EYETEL IMAGING, INC. AMENDMENT NO. 4 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

EYETEL IMAGING, INC.

AMENDMENT NO. 4 TO

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

AMENDMENT NO. 4 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of October 24, 2007, by and among EyeTel Imaging, Inc., a Delaware corporation (the “Company”), and the other persons and entities listed on the signature pages hereto, amending that certain Amended and Restated Investor Rights Agreement, dated as of January 14, 2004, as previously amended on February 8, 2006, May 1, 2007 and September 5, 2007 (the “Investor Rights Agreement”), by and among the Company and each of the persons and entities listed on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investor Rights Agreement.

WHEREAS, in connection with a proposed initial public offering of Common Stock of the Company, the parties hereto desire to amend the Investor Rights Agreement as set forth below;

WHEREAS, the Investor Rights Agreement may be amended (so long as it creates no additional obligations for, and does not diminish the rights of, the Common Stockholders) with the written consent of the Company and Investors holding a majority of the outstanding Registrable Securities; and

WHEREAS, the persons and entities listed on the signature pages hereto constitute Investors holding a majority of the outstanding Registrable Securities.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

1.  Definition of “Qualified Public Offering.” The definition of “Qualified Public Offering” set forth in Section 1.15 of the Investor Rights Agreement is hereby amended and restated to read in its entirety as follows:

“Qualified Public Offering” means an underwritten public offering of shares of Common Stock for the account of the Company.

2.  Ratification; References. Except as otherwise modified by this Amendment, the provisions of the Investor Rights Agreement shall continue to be and remain in full force and effect, and any reference thereto shall hereafter mean the Investor Rights Agreement, as amended hereby.

3.  Counterparts. This Amendment may be executed in one or more counterparts (including by facsimile). Each such counterpart shall be deemed an original, and all of such counterparts together shall be one instrument.

4.  Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York as applied to agreements among New York residents entered into and performed entirely within New York.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Amended and Restated Investor Rights Agreement to be executed as of the date first set forth above.

	EYETEL IMAGING, INC.
	By:	/s/ Xxxx X. Xxxxxxxxx
	Print Name: Xxxx X. Xxxxxxxxx
	Title: President and Chief Executive Officer

	XXXX CAPITAL VENTURE FUND 2001, LP
	By: Xxxx Capital Venture Partners, LP, its General Partner
	By: Xxxx Capital Venture Investors, LLC, its General Partner
	By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Managing Director

	BROOKSIDE CAPITAL PARTNERS FUND, L.P.
	By: Brookside Capital Investors, L.P., its General Partner
	By: Brookside Capital Management, LLC, its General Partner
	By:	/s/ Xxxx XxXxxxxxx
	Name: Xxxx XxXxxxxxx
	Title: Managing Director

	BCIP ASSOCIATES III, LLC
	By: BCIP Associates III, its sole member and manager
	By: Xxxx Capital Investors, LLC, their Managing Partner
	By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Managing Director

	RGIP, LLC
	By:	/s/ Xxxxxx X. Xxxx
	Name: Xxxxxx X. Xxxx
	Title: Managing Member

	RADIUS VENTURE PARTNERS II, LP
	By: Radius Venture Partners II, LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title: Managing Member