CONSULTING AGREEMENT





            This CONSULTING AGREEMENT (the "AGREEMENT") is dated as of the

16th day of July, 2002 by and between William T. Carlson, Jr. ("CONSULTANT")

and MQ Associates, Inc., a Delaware corporation (the "COMPANY").



                              W I T N E S S E T H:



            WHEREAS, Consultant is a licensed attorney, specializing in the

field of health care law;



            WHEREAS, the Company is engaged in the business of providing

fixed-site outpatient single and multi-modality diagnostic imaging services;



            WHEREAS, the Company and Consultant previously entered into a

Retainer Agreement, dated as of July 1, 2001 (the "ORIGINAL AGREEMENT");



            WHEREAS, the Company desires to continue to avail itself of the

legal expertise of Consultant; and



            WHEREAS, the Company and Consultant desire to terminate the Original

Agreement in its entirety and enter into this Agreement.



            NOW, THEREFORE, in consideration of the mutual promises and

covenants herein contained, the parties hereto agree as follows:



      Section 1. ENGAGEMENT.  The Company hereby engages Consultant and

Consultant accepts such engagement upon the terms and conditions hereinafter

set forth.



      Section 2. TERM OF ENGAGEMENT. Subject to earlier termination pursuant to

the provisions of SECTION 5, the initial term of Consultant's engagement

pursuant to this Agreement shall be four (4) years (such period, the "INITIAL

ENGAGEMENT PERIOD") commencing on and as of the date hereof. Unless otherwise

terminated in accordance with SECTION 5 hereof, after the expiration of the

Initial Engagement Period this Agreement shall automatically renew on the

anniversary date of each subsequent year thereafter for a one (1) year term

(each such subsequent one (1) year term, if any, a "SUBSEQUENT ENGAGEMENT

PERIOD"). The Initial Engagement Period and any Subsequent Engagement Period

shall be collectively referred to herein as the "ENGAGEMENT PERIOD."



      Section 3. Duties; Extent of Service.



            (a) During the Engagement Period, Consultant (i) shall serve as

general legal counsel to the Company reporting to the Chief Executive Officer,

the President and the Board of Directors of the Company (the "BOARD OF

DIRECTORS"), (ii) shall have supervisory responsibility in such capacity over

such matters as may be specified from time to time by the Chief Executive



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Officer, the President, and the Board of Directors, consistent with Consultant's

position and general area of experience and skills, PROVIDED that, in all cases

Consultant shall be subject to the oversight and supervision of the Board of

Directors in the performance of his duties, and (iii) shall render all services

reasonably incident to the foregoing.



            (b) Consultant will be present and available to perform the services

hereunder at the Company's office in Alpharetta, Georgia ("COMPANY'S OFFICE") an

average of four (4) full working days per week. In addition, Consultant shall

devote such time as is necessary to perform the services hereunder by telephone

or other suitable communication when he is not present at the Company's Office

during the four (4) working days per week. Consultant shall (i) use his best

efforts to deal effectively with all subjects submitted to him hereunder and

(ii) endeavor to further, by performance of the services hereunder, the policies

and objectives of the Company.



            (c) Consultant shall perform all services as contemplated hereunder

as an independent contractor to the Company. Consultant is not an employee,

agent or other representative of the Company and has no authority to act for or

to bind the Company and its subsidiaries or their respective affiliates without

the Company's prior written consent.



            (d) Consultant shall not during the Engagement Period be engaged in

any other business activity which, in the reasonable judgement of the Board of

Directors, involves non-cardiac diagnostic imaging services (whether single or

multi-modality, fixed site or mobile, outpatient or otherwise) within the United

States, whether or not such activity is pursued for gain, profit or other

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