EXHIBIT 99.1


RADNET, INCORPORATED
THIRD QUARTER 2007 EARNINGS CONFERENCE CALL
NOVEMBER 15, 2007

OPERATOR: Please stand by; we're about to begin. Good day, ladies and gentlemen.
Welcome to the RadNet, Incorporated Third Quarter 2007 Earnings Conference Call.
At this time, all participants are in a listen-only mode. Following the
presentation, we will conduct a question and answer session. Instructions will
be provided at that time for you to queue up for questions.

                  I would like to remind everyone that today's conference is
being recorded and would now like to turn the conference over to Mr. John Mills
of ICR. Please go ahead, sir.

JOHN MILLS: Great, thank you. Good morning, ladies and gentlemen, and thank you
for joining us today to discuss RadNet's third quarter 2007 earnings results. On
the call today from the Company are Dr. Howard Berger, Chairman and Chief
Executive Officer of RadNet, and Mark Stolper, Executive Vice-President and
Chief Financial Officer of RadNet.

                  Before we begin today, we'd like to remind everyone of the
Safe Harbor statement under the Private Security Litigation Reform Act of 1995.
The following prepared remarks contain forward-looking statements, and
management may make additional forward-looking statements in response to your
questions. These statements do not guarantee future performance, and therefore,
undue reliance should not be placed upon them. For more detailed discussion of
the factors that could cause actual results to differ materially from those
projected in any forward-looking statements, we refer you to RadNet's recent
10-K for the 12-month period ended October 31st, 2006, 10-KT for the two-month
transition period ended December 31st, 2006, and 10-Qs for the three-month
period ended December, excuse me, ended March 31st, 2007, June 30th, 2007, and
September 30th, 2007, filed with the SEC.

                  And with that, I'd like to turn the call over to Dr. Howard
Berger. Go ahead, Howard.

DR. HOWARD BERGER: Thank you, John. Good morning, everyone, and thank you for
joining us today. On today's call, Mark Stolper and I plan to provide a brief
overview of RadNet's business, the industry in which we operate, highlights from
our third quarter 2007 results, more detail on the acquisition of the
Papastavros Imaging announced yesterday, and some insight into our future growth
opportunities. After our prepared remarks, we will open the call for your
questions. I'd like to thank you all for your interest in our Company and for
dedicating a portion of your day to participate in our conference call this
morning.

                  I'd like to start off today's call by saying that today marks
the one-year anniversary of our acquisition of Radiologix, which was a
transforming event in numerous respects for our Company. A couple of days ago,
Mark Stolper and I were reflecting on all that our Company has accomplished in
these last 12 months. It was a proud moment as we began to list some of these
accomplishments, which include among other things, substantial overachievement
of our own 2007 projections of revenue and EBITDA which we released upon


                                      -1-


announcing the Radiologic transaction last year; the securing of $11 million of
cost savings from integrating Radiologix into RadNet; the merging of two diverse
corporate cultures into a unified and cohesive Company; the establishing of
strong and deep relationships with the Radiologix physician group partners; the
acquisition of Borg Imaging, our then largest competitor in our Rochester
market; the acquisition of Rockville Open MRI in Maryland; the acquisition of
three centers in Victorville, California; the creation of RadNet Managed Imaging
Services with a 20-center management contract; the successful divestiture of
non-core markets in Minnesota and Colorado; the raising of an incremental $35
million as part of our existing credit facilities, which was completed in one of
the most challenging debt markets in recent history; and the announcement of the
acquisition of Papastavros Imaging, which I will discuss in more detail a little
bit later.

                  I list these items not to brag, but to demonstrate our passion
for our business and industry and our ongoing afterdrive (sp?) to improve our
Company and create shareholder value. I remain the largest shareholder of this
Company. As such, I can assure everyone on this call that my management team and
I strive on a daily basis towards making this Company a better one. It is my
ultimate and humbling goal to have a hand in changing the landscape of the
Imaging Industry for years to come, and I think we are positioned to achieve
this.

                  I also list these 12-month achievements to mention that none
of this would have been possible without the support and encouragement of
numerous people who today surround our Company. This includes, among others, my
senior management team, our approximately 4,000 other employees, our physician
partners, General Electric, several distinguished equity research analysts, a
select group of investment banking firms, and finally, our shareholders and
credit investors. Many of these individuals have stuck with this Company through
both good and challenging times. Businesses are about people and relationships,
and I feel fortunate that as I sit here today, I believe that we have the people
supporting RadNet who can help us take this business to a new level with respect
to our size and relevance. Thank you all for enabling our last 12 months of
achievement.

                  With that said, we are here today to focus on this quarter's
performance and perhaps more importantly, the future of our Company. We began
hosting these earnings conference calls two quarters ago after our first
completed quarter since the acquisition of Radiologix. That acquisition was a
transforming event for our Company, both in the sense of our establishing a
multi-state footprint, as well as providing us with a capital structure that
affords us the liquidity we require for further expansion. One of these themes
we will discuss throughout this call is our belief that we as a Company and the
Imaging Industry as a whole can benefit from further consolidation. We believe
transactions like the one we announced yesterday for the Papastavros Imaging
drive efficiency and will ultimately lead to an industry that is more healthy
than it is today. We also hope this morning to demonstrate this to you when we
review our performance for the quarter and the nine-month period of 2007. We
intend to communicate to you why we believe this is an attractive industry in
which to operate and one that should be an exciting area for equity and debt
investors alike.


