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EXHIBIT 10.2
January 11, 2001
Board of Managers
International Radiology Group, L.L.C.
40 Skokie Boulevard
Northbrook, Illinois 60062-1618
Gentlemen:
This letter confirms your request for, and our agreement that,
subject to the execution of the Definitive Agreements (as defined in that
certain Letter of Understanding ("Letter"), dated January 10, 2001, between
International Radiology Group, LLC, a Delaware limited liability company ("IRG")
and US Diagnostic Inc., a Delaware corporation ("USD"), upon the earlier of (i)
one (1) business day after the maturity date of USD's 9% Subordinated
Convertible Debentures due 2003 (the "Bonds"); or (ii) after 100% of the Bonds
have been otherwise repurchased or redeemed by USD, the members of IRG shall
receive, in the aggregate, warrants to purchase 1,349,000 Merger Shares (as
defined in the Letter) at an exercise price per share to be determined by the
parties (the "Warrants"). This letter does not create and is not intended to
create an obligation by USD to issue Warrants to the members of IRG while the
Bonds remain outstanding and, notwithstanding anything else herein to the
contrary, the parties hereto acknowledge and agree that, if the Warrants
constitute a "Change in Control" under that certain Indenture, dated as of March
29, 1996, between USD and American Stock Transfer & Trust Company, as trustee,
this letter shall immediately be null and void and USD shall have no obligation
to issue the Warrants to the members of IRG and all actions required by either
party hereto shall no longer be applicable.
Notwithstanding the foregoing, all action taken pursuant to this letter
shall be made in accordance with all federal and state securities laws and all
applicable rules and regulations promulgated by the applicable securities
exchange self-regulating organizations.
This letter does not constitute any offer to sell, or a solicitation of
an offer to buy any securities of the USD nor shall this letter be considered as
granting a right to purchase such securities to the members of IRG or any other
person.
[signature page follows]
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Board of Managers
International Radiology Group, LLC
January 11, 2001
Page 2
Very truly yours,
US DIAGNOSTIC INC.
By: /s/ David McIntosh
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David McIntosh, Director
Accepted and Agreed:
INTERNATIONAL RADIOLOGY GROUP, LLC
By: /s/ J.R. Holland, Jr.
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Name: J.R. Holland, Jr.
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Title: Manager
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