FIRST SUPPLEMENTAL INDENTURE



                  This First Supplemental Indenture, dated as of November 13,

2002 (this "SUPPLEMENTAL INDENTURE" or "GUARANTEE"), among Town & Country Open

MRI, LLC, a Missouri limited liability company ("TCOM"), Clayton Open MRI, LLC,

a Missouri limited liability company ("COM"), Wisconsin Diagnostic Imaging, Inc.

a Wisconsin corporation ("WDI"), and Vienna Diagnostic Imaging, Inc., a Virginia

corporation ("VDI", and together with TCOM, COM and WDI, the "GUARANTORS"),

MedQuest, Inc. (together with its successors and assigns, the "COMPANY"), MQ

Associates, Inc. ("HOLDINGS"), the subsidiaries of the Company party to the

Indenture (as hereinafter defined) (the "SUBSIDIARY GUARANTORS") and Wachovia

Bank, National Association, as Trustee under the Indenture referred to below.



                                   WITNESSETH:



                  WHEREAS, the Company, Holdings, the Subsidiary Guarantors and

the Trustee have heretofore executed and delivered an Indenture, dated as of

August 15, 2002 (as amended, supplemented, waived or otherwise modified, the

"INDENTURE"), providing for the issuance of an aggregate principal amount of

$180,000,000 of 11 7/8% Senior Subordinated Notes due 2012 of the Company (the

"SECURITIES");



                  WHEREAS, SECTION 3.12 of the Indenture provides that unless

such Subsidiaries have previously issued Notes Guarantees which are then in full

force and effect, the Company is required to cause such Subsidiaries that issue

Guarantees in respect of obligations under a Credit Facility to execute and

deliver to the Trustee a supplemental indenture pursuant to which such

Restricted Subsidiaries will each unconditionally Guarantee, on a joint and

several basis with the other Guarantors, the full and prompt payment of,

premium, if any, and interest on the Securities; and



                  WHEREAS, pursuant to SECTION 9.1 of the Indenture, the Trustee

and the Company are authorized to execute and deliver this Supplemental

Indenture to amend the indenture, without the consent of any Securityholder;



                  NOW, THEREFORE, in consideration of the foregoing and for

other good and valuable consideration, the receipt of which is hereby

acknowledged, the Guarantors, the Company, Holdings, the other Subsidiary

Guarantors and the Trustee mutually covenant and agree for the equal and ratable

benefit of the Holders of the Securities as follows:



                                   ARTICLE I



                                   DEFINITIONS



1.1      DEFINED TERMS.



         As used in this Supplemental Indenture, terms defined in the Indenture

or in the preamble or recital hereto are used herein as therein defined, except

that the term "HOLDERS" in this



{PAGE}





Guarantee shall refer to the term "SECURITYHOLDERS" as defined in the Indenture

and the Trustee acting on behalf or for the benefit of such Holders. The words

"herein," "hereof" and "hereby" and other words of similar import used in this

Supplemental Indenture refer to this Supplemental Indenture as a whole and not

to any particular section hereof.

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