                                      -2-


                  By way of background for some of you who might be newer to our
story, RadNet is a leading owner and operator of free-standing diagnostic
imaging centers. We operate 143 outpatient centers, 141 of which are in
California, Maryland, New York, and Florida. The Papastavros transaction will
add 12 facilities in Delaware. We've built this business over several decades
and fine-tuned many of our skills in California, the state in which we began. We
have a multi-modality approach, which means that the vast majority of our
centers provide a combination of imaging exams from some of the more routine
studies such as x-ray, ultrasound, and mammography, to the more advanced tests
such as MRI, CT, and PET/CT scanning. Our growth strategy is focused on building
regionally concentrated networks of centers. We believe that there exist strong
advantages to operating regional clusters, which include efficiencies in
management, a lower cost structure, and greater contrasting leverage with our
payers, the majority of whom are insurance companies. Furthermore, we contract
with a limited number of established professional radiology groups who provide
all the interpretive services within our centers. Many of these groups have
national reputations and have been fixtures in their communities for decades. It
is our goal to be the most significant high-quality provider of outpatient
imaging in all of the markets in which we operate.

                  As with virtually all areas of healthcare in the United
States, reimbursement plays a role in shaping our industry. As many of you are
aware, the Deficit Reduction Act, which went into effect on January first of
this year, resulted in for the most part lower reimbursement for Medicare as it
relates to MRI, CT, and PET/CT exams. We discussed this in detail on our first
quarter conference call. On that earnings conference call, I shared my somewhat
controversial views about the DRA being beneficial to both the long-term
prospects of our industry and more specifically, to our Company's future. Our
sector of healthcare is one of the last major areas within healthcare to remain
a cottage and highly-fragmented industry. Other sectors of healthcare services
have experienced the benefits of consolidation, including cost efficiencies,
convenience for patients, more organized integration of regional and national
networks, and improved consistency of patient care. RadNet's performance this
quarter, which Mark will highlight shortly, demonstrates our ability to navigate
effectively in a challenged reimbursement environment such as the one created by
the Deficit Reduction Act. We have capitalized on favorable trends from the DRA,
including little to no competition in our markets, decreased capital spending of
our competition, and the existence of attractive, accretive consolidation
opportunities.

                  Recently in addition to the DRA, there have been two proposed
reimbursement changes that are contemplated. The first relates to Medicare's
2008 proposal for the Hospital Outpatient Prospective Payment System, or HOPPS.
The proposal would increase payment rates for Medicare MRI and CT modalities but
then bundle the cost of contrast media into these payments. The effect would
likely be a net decrease to reimbursement for these modalities. Additionally,
Medicare has proposed approximately a 10% fee cut on the physician fee schedule,
one that was legislated a number of years ago. But historically, this cut has
been reversed in Congress and deferred to the subsequent year. Although we have
no specific information about this cut, it is widely believed that it will again
be reversed by Congress.


                                      -3-


                  The second reimbursement proposal is part of the
reauthorization of the State Children's Health Insurance Program, or SCHIP,
changes to Medicare diagnostic imaging reimbursement, a part of the SCHIP bill
approved by the House of Representatives. The Senate its own version of SCHIP
which did not include any reimbursement cuts for imaging. President Bush vetoed
the SCHIP bill, and there is no further clarity as to if or when a new SCHIP
bill will be proposed and what its intended effect might be on diagnostic
imaging.

                  Regardless of the speculative nature of these proposals, like
we have accomplished with DRA, we are prepared to absorb any potential impact
and capitalize on further consolidation and growth opportunities that could
result from their implementation. Our scale, flexible capital structure, lower
operating costs, and most importantly, our experienced management team uniquely
position us to capitalize on opportunities resulting from the distress these
proposed changes might cause to less attractively positioned operators. Our
operational acumen and expertise stems from having built our business in
California. California has historically been one of the most competitive imaging
markets, and we have endured because of this competitive landscape and unusually
high penetration of managed care, some of the lowest reimbursement rates in the
country. We believe that the experience of building our business in California
has allowed us to hone the necessary skills to be effective on a national scale
in a similarly uncertain reimbursement climate. Regardless of reimbursement, in
the long run we believe our industry will benefit from fewer, more efficient
operators.

                                    On our last earnings call, I discussed some
very positive trends from which
the Company stands to benefit in the future. There has been a heightened
awareness with respect to some of the abuses that have occurred in our industry
for some time, specifically what we call physician self-referral and block
leasing arrangements. We continue to see movements by private payors, state
medical boards, and CMS to either prohibit reimbursement in these settings, or
in some cases such as in Maryland, make physician self-referral an infraction
that could result in a doctor losing his or her medical license. We believe
these abuses should be curtailed or contained in the future, which could benefit
our Company substantially.

                  At this time, I'd like to turn the call over to Mark Stolper,
our Executive Vice-President and Chief Financial Officer, to discuss some of the
highlights of our third quarter performance. When he is finished, I will
conclude our prepared remarks with some discussion about some of the recent
initiatives we have launched, including the Papastavros acquisition we announced
yesterday, and how industry dynamics might present opportunities for RadNet in
the near future.

MARK STOLPER: Thank you, Howard, and thank you all for participating in our
third quarter conference call. I'm now going to briefly review our third quarter
performance and attempt to highlight what I believe to be some material items. I
will also attempt to give some further explanation of certain items in our
financial statements, as well as provide some insight into some of the metrics
that drove our third quarter performance.


                                      -4-


                  In my discussion, I will use the term EBITDA, which is a
non-GAAP financial measure. The Company defines EBITDA as earnings before
interest, taxes, depreciation, and amortization, each from continuing operations
and adjusted for losses or gains on the disposal of equipment, debt
extinguishments, and non-cash equity compensation. EBITDA includes equity
earnings and unconsolidated operations and subtracts minority interest and
subsidiaries, and is adjusted for non-cash extraordinary and one-time events
taken place during the period.

