EXHIBIT 99.3

                                RADIOLOGIX, INC.

                             OFFER TO EXCHANGE UP TO

               $160,000,000 10 1/2% SERIES A SENIOR NOTES DUE 2008

                                       FOR

               $160,000,000 10 1/2% SERIES B SENIOR NOTES DUE 2008
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933


To Our Clients:

         We are enclosing herewith (i) a Prospectus dated _______________, 2002
of Radiologix, Inc. (the "Company"), (ii) a related Letter of Transmittal (which
together constitute the "Exchange Offer") relating to the offer by the Company
to exchange up to $160,000,000 aggregate principal amount of its 10 1/2% Series
B Senior Notes due 2008 (the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for $160,000,000
aggregate principal amount of its outstanding 10 1/2% Series A Senior Notes due
2008 (the "Old Notes"), upon the terms and subject to the conditions set forth
in the Exchange Offer and (iii) a Letter of Instruction to Registered Holder
from Beneficial Owner (the "Instruction Letter")

         PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ____________, 2002 UNLESS EXTENDED BY THE COMPANY IN ITS SOLE
DISCRETION. THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF OLD
NOTES BEING TENDERED.

         We are the holder of record of Old Notes for your account. A tender of
such Old Notes can be made only by us as the record holder pursuant to your
instructions. The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to tender Old Notes held by us for your account.

         We request instructions as to whether you wish to tender any or all of
the Old Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may make on your
behalf the representations and warranties contained in the Letter of
Transmittal. In this regard, please complete the enclosed Instruction Letter and
return it to us as soon as practicable.

         Pursuant to the Letter of Transmittal, each holder of Old Notes (a
"Holder") will represent to the Company that (i) the New Notes to be acquired
pursuant to the Exchange Offer will be acquired in the ordinary course of
business of the person acquiring the New Notes, whether or not such person is
the Holder, (ii) neither the Holder nor any person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer (if not a
broker-dealer referred to in the last sentence of this paragraph) is engaging or
intends to engage in the distribution of the New Notes and none of them have any
arrangement or understanding with any person to participate in the distribution
of the New Notes, (iii) the Holder and each person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer
acknowledge and agree that any person participating in the Exchange Offer for
the purpose of distributing the New Notes (x) must comply with the registration
and prospectus delivery requirements of the Securities Act, in connection with a
secondary resale transaction of the New Notes acquired by such person and (y)
cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in the Exxon Capital Holdings
Corporation no-action letter (available May 13, 1988) or similar letters, (iv)
the Holder and each person receiving any New Notes directly or indirectly from
the Holder pursuant to the Exchange Offer understand that a secondary resale
transaction described in clause (iii) above should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 of Regulation S-K of the Commission and (v) neither the
Holder nor any person receiving any New Notes directly or indirectly from the
Holder pursuant to the Exchange Offer is an "affiliate" of the Company, as
defined under Rule 405 under the Securities Act or, if the Holder is an
"affiliate" of the Company, that the Holder will comply with the registration
and prospectus delivery requirements of the Securities Act applicable to the
Holder. If


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the Holder is a broker-dealer that will receive New Notes for its own account in
exchange for Old Notes that were acquired as a result of market making or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such New
Notes received in respect of such Old Notes pursuant to the Exchange Offer;
however, by so acknowledging and by delivering a prospectus, the Holder will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

                                              Very truly yours,



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