EMPLOYMENT AGREEMENT

This Agreement, dated as of March 30, 2004, is by and between NightHawk Radiology Holdings, Inc., a Delaware corporation (?Employer?), and Paul Berger, M.D. (?Executive?).

1. PERIOD OF EMPLOYMENT. Employer shall employ Executive to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period (the ?Period of Employment?) commencing on the date of this Agreement and ending on the date upon which the Period of Employment is terminated in accordance with Section 4.

2. POSITION AND RESPONSIBILITIES.

(a) Position. Executive accepts employment with Employer as Chief Executive Officer and shall perform all services appropriate to that position, as well as such other services as may be assigned by Employer?s Board of Directors (the ?Board?). Executive shall devote his best efforts and full-time attention to the performance of his duties. Executive shall be subject to the direction of the Board, which shall retain full control of the means and methods by which he performs the above services and of the place(s) at which all services are rendered. Executive shall be expected to travel if necessary or advisable in order to meet the obligations of his position.

(b) Other Activity. Except upon the prior written consent of the Board, Executive (during the Period of Employment) shall not (i) accept any other employment; or (ii) engage in, manage, control, participate in, consult with, or render services for, directly or indirectly, any other business, commercial, or professional activity (whether or not pursued for pecuniary advantage) that is competitive with Employer, creates a conflict of interest with Employer, or otherwise interferes with his duties to Employer or the business of Employer or any Affiliate (as such businesses exist or are in development during the Period of Employment) (and shall immediately cease any such ongoing activity that becomes so competitive, begins to create such a conflict or begins to interfere with his duties to Employer or the business of Employer or any Affiliate). An ?Affiliate? shall mean any person or entity that directly or indirectly controls, is controlled by, or is under common control with Employer (but, for the avoidance of doubt, the term ?Affiliate? as used herein shall specifically exclude any so-called ?portfolio companies? of Summit Partners, L.P. other than Holdings and its direct and indirect subsidiaries (including, without limitation, Employer)).

3. COMPENSATION AND BENEFITS.

(a) Salary. In consideration of the services to be rendered under this Agreement, Employer shall pay Executive $600,000 per year (?Base Salary?), payable in regular installments in accordance with Employer?s general payroll policies for salaried employees, in effect from time to time. All compensation and comparable payments to be paid to Executive under this Agreement shall be less all applicable withholdings required by law. Executive?s Base Salary will be reviewed for market and performance adjustments within thirty (30) days of the beginning of each calendar year during the Period of Employment by the Compensation Committee of the Board and may be increased after such review with the unanimous approval of such Committee.

(b) Bonus. In addition to the Base Salary, Executive may (depending upon satisfaction of certain criteria) be entitled receive a performance bonus relating to the operating performance of NightHawk Radiology Services, LLC (?NRS?), as described below. The performance bonus could, in the aggregate, equal up to one-hundred percent (100%) of Executive?s Base Salary, less applicable withholding. Such performance bonus, if any, shall be based upon and subject to the performance criteria as follows, and shall be payable, if at all, in respect of any year (or portion thereof) within 30 days following the delivery of NRS? annual consolidated audited financial statements for such year.

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