                  For the third quarter of fiscal 2007, RadNet reported revenue
of $110.2 million. Revenue increased 6.3% from $103.7 million, which would have
been the third quarter revenues of the same period of 2006 if the
RadNet/Radiologix combination had occurred prior to July 1, 2006. In this third
fiscal quarter of 2007, we reported EBITDA of $22.4 million. EBITDA increased
12.7% from $19.9 million over the same pro forma period of 2006. It's important
to note that revenue and EBITDA for the third quarter of 2007 is reflective of
the full impact of the Deficit Reduction Act Medicare reimbursement cuts,
whereas 2006 pro forma results to which I am comparing them, do not include
these reimbursement cuts. Also, we did not publicly quantify the negative impact
of the DRA on this third quarter, although we did previously release on July 7,
2006, our estimated impact for the entire year of 2007 of the DRA and the
contiguous body part scanning cut of between $16 and $17 million. We remain
comfortable with that 2007 full-year estimate.

                  I mention the DRA to highlight the following points: When
compared with 2006, a period not subject to the DRA, our 2007 results of
increased revenue and EBITDA illustrate that we have substantially improved
operating performance. This has been achieved through increasing scan volumes at
our centers and lowering operating costs. You should also note that this third
quarter had one less business day as compared to the third quarter of 2006 and
the second quarter of 2007. Based upon an annualized revenue number for RadNet
of approximately $440 million, we estimate that our revenue would have been
approximately $1.7 million higher for this quarter with the extra workday.
Additionally because the vast majority of our costs are fixed, this incremental
$1.7 million of revenue would have likely resulted in more than $1 million of
additional EBITDA in the quarter.

                  Furthermore, the summer months tend to be slower months for us
and for healthcare companies in general. Recognizing these factors working
against us during the quarter makes us even more pleased with this quarter's
performance. You should also note this quarter contained only one month of the
contribution of the Victorville, California, acquisition and one month of
management fees from RadNet Managed Imaging Services management business and
excluded those acquisitions and initiatives completed subsequent to the third
quarter, including our acquisition of Liberty Pacific in Encino, California, the
launching of our digital mammography initiative which Dr. Berger will discuss in
detail later on this call, and yesterday's announcement of the Papastavros
acquisition expected to close in December.


                                      -5-


                  On a same-store sales basis, which excludes Borg Imaging in
Rochester, which we acquired on July 2, 2007, and Value Radiology in
Victorville, California, which we acquired on September 1, 2007, revenue and
EBITDA for the third quarter of 2007 increased 1.9% and 4.9%, respectively, over
the 2006 pro forma quarter. Overall, we performed 671,608 total procedures in
the third quarter of 2007 as compared to 622,083 total procedures in the same
pro forma period of 2006. This is an overall increase of 8%.

                  On this same quarter-over-quarter prior year's pro forma
quarter basis, MRI procedures increased 6.4%, CT procedures increased 5.0%,
PET/CT procedures increased 13.8%, and routine imaging procedures, this includes
x-ray, ultrasound, mammography, and all other exams, increased 8.5%. On a
same-store sales basis, which again excludes the Borg Imaging operations and
Value Radiology in Victorville, California, MRI procedures increased 3.3%, CT
procedures increased 0.8%, PET/CT procedures increased 13.8%, and routine
imaging procedures, again, this includes x-ray, ultrasound, mammography, and all
other exams, increased 4.4%. We attribute this growth in procedures to our
strong relationships with our referring community, our expertise in network
contracting and capitation, and effective center level marketing.

                  Net loss for the third quarter was $2.0 million, or negative
$0.06 per share, compared to a net loss of $2.5 million, or negative $0.12 per
share reported in the same period last year. Affecting the third quarter net
income were certain non-cash expenses and one-time non-recurring items including
the following: 281,000 of non-cash employee stock compensation expense resulting
from the vesting of certain options and warrants; 785,000 of retention expense
to key Radiologix employees for certain retention agreements entered into at the
closing of the Radiologix acquisition; 125,000 of payments related to settling
an employee-related dispute and severance associated with the termination of
certain employees relating to achieving the previously-announced cost savings
during the Radiologix integration; 498,000 of non-cash deferred financing
expense related to the amortization of financing fees paid as part of our $405
million credit facilities drawn down in November 2006 in connection with the
Radiologix acquisition and the incremental $35 million term loan and revolving
credit facility arranged in August 2007; and $712,000 of non-cash loss on the
fair market of interest rate hedges related to the Company's credit facilities.

                  With regards to some specific income statement accounts,
interest expense for the quarter was approximately $11.7 million. This was
negatively impacted by $498,000 of non-cash amortization of financing fees and
712,000 from a non-cash loss related to the mark-to-market of an interest rate
hedge, both of which I touched upon earlier.

                  Bad debt expense increased as a percentage of our net revenue
because of the addition of Radiologix. As we discussed on last quarter's
conference call, the bad debt percentage of our Radiologix subsidiary is higher
than the rest of RadNet because it performs on behalf of its physician partners'
substantial billings from hospital operations for which it receives a management
fee. Hospital settings regularly have bad debt expense that far exceeds that of
freestanding imaging centers. It is important to note that the bad debt
percentage of Radiologix and RadNet, excluding Radiologix, did not change
material as compared with itself over the same period last year.


                                      -6-


                  With regards to our balance sheet, as of September 30th, 2007,
we had $410.9 million of net debt, net of approximately $6.9 million of cash,
and we were undrawn on our $55 million revolving line of credit. Since June
30th, 2007 receivables increased approximately $14 million, resulting from
increased business, the credentialing of new physician staff in several of our
northern California facilities and recently acquired centers, and a transition
of our California operations to our MD-4 common billing platform. We have
working capital of 48, excuse me, $40.8 million at September 30th, 2007,
compared to $31.2 million at December 31st, 2006.

