NOTICE OF GUARANTEED DELIVERY
FOR
OFFER TO EXCHANGE
$225,000,000
9 7/8% SENIOR SUBORDINATED NOTES DUE 2011
FOR REGISTERED 9 7/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2011
OF
INSIGHT HEALTH SERVICES CORP.
Exchange Agent:
STATE STREET BANK AND TRUST COMPANY, N.A.
By Hand, Overnight Delivery or Registered/Certified Mail:
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, MA 02111
Attention: Ralph Jones
By Facsimile:
(617) 662-1452
Confirm by Telephone:
(617) 662-1548
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the prospectus, dated , 2002 (as it may be
supplemented or amended from time to time, the "Prospectus"), of InSight Health
Services Corp., a Delaware corporation ("InSight").
As set forth in the Prospectus and in the accompanying letter of
transmittal and instructions thereto (the "Letter of Transmittal"), registered
Holders (as defined below) of outstanding 9 7/8% Senior Subordinated Notes due
2011 (the "Outstanding Notes") of InSight who wish to tender their Outstanding
Notes in exchange for a like principal amount of 9 7/8% Series B Senior
Subordinated Notes due 2011 (the "Exchange Notes") of InSight which have been
registered under the Securities Act of 1933, as amended, and, in each case,
whose Outstanding Notes are not immediately available or who cannot deliver
their Outstanding Notes, the Letter of Transmittal and any other documents
required by the Letter of Transmittal to State Street Bank and Trust Company,
N.A. (the "Exchange Agent") on or prior to the Expiration Date (as hereinafter
defined), or who cannot complete the procedure for book-entry transfer on a
timely basis, may use this Notice of Guaranteed Delivery (this "Notice of
Guaranteed Delivery") to tender their Outstanding Notes if (i) such tender is
made by or through an Eligible Institution (as defined below) and the Holder
signs this Notice of Guaranteed Delivery; (ii) on or prior to the Expiration
Date, the Exchange Agent has received from the Holder and the Eligible
Institution a written or facsimile copy of a properly completed and duly
executed Notice of Guaranteed Delivery setting forth the name and address of the
Holder of Outstanding Notes, the certificate number or numbers of such tendered
Outstanding Notes and the principal amount of Outstanding Notes tendered,
stating that the tender is being made thereby and guaranteeing that, within five
business days after the date of delivery of this Notice of Guaranteed Delivery,
the Letter of Transmittal (or a copy thereof) together with the certificate(s)
representing the Outstanding Notes (or timely confirmation of the book-entry
transfer of Outstanding Notes into the Exchange Agent's account at the
Depository Trust Company ("DTC")) and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal (or copy thereof), as well
as all other documents required by the Letter of Transmittal and the
certificate(s) representing all tendered Outstanding Notes in proper form for
transfer (or timely confirmation of the book-entry transfer of Outstanding Notes
into the Exchange Agent's Account at DTC), is received by the Exchange Agent
within five business days after the Expiration Date. Any Holder of Outstanding
Notes who wishes to tender Outstanding Notes pursuant to the guaranteed delivery
procedures described above must
ensure that the Exchange Agent receives this Notice of Guaranteed Delivery and
Letter of Transmittal prior to 5:00 P.M., New York City time, on the Expiration
Date. This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission (receipt confirmed by telephone and an original delivered
by guaranteed overnight delivery) or mail to the Exchange Agent. See "The
Exchange Offer -- Procedures for Tendering" section in the Prospectus.
Unless the context requires otherwise, (i) the term "Holder" for purposes
of this Notice of Guaranteed delivery means: (A) any person in whose name
Outstanding Notes are registered on the books of InSight or any other person who
has obtained a properly completed bond power from the registered Holder; or (B)
any participant in DTC whose Outstanding Notes are held of record by DTC who
desires to deliver such Outstanding Notes by book-entry transfer at DTC; and
(ii) the term "Eligible Institution" means an eligible guarantor institution
that is a member of or participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended.
THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON APRIL , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY
ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (617)
662-1548.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution, such signature guarantee must appear in
the applicable space provided in the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to InSight, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal,
receipt of which is hereby acknowledged, the aggregate principal amount of
Outstanding Notes set forth below pursuant to the guaranteed delivery procedures
set forth in the Prospectus and the instructions to the Letter of Transmittal.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned understands that tenders of Outstanding Notes pursuant
to InSight's offer to exchange Exchange Notes for Outstanding Notes pursuant to,
and upon the terms and conditions described in, the Prospectus, Letter of
Transmittal and instructions thereto (the "Exchange Offer") may not be withdrawn
after 5:00 P.M., New York City time, on the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assignees, trustees in bankruptcy and other legal
representatives of the undersigned.
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PLEASE COMPLETE AND SIGN
<Table>
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Signature(s) of Registered Holder(s) or Name(s) of Registered Holder(s):
Authorized Signatory:
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-------------------------------------------------- --------------------------------------------------
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- ----------------------------------------------------------------------------------------------------
Principal Amount of Outstanding Notes Address:
Tendered: --------------------------------------------------
-------------------------------------------------- --------------------------------------------------
-------------------------------------------------- --------------------------------------------------
--------------------------------------------------
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Certificate No(s). of Outstanding Notes (if Area Code and Tel. No.:
available) or Account No. at the Book-Entry
Transfer Facility:
-------------------------------------------------- --------------------------------------------------
-------------------------------------------------- --------------------------------------------------
-------------------------------------------------- --------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Date: -------------------------------------- If Outstanding Notes will be delivered by
book-entry transfer at The Depository Trust
Company, insert Depository Account No.:
--------------------------------------------------
--------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</Table>
This Notice of Guaranteed Delivery must be signed by the registered
Holder(s) of Outstanding Notes exactly as its (their) name(s) appears on
certificate(s) for Outstanding Notes or on a security position listing as the
owner of Outstanding Notes, or by person(s) authorized to become registered
Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
<Table>
Name(s): --------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Capacity: --------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Address(es): --------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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</Table>
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT
TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Program or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (each of the foregoing, an "Eligible Institution"), hereby (a) represents
that each holder of Outstanding Notes on whose behalf this tender is being made
"own(s)" the Outstanding Notes covered hereby within the meaning of Rule 14e-4
under the Exchange Act, (b) represents that such tender of Outstanding Notes
complies with such Rule 14e-4 and (c) guarantees that, within five business days
after the date of delivery of this Notice of Guaranteed Delivery, a properly
completed and duly executed Letter of Transmittal, together with certificates
representing the Outstanding Notes covered hereby in proper form for transfer
(or timely confirmation of the book-entry transfer of Outstanding Notes into the
Exchange Agent's account at DTC) and any other required documents will be
deposited by the undersigned with the Exchange Agent and such properly completed
and executed Letter of Transmittal, as well as all other documents required by
the Letter of Transmittal and the certificate(s) representing all tendered
Outstanding Notes in proper form for transfer (or timely confirmation of the
book-entry transfer of Outstanding Notes into the Exchange Agent's account at
DTC) are received by the Exchange Agent within five business days after the
Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND OUTSTANDING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET
FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.
Name of Firm:
- --------------------------------------------------------------------------------
Authorized Signature:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(ZIP CODE)
Area Code and Telephone No.: -------------------- Date: ---------- , 2002
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT
TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address as set forth herein prior to the Expiration Date.
The method of delivery of this Notice of Guaranteed Delivery and any other
required documents to the Exchange Agent is at the election and sole risk of the
Holder, and the delivery will be deemed made only when actually received by the
Exchange Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. As an alternative to delivery by
mail, the Holders may wish to consider using an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. For a description of the guaranteed delivery procedures, see
Instruction 1 of the related Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Outstanding
Notes referred to herein, the signature must correspond with the name(s) written
on the face of the Outstanding Notes without alteration, enlargement, or any
change whatsoever. If this Notice of Guaranteed Delivery is signed by the
Trustee whose name appears on a security position listing as the owner of the
Outstanding Notes, the signature must correspond with the name shown on the
security position listing as the owner of the Outstanding Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered Holder(s) of any Outstanding Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
Holder(s) appears of the Outstanding Notes or signed as the name of the
participant shown on the Book-Entry Transfer Facility's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to InSight of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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