Employment Agreement
("AGREEMENT") as of May 2, 1994;

     WHEREAS,  RADNET and Employee  entered into an  Assumption  Agreement as of
September 13, 1994, under which RADNET agreed to jointly assume with Corporation
all of Corporation's obligations to Employee under the AGREEMENT; and

     All  parties  now wish to amend the  AGREEMENT  in certain  respects as set
forth herein.

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
herein contained, the parties agree as follows.

     1. Section 2 of the AGREEMENT is hereby deleted, and the following shall be
inserted in its stead:

         "The Term of Employee's  employment  under this  Agreement (the "Term")
         shall commence on May 2, 1994 and shall  terminate on October 31, 2000,
         unless sooner terminated pursuant to Section 8 of this Agreement."

     2.  Section 3 of the  AGREEMENT  is hereby  deleted,  and the  following is
inserted in its stead:

         "During the Term, as full  compensation for all services to be rendered
         pursuant to this Agreement,  the  Corporation  agrees to pay Employee a
         salary at the annual rate of Two Hundred Seventy-Five  Thousand Dollars
         ($275,000) payable in equal monthly or more frequent installments, less
         such  deductions  or amounts to be  withheld  as shall be  required  by
         applicable laws and regulations.  Such  compensation  shall be reviewed
         annually.  Employee  understands and agrees that neither RadNet nor the
         corporation is under any obligation to increase Employee's compensation
         as a result of such review nor may Employee's  compensation be reduced.
         An  annual  bonus  may be  paid by the  Corporation  or  RadNet  to the
         Employee based upon the performance of the Corporation and/or RadNet as
         the  Board  of  Directors  shall  from  time-to-time  determine,  or in
         accordance with a Senior  Management Bonus Plan or Pool approved by the
         Board of Directors."

     3. Section 8.4 of the  AGREEMENT is hereby  deleted,  and the  following is
inserted in its stead:

         "8.4 Termination for Cause. Upon the occurrence of any of the following
         event, this Agreement may be terminated for cause by Corporation giving
         written  notice of  termination  to Employee,  such  termination  to be
         effective upon the date specified in such notice:

              i.  Employee's  conviction  of, or plea of nolo  contendere or its
         equivalent  with respect to, a felony  involving fraud or dishonesty or
         any other crime for which a term of  imprisonment  in excess of one (1)
         year could be imposed; or

              ii.  Employee's  material breach of any of the terms or conditions
         of this  agreement  which is not cured  within  ninety  (90) days after
         receipt of written notice from Corporation to Employee."










     4.  Section 4 of the  AGREEMENT  is hereby  amended by deleting  the second
sentence thereof.

     5. The parties to this Amendment hereby confirm each and every other (e.g.,
those not amended by this Amendment) term and condition of the AGREEMENT.

     6. RadNet hereby confirms the Assumption Agreement.

     7. The  amendments  set forth herein shall be effective upon this Amendment
being signed by all parties hereto.

Attest:                                PRIMEDEX HEALTH SYSTEMS, INC.
                                       ("Corporation")


/s/ Howard G. Berger, M.D.             By:  /s/ Herm Rosenman
Howard G. Berger, M.D.,                     Herm Rosenman,
Its Secretary                               Its President and CEO


                                       Dated:  9/29/95

RADNET MANAGEMENT, INC.                HERM ROSENMAN
                                       ("Employee")



By:  /s/ Steven R. Hirschtick
     Steven R. Hirschtick,             /s/ Herm Rosenman
     Its Senior Vice President
                                       Dated:    9/29/95

Dated:   9/29/95