                  During the quarter, we entered into capital leases of $8.6
million and repaid $3.4 million of notes and leases payable. We had cash capital
expenditures of $7.4 million during the quarter. During the first nine months of
this year, we entered into capital leases of $16.9 million and repaid $7.2
million of notes and leases payable. We had cash capital expenditures of $19.4
million during the first nine months of this year. In August, GE arranged for us
an incremental $35 million as part of our existing credit facilities. The
incremental credit facility consisted of an additional $25 million as part of
our first lean term loan and $10 million of additional capacity under our
existing revolving line of credit. The incremental facility was used to fund the
acquisition of Valley Radiology in Victorville, California and will fund the
acquisition of Papastavros Imaging, scheduled to close in December, as well as
funding general working capital purposes.

                  We believe that our current capital structure provides us
significant financial flexibility and access to capital to effectively execute
our growth plans. Furthermore, given our financial performance, we strongly
believe that we will be able to refinance our credit facilities at a lower cost
sometime in the future when the debt markets improve.

                  I'd now like to turn the call back to Dr. Berger, who will
talk about some of the recent initiatives we have launched and how current
industry dynamics might present opportunities for RadNet in the future.

DR. HOWARD BERGER: Thank you, Mark. I will reiterate today what I touched on
during the last conference call by saying that I cannot remember a time in which
I have been more excited about the future growth prospects and the opportunities
that I believe lie ahead for our Company.

                  Yesterday we announced the acquisition of Papastavros Imaging,
which I believe to be a very important transaction. Papastavros is a
longstanding, entrenched, multi-modality diagnostic imaging provider, excuse me,
located throughout Delaware. Papastavros has been a fixture in the Delaware
healthcare delivery system since its founding in 1958 and has a reputation for
providing high quality care to its patients and to Delaware's referring
physician community. This acquisition is the first transaction since our
acquisition of Radiologix last November that takes us into a new market.
Papastavros contributes to RadNet a platform to expand and consolidate within
Delaware and its neighboring mid-Atlantic regions.


                                      -7-


                  This acquisition fits our criteria in a number of respects.
First, this acquisition allows us to enter a new market with relevant size.
Second, Papastavros' 12 facilities are staffed by physicians who compose a
cohesive radiology group, the Papastavros Associates Medical Group. RadNet and
the Papastavros Associates Medical Group have joined together as partners to
increase the scale and performance of this practice. This relationship is
similar to that which we enjoy with the other large radiology groups with whom
we partner in our other core markets. Third, Papastavros is a multi-modality
provider, which we believe is essential to our continued success. And finally,
this transaction transforms our leading position in Maryland into a broader
presence into the greater mid-Atlantic region, further diversifying our revenue
base and bringing us new and exciting opportunities for the future.

                  Several weeks ago we announced our digital mammography
initiative in Maryland, whereby we will be replacing all throughout the coming
months approximately 30 analog mammography systems with digital systems. We
expect to have these systems operational by the end of the first quarter of
2008. The aggregate cost of this investment will be 10 to $12 million.
Currently, RadNet performs approximately 225,000 mammograms per year in our
Maryland market, with between 40 to $50 of average incremental reimbursement per
scan for a digital mammography and assuming some very modest volume increases
from greater throughput and tapping into our backlog of patients who want their
exams sooner, we are anticipating incremental revenue of over $15 million in
2007, which should contribute between 6 to $8 million in annualized EBITDA.
Furthermore, we anticipate that the transition to digital mammography, which has
been embraced by our physician partners in Maryland, will provide patients and
referring physicians with better results and service. A further benefit to
digital mammography is the cost savings associated with eliminating x-ray film
and the reduction of expenses related to the analog film storage, retrieval and
handling.

                  Our commitment to digital mammography also highlights the
benefits of our multi-modality approach, which positions us as a full-spectrum
provider of women's health imaging. The growth of our mammography practice has
historically been supported by related procedures, including breast MRI,
ultrasound, PET/CT, bone densitometry and biopsies. It should also be realized
that digital mammography represents the final commitment to fully digitized, all
the services that we provide for imaging, not only in Maryland, but throughout
all of our core markets, which will result in significant improvement in
efficiency and cost reductions, and which we hope to complete by the end of
2008.

                  During the quarter, we made further progress in focusing on
our core markets by exiting RadNet's non-core markets in Colorado. Like we did
with our lone Minnesota facility, which we divested in the second quarter, we
sold our Colorado assets to a local operator. Disregarding the Papastavros
acquisition anticipated to close in December, we currently have only two
facilities of the 143 centers in total outside of our core markets of
California, Maryland, New York and Florida. Both of these facilities are in the
state of Kansas.

                  Also in the quarter we entered the market for 64-slice PET/CT
scanning through the installation of our first system in Orange, California. Our
second system will be installed shortly in Encino, California within a center
that we purchased in October called Liberty Pacific. We've entered this business


                                      -8-


in conjunction with prominent cardiology groups with whom we are building the
capabilities of servicing the expanding indications for cardiovascular and
cardiac imaging. This is cutting edge technology in medicine whose applications
we believe will continue to grow into the future. Although 64-slice scanning
remains a very small part of what we do, it brings me to the final point that I
would like to make this morning.

                  Despite historical cycles of reimbursement, the prevalence of
competition and other characteristics of our business that have given investors
pause in the past, one thing has remained true throughout my 30 plus years in
imaging, and that is the imaging industry continues to grow in size every year.
Technology like 64-slice scanning, for example, continues to drive new
applications for imaging. There is greater physician and consumer awareness for
what we do than ever before. Early detection and intervention in the disease
process and preventative medicine are things that are pervasive in all areas of
medicine. These trends will continue and so will the importance of imaging in
our healthcare delivery system.

                  With the momentum we have created in the last 12 months, we
plan to grow aggressively in the future in a systematic and disciplined manner.
We are proud of what we have accomplished since our acquisition of Radiologix
one short year ago. Despite our strong recent financial performance, many of the
initiatives we have announced in the last 90 days are just beginning to have
financial and operational impact on our Company. These and other projects which
we hope to be able to share with you in the coming months, will serve as a
springboard for RadNet's future, a future that we hope will bring great change,
not only for our Company, but perhaps to the entire outpatient imaging industry
itself.

