COMPREHENSIVE OPEN MRI -

                             CARMICHAEL/FOLSOM, LLC



                       LIMITED LIABILITY COMPANY AGREEMENT



This Limited Liability Company Operating Agreement (the "OPERATING AGREEMENT")

of Comprehensive OPEN MRI - Carmichael/Folsom, LLC ("COMPANY") is entered into

as of January 4, 2003, by and between Comprehensive Medical Imaging, Inc., a

Delaware corporation ("CMI") and Comprehensive Medical Imaging Centers, Inc., a

Delaware corporation ("CMIC") (collectively the "MEMBERS").



      WHEREAS, the Company has been formed as a limited liability company

pursuant to the Beverly-Killea Limited Liability Company Act of California (the

"ACT"), by filing a Certificate of Formation (the "Certificate") with the office

of the Secretary of State of the State of California; and



      WHEREAS, the Members desire to enter into this Operating Agreement to

provide for the management of the business of the Company, the allocation of

profits and losses, cash flow and other proceeds of the Company between the

Members, and the respective rights, obligations and interests of the Members.



      NOW, THEREFORE, the parties hereto agree as follows:



                                   ARTICLE 1.

                                  DEFINED TERMS



Definitions. Unless the context otherwise requires, the terms defined in this

Article 1 shall, for the purposes of this Operating Agreement, have the meanings

herein specified.



      "Act" means the Beverly-Killea Limited Liability Company Act of

California, as amended from time to time.



      "Adjusted Capital Account Deficit" shall mean, with respect to any Member,

the deficit balance, if any, in such Member's Capital Account as of the end of

the relevant Fiscal Year, after giving effect to the following adjustments:



      (i)   Credit to such Capital Account any amounts which such Member is

obligated to restore pursuant to any provision of this Operating Agreement or is

deemed to be obligated to restore pursuant to the next to the last sentence of

Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), after taking into

account any changes during such year in LLC Minimum Gain and Member Nonrecourse

Debt Minimum Gain; and



      (ii)  Debit to such Capital Account the items described in Section

1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.



      "Affiliate" means with respect to a specified Person, any Person that

directly or indirectly controls, is controlled by, or is under common control

with the specified Person. As used in this



{PAGE}



definition, the term "control" means the possession, directly or indirectly, of

the power to direct or cause the direction of the management and policies of a

Person, whether through ownership of voting securities, by contract or

otherwise.



      "Capital Account" means, with respect to any Member, the account

maintained for such Member in accordance with the provisions of Section 4.3

hereof.



      "Capital Contribution" means, with respect to any Member, the aggregate

amount of money and the initial Gross Asset Value of any property (other than

money) contributed to the Company pursuant to Section 4.1.



      "Certificate" means the Certificate of Formation and any and all

amendments thereto and restatements thereof filed on behalf of the Company with

the office of the Secretary of State of the State of California pursuant to the

Act.



      "Code" means the Internal Revenue Code of 1986, as amended from time to

time, or any corresponding federal tax statute enacted after the date of this

Operating Agreement.



      "Depreciation" means, for each Fiscal Year of the Company, an amount equal

to the depreciation, amortization, or other cost recovery deduction allowable

with respect to an asset for such Fiscal Year, except that if the Gross Asset

Value of an asset differs from its adjusted basis for federal income tax

purposes at the beginning of such Fiscal Year, Depreciation shall be an amount

which bears the same ratio to such beginning Gross Asset Value as the federal

income tax depreciation, amortization, or other cost recovery deduction for such

Fiscal Year bears to such beginning adjusted tax basis; provided, however, that

if the adjusted basis for federal income tax purposes of an asset at the

beginning of such Fiscal Year is zero, Depreciation shall be determined with

reference to such beginning Gross Asset Value using any reasonable method

selected by the Managing Member.



      "Fiscal Year" means for accounting and tax purposes the period beginning

on July 1 and ending on June 30 of each year, except for the short taxable years

in the years of the Company's formation and termination and as otherwise

required by the Code, and unless the Managing Member shall elect another fiscal

year for the Company which is a permissible taxable year under the Code.



      "Gross Asset Value" means, with respect to any asset, the asset's adjusted

basis for federal income tax purposes, except as follows:



      (a)   The initial Gross Asset Value of any asset contributed by a Member

to the Company shall be the gross fair market value of such asset, as reasonably

determined by the Managing Member;



      (b)   The Gross Asset Values of all of the Company's assets shall be

adjusted to equal their respective gross fair market values, as reasonably

determined by the Managing Member, as of the following times: (i) the

acquisition of an additional Membership Interest by any new or existing Member

in exchange for more than a de minimis Capital Contribution; (ii) the

distribution by the Company to a Member of more than a de minimis amount of

property as



                                       2

{PAGE}



consideration for a Membership Interest; and (iii) the liquidation of the

Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);



      (c)   The Gross Asset Value of any Company asset distributed to any Member

shall be adjusted to equal the gross fair market value of such asset on the date

of distribution, as reasonably determined by the Managing Member; and



      (d)   The Gross Asset Values of the Company's assets shall be increased

(or decreased) to reflect any adjustments to the adjusted basis of such assets

pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent

that such adjustments are taken into account in determining Capital Accounts

pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and paragraph (f) of the

definition of Net Profits and Net Losses or Section 5.2(h) hereof; provided,

however, that Gross Asset Values shall not be adjusted pursuant to this

paragraph (d) to the extent the Managing Member determines that an adjustment

pursuant to paragraph (b) above is necessary or appropriate in connection with a

transaction that would otherwise result in an adjustment pursuant to this

paragraph (d).



      (e)   If the Gross Asset Value of an asset has been determined or adjusted

pursuant to paragraph (a), (b) or (d) hereof, such Gross Asset Value shall

thereafter be adjusted by the Depreciation taken into account with respect to

such asset for purposes of computing Net Profits and Net Losses.



      "LLC Minimum Gain" has the meaning set forth in Sections 1.704-2(b)(2) and

1.704-2(d) of the Treasury Regulations.



      "Member" means CMI, CMIC and any Person admitted as an additional Member

or a substitute Member pursuant to the provisions of this Operating Agreement.



      "Member Nonrecourse Debt Minimum Gain" means an amount, with respect to

each Member Nonrecourse Debt, equal, to the Company Minimum Gain that would

result if such Member Nonrecourse Debt were treated as Nonrecourse Debt,

determined in accordance with Section 1.704-2(c)(i) of the Treasury Regulations.



      "Member Nonrecourse Debt" has the meaning set forth in Section

1.704-2(b)(4) of the Treasury Regulations.



      "Member Nonrecourse Deductions" has the meaning set forth in Section

1.704-2(i)(2) of the Treasury Regulations.



      "Members" shall mean the Members and any other Person who acquires a

Membership Interest and is admitted to the Company as a Member.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC