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                          Suite
      1600  |  1901 Avenue
      of the Stars  |  Los
      Angeles, CA  90067-6017

                          310-228-3700
      office  |  310-228-3701
      fax  |  www.sheppardmullin.com

    January
11, 2011

    VIA
EDGAR

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Re:

              RadNet,
      Inc., Radnet Management, Inc. and Subsidiary
  Guarantors

              Amendment
      No. 1 to Registration Statement on Form S-4 (Commission File No.
      333-169107)

    Ladies
and Gentlemen:

    Reference
is hereby made to our letter dated August 27, 2010 electronically transmitted to
the Securities and Exchange Commission in connection with the electronic
submission of a registration statement on Form S-4 (Commission File No.
333-169107) (the “Registration Statement”) on behalf of Radnet Management, Inc.,
a California corporation (the “Issuer”), RadNet, Inc., a Delaware corporation
and the parent company of the Issuer (the “Parent”), and the additional
registrant guarantors named in the Registration Statement.  Since
August 27, 2010, additional wholly owned subsidiaries of the Issuer have been
added as additional registrant guarantors.  On behalf of the Issuer,
the Parent, and each registrant guarantor, including the additional registrant
guarantors named in Amendment No. 1 (as defined below) (together with the
Parent, collectively, the “Guarantors” and, together with the Issuer, the
“Registrants”), we filed yesterday by direct electronic transmission under the
Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 1 to
the Registration Statement (“Amendment No. 1”), together with exhibits thereto,
relating to the Registrants’ offer to exchange an aggregate of $200,000,000 in
principal amount of its 10⅜% Senior Notes due 2018 (the “Exchange Notes”) for
its outstanding 10⅜% Senior Notes due 2018 (the “Outstanding Notes”), which were
offered and sold on April 6, 2010 without registration in reliance upon the
exemption provided by Section 4(2) of the Securities Act.  The
Outstanding Notes are, and the Exchange Notes will be, guaranteed by the
Guarantors, who are also registrants under the S-4 Registration
Statement.

    The
Registrants are registering the exchange offer on the S-4 Registration Statement
in reliance on the position of the Securities and Exchange Commission (the
“Commission”) enunciated in Exxon Capital Holdings
Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co.,
Incorporated, available June 5, 1991 (regarding resales), and Shearman & Sterling,
available July 2, 1993 (with respect to the participation of
broker-dealers).  The Registrants have further authorized us to
include the following representations to the Staff of the
Commission:

              1.

              The
      Registrants have not entered into any arrangement or understanding with
      any person to distribute the Exchange Notes and, to the best of each of
      the Registrants’ information and belief without independent investigation,
      each person participating in the exchange offer is acquiring the Exchange
      Notes in its ordinary course of business and is not engaged in, does not
      intend to engage in, and has no arrangement or understanding with any
      person to participate in, the distribution of the Exchange
      Notes.  In this regard, the Registrants will disclose to each
      person participating in the exchange offer that if such person is
      participating in the exchange offer for the purpose of distributing the
      Exchange Notes, such person (i) could not rely on the Staff position
      enunciated in Exxon Capital or interpretive letters to similar effect and
      (ii) must comply with the registration and prospectus delivery
      requirements of the Securities Act in connection with a secondary resale
      transaction.  The Registrants acknowledge that such a secondary
      resale transaction by such person participating in the exchange offer for
      the purpose of distributing the Exchange Notes should be covered by an
      effective registration statement containing the selling securityholder
      information required by Item 507 of
    Regulation S-K.

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                Securities
      and Exchange Commission

                January
      11, 2011

              2.

              No
      broker-dealer has entered into any arrangement or understanding with the
      Registrants or an affiliate of the Registrants to distribute the Exchange
      Notes.  The Registrants will disclose to each person
      participating in the exchange offer (through the exchange offer
      prospectus) that any broker-dealer who receives the Exchange Notes for its
      own account pursuant to the exchange offer may be a statutory underwriter
      and must deliver a prospectus meeting the requirements of the Securities
      Act in connection with any resale of those Exchange Notes.  The
      Registrants will also include in the letter of transmittal to be executed
      by each holder participating in the exchange offer that each broker-dealer
      that receives the Exchange Notes for its own account pursuant to the
      exchange offers must acknowledge that it will deliver a prospectus meeting
      the requirements of the Securities Act in connection with any resale of
      those Exchange Notes and that by so acknowledging and delivering a
      prospectus, the broker-dealer will not be deemed to admit that it is an
      “underwriter” within the meaning of the Securities
  Act.

    The
filing fee for the S-4 Registration Statement in the amount of $14,260 was
previously deposited by wire transfer of same day funds to the Commission’s
account at U.S. Bank.

    If you
have any questions on the above-referenced S-4 Registration Statement, please
contact Linda G. Michaelson at (310) 228-3711 or Louis P.A. Lehot at
(650) 815-2640.

                Sincerely,

              /s/
      SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

              SHEPPARD,
      MULLIN, RICHTER & HAMPTON LLP

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