                  Operator, we are now ready for question and answer portion of
the call.

OPERATOR: Thank you. Today's question and answer session will be held
electronically. If you would like to ask a question please press the star key,
followed by the digit one on your touchtone telephone. Also, if you are on
speaker phone please deactivate any mute function before signaling to be sure
the signal will reach our equipment. Once again, that's star, one for questions.
And we'll pause for a moment to assemble our queue.

                  And we'll take our first question from Arthur Henderson with
Jefferies Company. Please go ahead.

ARTHUR HENDERSON: Hi. Good morning. Howard, first question for you. The
mid-Atlantic is obviously a hotbed of activity for you, not only from an
acquisition standpoint, but from some of the initiatives that you guys are doing
internally. Is there anything specific about that market that's really
attractive to you? Or is it just, this just happens to be the area where things
are kind of opening up?

DR. HOWARD BERGER: Well, I think it's attractive, Art, for a couple of reasons.
Number one, it is an area where we have a very dominant position already within
that state, and in particular as distinguished from some of our other markets,
we also have very substantial partnership relationships with a number of the
hospital systems in Maryland, and in fact, several of those partners we're


                                      -9-


currently engaged in discussions with to help reshape and grow those
partnerships, both within the existing framework and potentially expand into new
opportunities that they would like us to participate with them.

                  Secondly, Maryland has a favorable statute, as we referred to
in the, earlier in this conference call and in prior calls, about prohibition on
self-referral for physicians, which makes it, I think, a better climate for us
to see changes in what has been abuses that have been experienced throughout the
imaging sector for the last several years. And thirdly, and perhaps most
importantly, it is where we enjoy an outstanding relationship with our current
two physician groups, one called Advance, the other called Community. Between
those two groups there are over 120 radiologists that currently provide their
services to the RadNet facilities and who enjoy substantial national reputations
and extremely diverse and multi-specialty talents. So, it's a very fertile
ground for us. We think that there's other potential opportunities in that
market for further consolidation, and perhaps establishing more readily than any
other state that we operate in, the opportunity to consolidate and be the
dominant player, which could ultimately provide some benefit in terms of
leverage for improved reimbursement from some of the payors.

ARTHUR HENDERSON: Okay. That's very helpful. Sticking on sort of the digital
mammography initiatives, are pretty much all of your other locations, now that
you've gotten Maryland done, are there any other opportunities to upgrade from
analog to digital?

DR. HOWARD BERGER: Actually, we began that process in other markets and had
already begun some initial digital mammography, Art, earlier in 2007. For
example, the Borg acquisition afforded us already to have digital mammography as
part of their practice, and by the end of this year the IDE practice, which was
the existing Radiologix core group in Rochester, will have completely
transitioned to digital mammography. Similarly, in northern California we have
begun the transition of the 20 or so Radiologix centers, none of which had
digital mammography and will, by the first quarter of next year, also be fully
digital.

                  RadNet itself, prior to the acquisition of Radiologix, was
about halfway through its digitization of mammography and which is continuing
and will be part of the final push to make all of the centers digital by the end
of 2008. So, perhaps that's a longwinded answer to say, yes, there is
substantial other digital opportunities in mammography that we are pursuing that
did not exist when we first initiated the acquisition of Radiologix in 2007,
excuse me, 2006 of November of last year. But the goal for the whole Company is
to be fully digital, and currently the Company performs over a half million
mammograms a year, and perhaps growing at a faster rate than any other single
modality, which should be further amplified by the capacity that we will improve
at all of our centers through the digitization process.

ARTHUR HENDERSON. Okay, great. And then one last question and I'll jump back in
the queue. Mark, could you go over the, what the digital mammography
contribution will be to revenue and EBITDA again? I wanted to make sure I had
those numbers right. And would there be a spike in cap ex that we should expect
in the fourth quarter related to the purchases of that equipment? Thanks very
much and nice quarter.


                                      -10-


MARK STOLPER: Sure, Art. The, we're projecting about $15 million of additional
revenue and that will be in 2008; I think Howard misspoke and said 2007. So, in
2008, when we've gotten these systems replaced, we're projecting about $15
million, which is simply taking the 225,000 or so digital mammography scans that
we're currently doing in Maryland, giving that a very incremental multiplier of
roughly about 10 to 15% of exams due to greater throughput, as well as given our
backlogs that we have currently in that market, and multiplying that by the 40
to $50 per scan gets you to that $15 million number.

ARTHUR HENDERSON: Okay.

MARK STOLPER: A lot of that will fall to the bottom line because it's
essentially, you know, essentially greater reimbursement same store sales, so
there's not a lot of incremental costs associated with that.

ARTHUR HENDERSON. Okay. And then cap ex?

MARK STOLPER: So, we're, by the way, so we're projecting 6 to $8 million...

ARTHUR HENDERSON: Okay.

MARK STOLPER: Of additional EBITDA from that $15 million of revenue.

ARTHUR HENDERSON: Great.

DR. HOWARD BERGER: The cap ex on that, Art, will be somewhere between 10 and $12
million. Very little of that will be in the fourth quarter. The majority of it
will hit in the first quarter of '08 and a very small amount in the very
beginning of the second quarter of '08.

MARK STOLPER: And that is already built into our maintenance cap ex budget,
which is, which will be, our total cap ex will be around $40 million on an
annualized basis, a little north of there, and maintenance cap ex is roughly
about half of that.

ARTHUR HENDERSON: Okay, great. That's very helpful. Thanks very much.

MARK STOLPER: Thanks.

OPERATOR: And we'll take our next question from Darren Lehrich with Deutsche
Bank. Please go ahead.

DARREN LEHRICH: Thanks. Good morning, everyone. I guess just a few things here.
I wanted to talk about the upgrades and all the new equipment that you're
putting into the system. I guess I just want to understand if you expect there
to be any significant offline time or revenue impact over the course of the next
several quarters with all this activity? I just, you know, want to make sure
we're thinking about that correctly.


                                      -11-


DR. HOWARD BERGER: We don't believe that there's going to be any significant
impact. It's almost inevitable that some of these upgrades will require a short
period of downtime, and what I call short is something less than a week, so it
may not be material to the overall performance. If something does require
greater than a one-week period of time, we generally go ahead and provide
interim mobile services for that, which would particularly fall into the
category of the CT and MRI scanners. The transition to digital mammography is
virtually providing another room where we install the mammography equipment and
other than perhaps for some training of our technologists to do digital
mammography, has no substantial downtime associated with it.

DARREN LEHRICH: Okay. That's great. And then, Mark, you gave us the procedure
numbers. I guess just curious if your mix by both volume and revenue have
changed much? I think, you know, we have a sort of starting point from the pro
forma numbers with Radiologix by modality. Can you just update us on where we
are with that information?

MARK STOLPER: Sure. I mean, it hasn't materially changed since the last time
you've seen it, and Howard and I were discussing this the other day, that we're
in the future going to provide more transparency in terms of not only the
business mix in terms of the volume of the scans, but also the payor mix. So
that's something that you can look forward to seeing in coming quarters.

DARREN LEHRICH: Okay. And, I know you said the mix hasn't changed much, but
maybe just update us in the context of all the PET investments that we know
about? How many PET units will you have by year end in 2007? And, you know, how
much is that movement with regard to mix?

MARK STOLPER: Sure. We have about 20 PETs, or will have about 20 PETs in service
at the end of 2007, and we're making a significant push in PET/CT scanning, so,
you know, we would expect that that number would significantly go up in 2008,
you know, potentially adding 10 or more PETs in 2008.

DARREN LEHRICH: Okay, that's great. And, I guess just a few things with regard
to the balance sheet. The DSOs, if I were to adjust that for the recent
acquisition activity that happened inside the quarter, Mark, would it have maybe
altered DSOs by a couple of days? I guess that's the first part, and then the
second part is, what, where do you, you know, think you can get DSOs back down
to? You mentioned the transition in California, so I just want to see where that
might reset.

MARK STOLPER: Yes. There's a number of things going on which have increased the,
our net receivables on our balance sheet. As you mentioned, we are
transitioning, or have transitioned, I should say, fairly recently, our West
Coast operations on to the McEssen (sp?) MD-4 platform, which is, now we're a,
have a unified billing platform for the entire Company and that has caused
essentially a hang-up of charges, which will work themselves out over the coming
months. As well as we're, because we're doing acquisitions, we have some
credentialing holds for Medicare when we have to apply for new billing numbers
for physician groups that we've acquired, so those have, you know, increased our
DSOs significantly this quarter. I would expect, over the next two quarters, to
see our DSOs go down by as much as 10 to 20 days.


                                      -12-


DARREN LEHRICH: Wow. Okay, that's great. And then the other balance sheet item
that I thought would be useful just to get an update on is the accounts payable
current accruals that was a, you know, source of cash in the quarter. Will that
return back to a lower level? Can you just give us a sense for what happened
there?

MARK STOLPER: Sure. We did a re-class this quarter, and if you look on our
balance sheet from December 2006 and compare that with September 2007, there
were a number of things that were in payables in December that we just
re-classed into accrued expenses. So, if you look at the aggregate number in
December of accounts payable and accrued expenses together, it's about, almost
$50 million, it's $49.9 million.

DARREN LEHRICH: Right.

MARK STOLPER: And if you look at this quarter, it's, the two of those together
is about $54.8 million, so it hasn't changed all that much, and we're growing,
so it was really just a re-class.

DARREN LEHRICH: Okay, that's helpful. And, I think this one last question here
and, for Howard, maybe. With all of this activity in the mid-Atlantic, you know,
just to throw this out there, it, does it, would it make sense to look at a
different kind of structure with all these radiology groups that might be
somewhat contiguous, similar to what you have with Beverley (sp?)? I don't know
if you're contemplating doing anything like that on a regional basis, but,
Howard, if you could just help us think about that as a possible opportunity for
you.

DR. HOWARD BERGER: I think that the Beverley model, which works nicely for us in
California, is not necessarily transportable elsewhere. What I think you'd have
to look at from the bigger picture is the fact that currently the RadNet
radiology groups have over 400 radiologists associated with it, and that group
could be galvanized into other kinds of operating and potential business
activities that could not only benefit RadNet, but benefit the radiologists
themselves. And it is something that we have begun some very preliminary
discussions on. It doesn't require necessarily that these groups consolidate and
that, in fact, may not necessarily be beneficial.

DARREN LEHRICH: Right.

DR. HOWARD BERGER: What would be beneficial is the sharing of the resources and
the capabilities amongst these groups to provide other business opportunities
and perhaps even improved service and quality of interpretive skills on a
national scale.

DARREN LEHRICH: Well that's great. We'll look forward to hearing more about that
as you look more into that. Thanks again.

MARK STOLPER: Thanks, Darren.

OPERATOR: And we'll take our next question from Rob Mains, with Morgan Keegan.
Please go ahead.

ROB MAINS: Thanks, good morning.


                                      -13-


MARK STOLPER: Morning.

ROB MAINS: Could you give us an idea, if we were to look at the Papastavros
Group as kind of a stand-alone, how it would compare with RadNet in terms of,
you know, procedure mix or whatever would be, you know, type of metrics that you
would look at and where it might be going relative to the, sort of, the norm for
the Company?

DR. HOWARD BERGER: The Papastavros Imaging is really very similar in terms of
its mix and also the modalities that it currently comprises. You know, generally
we see about an 80-20 distribution between the routine imaging being 80% and
advanced imaging being 20%, and those metrics hold up very nicely here with
Papastavros. Papastavros does not currently do digital mammography and that,
indeed, is part of our plans to transform them, much like we do in our other
core markets, into an all-digital enterprise, and with that should come some
other benefits because Papastavros, like most of our other centers that provide
the multi-modality composition, has substantial backlogs in mammography that we
need to tap into, both for the Company's benefit and also for referring
physicians and communities. And it shouldn't be lost that, again, that is our
target, to go after multi-modality providers. I think you will see in the
upcoming months and quarters that our focus on women's health, and in
particular, breast disease will be a major focus of us with perhaps other
initiatives that not only will complement the digital mammography, but will help
start providing perhaps a more multi-modality and multi-disciplined approach to
breast cancer. So, getting back to your original question, though, we see
nothing in Papastavros that makes it significantly different in its composition
or its structure to the way we operate all of our other core markets.

ROB MAINS: And let me ask it from the other direction then. Obviously, you've
known the, this group for a while. What do you think is going on in their mind
that, after almost 50 years of being independent, they, you know, they're
amenable to an acquisition?

DR. HOWARD BERGER: That's a good question, but I think it's the same answer that
we see not only in Delaware but in other parties that approach us. DRA and
competition have been a driving factor in creating a very difficult time for
most of the small operators, and what we see with many of these operators is
that prior to DRA, they were doing reasonably well, and very few of them, I
think, had the kind of sophisticated business infrastructure to really manage
themselves through these changes. So, in addition to the DRA impact, there's
also been a decrease, perhaps, in some of their residual volume from other
competitors along with the continued need for capital reinvestment. And I think
given some of the operators out there, many of whom I believe operate very
similarly in the way they approach their business, they're just not equipped for
these challenges, and therefore, as they see RadNet emerge as a strong, viable,
competent company, both from the management and from their knowledge of the
clinical expertise in running these centers, there is a natural inclination for
them to look to an opportunity to liquidate, take some of their practice value
off the table, but more importantly, position themselves to be more efficient
and effective in the markets that they're operating in.


                                      -14-


ROB MAINS: So your comments about, sort of what the competitive environment is
like, it sounds like the pressures are being felt by even groups that, of that
size?

DR. HOWARD BERGER: I think they may even be felt more by groups that size than
others, because after you get past one or two imaging centers, the requirement
to build an infrastructure to manage that becomes very important, and we believe
that many of these groups of substantial size, and I would call substantial
between five and ten centers, have not necessarily been equipped with the skill
sets to manage that infrastructure development.

ROB MAINS: Okay, thanks. And then I had just a couple of quick, a number of
questions for Mark. First of all, Mark, with the same store numbers that you
gave us, do those exclude the year-ago impact of the centers that you've
divested?

MARK STOLPER: Yes.

ROB MAINS: Okay. But the non-same store...

MARK STOLPER: And by the way, those centers are very small. Like, the ones in
Colorado had very little scan volume.

ROB MAINS: Okay. And, but at the same token, the numbers that were in the press
release would include those a year ago?

MARK STOLPER: Correct.

ROB MAINS: Okay. And then, your allowance for doubtful accounts has been
trending down as a percentage of revenues. Is that better experienced in current
quarters? Or is it, you know, that you over-accrue in your adjusting? Sort of
wanted to get an idea of where you think that might be going.

MARK STOLPER: No, I would expect our bad debt expense to slightly trend down
over time, not because we're doing anything better or more efficiently in
collecting our money, but because, the reason why we had a structural change in
our bad debt, which went up substantially when we bought Radiologix is that
Radiologix has a book of business where they do the billing and collecting for
our physician groups who staff hospitals, and so they do billing and collecting
for hospital business which has a significantly higher bad debt expense when
compared to the outpatient imaging centers. So as we continue to grow our
business, these, that portion of our business that is associated with the
hospital billing business, for which we get a management fee, becomes diluted,
and so our bad debt should trend down a little bit as that becomes a smaller
part of our business; not necessarily because there is a change in the way we're
doing billing or collecting, or we're getting better or worse.

ROB MAINS: Okay. That's helpful. Thank you.

OPERATOR: And we'll take our next question from Howard Rosencrans of CGF. Please
go ahead.


                                      -15-


HOWARD ROSENCRANS: Hi, guys. Congratulations on what looks like a very, very
good quarter. I apologize, I was out of the room when you did some of the
digital mammography stuff. You were talking about 225,000 scans?

MARK STOLPER: Correct. In Maryland.

HOWARD ROSENCRANS: 225,000 at 40 bucks, so it's about $9 million in gross
dollars?

DR. HOWARD BERGER: Well actually, that would be net collected dollars. The gross
dollars that we charge could be more than that, but we will, we anticipate
collecting 40 to $50, it's actually closer to $50 per exam on the 225,000 plus
that we're doing right now. But again, that's only in the State of Maryland.

HOWARD ROSENCRANS: Mm-hmm. Okay, so that gross is to $11 million, and on that 11
million, you're, as I say, I apologize, I was out of the room.

MARK STOLPER: Yes, sure. The, one other thing for your calculation, Howard, is
that we have assumed an increase of about 10 to 15% in terms of scan volume.
This digital equipment gives us greater throughput, and we have the volumes, we
have the backlog to support that throughput. So we've put some modest growth in
terms of volume into the equation, where obviously we'd be getting the whole
reimbursement, zero of which we're receiving today. So that's how we come up
with our $15 million revenue number.

DR. HOWARD BERGER: Which breaks mainly into about 11 million on existing exams
and about 4 million of new procedures that the digital mammography equipment
will allow us to access.

HOWARD ROSENCRANS: And on the 15 million, I think you suggested you were looking
at about half of that flowing?

MARK STOLPER: Yes.

HOWARD ROSENCRANS: Okay. I, it sounds very exciting. Thanks, guys. And what
percentage of your whole scan volume is, it's 225,000 in Maryland, and how many
scans do you do in sum now? And what percentage is digital now?

MARK STOLPER: We're doing about half a million digital mammos...

DR. HOWARD BERGER: Well, half a million mammograms.

MARK STOLPER: Yes, I'm sorry. We're doing, actually, it's between 500 and
600,000 mammograms per year. We're running on a run rate of about 2.7 to 2.8
million scans on an annualized basis, so that gives you your percentage of the
business. And less than, significantly less than half, it's probably less than a
quarter right now of our mammography is digital, wouldn't you say?


                                      -16-


DR. HOWARD BERGER: (Inaudible) and yes. It'll, after we're done with this
initiative here in Maryland, probably close to about 80% of the mammograms we do
will be digital, and we would like the rest of the Company's mammography to
transition to digital no later than the end of 2008.

HOWARD ROSENCRANS: And, I think you said 10 to $12 million was the incremental
not associate, the cap ex not associated with the dig-mam (sp?) in cap ex in
'08, that's associated with the Maryland portion? And if you, so, if we, so I
sort of can double that or a little bit more and see what the cap ex not
associated with it would be in, if you ran out Company-wide?

DR. HOWARD BERGER: I think it would be a little less than double.

HOWARD ROSENCRANS: Okay.

DR. HOWARD BERGER: It wouldn't be double because of the economies that you get
in some of our regions where we don't have to duplicate all the equipment like
we're duplicating in, like we're initiating in Maryland.

HOWARD ROSENCRANS: Okay. And just a more broad general question. I mean if we
were to add back the, sort of EBITDA you talked about from incremental
contribution, if you had the extra day and you got the favorable flow of EBITDA
margins of, from the acquisitions, et cetera, if, should we just assume there is
some sort of steady progression on your EBITDA margin of, I don't know, where do
you guys think you can take the EBITDA margin to on the, including, I don't
know, maybe you want to talk about it in terms of the old-fashioned primedics
(sp?) and radiology, but, or, however you want to talk about, whatever context
you want to talk, where do we take the EBITDA margins to over time?

MARK STOLPER: Sure. Well, we're currently running roughly about 20% EBITDA
margins, and I would hope, you know, it's my aspiration that over the next, you
know, several years we can tick that up to a point where, at some point we're
closer to the mid-20s as opposed to the low 20s.

HOWARD ROSENCRANS: Okay. And, approximately what percentage of your centers
today would you say are running in that mid-20s range?

MARK STOLPER: Well, you have to realize, when we give you our EBITDA for the
Company, that's burdened with a significant amount of corporate expenses,
corporate overhead, SG&A.

HOWARD ROSENCRANS: Mm-hmm.

MARK STOLPER: So, predominantly all of our centers except for those that are
specializing in doing x-ray and ultrasound, and we have some satellite
facilities like that, predominantly all of our centers have standard level
EBITDA margins greater than 20%.

HOWARD ROSENCRANS: Right, well, of course. So, I guess I didn't understand your
answer in that context.


                                      -17-


MARK STOLPER: Well, your question, let me, let me rephrase (inaudible). Your
question, your question was, how many of our centers have 20% EBITDA margins?

HOWARD ROSENCRANS: No, no, I, well, okay. I'll take one more shot and then I'll
get back in queue. If you were to take it to the center level, where are you
today at the center level, per se? And where do you think you can go? And what
portion of your centers do you think are at that level?

MARK STOLPER: Well, all of our, again, predominantly all of our centers are
above 20%. Most of them are, you know, closer to 30%.

HOWARD ROSENCRANS: Okay. Thank you very much.

MARK STOLPER: Okay.

OPERATOR: Thank you, and then we'll take our final question from Brian Tanquilut
with Jefferies & Company.

BRIAN TANQUILUT: Hi. Good morning, guys. Just a, one question. You know, with
the acquisition of Papastavros, now you've gone outside your core mid-Atlantic
market of Maryland into a contiguous state. So, Howard, I was just wondering,
should we expect you to begin looking for other opportunities up the eastern
seaboard in the near future? Or, if you can just share your thoughts with us on
your expansion plans for other markets in the mid-Atlantic?

DR. HOWARD BERGER: Well, I think the eastern seaboard is a very attractive
market for us, given our current presence and given what I see as dynamics that
are going on throughout the eastern seaboard that, basically are part of the
overall landscape of what's going on in imaging. We will concentrate on
opportunistic markets where we can both expand our existing platform and within
existing platforms. I think that the market is under heavy pressure for
consolidation. I don't believe that this is something that we have to be out
there forcing, and I believe that the success and continued success of our
strategy here will provide more opportunities for some of the larger operators
to see the benefits of being part of a bigger operation. So, if in the future we
see more activity on the eastern seaboard than we are on the western, it would
not be surprising at all, given demographic issues, density and, I think, the
existence of several operators like Papastavros that are being challenged under
the current reimbursement and competitive issues.

BRIAN TANQUILUT: All right, thank you.

OPERATOR: Thank you. At this time, that concludes our question and answer
session. I'd like to turn the call back over to Dr. Berger for any closing
remarks. Please go ahead, sir.

DR. HOWARD BERGER: Well, I want to thank you all again for participating in
today's conference call. Again, it's the one-year anniversary of our acquisition
of Radiologix. We stand very tall and very proud in what we've accomplished. We
are very enthusiastic about the future, and we look forward to the next earnings
call where, hopefully between now and then, you will see continued performance
and visibility of a company that is dynamic, growing and wonderfully managed.
Thank you all.

OPERATOR: Thank you. That concludes today's conference. We appreciate your
participation. You may now disconnect.


                                      -18-