Exhibit 10.19  


STOCK SUBSCRIPTION AGREEMENT  


        This Stock Subscription Agreement (this "Agreement") is entered into as of January 2, 2003 by and between Alliance Imaging, Inc., a Delaware
corporation (the "Company") and Paul S. Viviano (the "Purchaser") (being hereinafter collectively referred to as the "Parties"). 


RECITALS  


        For purposes of this Agreement, "Subsidiary," with respect to any entity, shall mean any corporation (or other entity) in an unbroken chain of entities beginning
with such corporation (or entity) if each of the entities, or group of commonly controlled entities, other than the last entity in the unbroken chain, then owns stock (or other equity interest)
possessing 50% or more of the total combined voting power of all classes of equity in one of the other entities in such chain; "Affiliate" shall mean, with respect to any Person, a Person directly or
indirectly controlling, controlled by, or under common control with, such Person, and with respect to the Company, also any entity designated by the Board of Directors of the Company in which the
Company or one of its Affiliates has an interest, and, with respect to Kohlberg Kravis Roberts & Co., L.P. ("KKR"), also any Affiliate of any partner of KKR; "Person" shall mean an individual,
partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature;
and "control" shall have the meaning given such term under Rule 405 of the Securities Act of 1933 (the "Securities Act"). 


        The
Company has agreed to sell to the Purchaser, and the Purchaser desires to purchase 43,643 shares of Common Stock (the "Purchase Stock") at a price per share of $5.27. The purchase of
the Purchase Stock will be made on January 2, 2003 (the "Purchase Date"), unless the Company shall notify the Purchaser that the Purchase Date has been extended, in which case the Purchase Date
shall be the date specified in such notice. 


AGREEMENT  


        To implement the foregoing and in consideration of the mutual agreements contained herein, the Parties agree as follows: 


1.    Purchase of Stock. 


        (a)  On
the Purchase Date the Purchaser hereby subscribes for and shall purchase, and the Company will sell to the Purchaser, the Purchase Stock at a purchase price of $5.27
per share (the "Price Per Share") subject to the terms and conditions hereinafter set forth. The Company shall have no obligation to sell any Purchase Stock to any person who (i) is a resident
or citizen of a state or other jurisdiction in which the sale of the Purchase Stock to him would constitute a violation of the securities or "blue sky" laws of such jurisdiction (provided that the
Company shall take all reasonable ministerial actions under such laws to avoid any such violation) or (ii) is not an employee of the Company or one of its Subsidiaries on the Purchase Date. 


        (b)  On
the Purchase Date, in consideration of receipt of the Price Per Share, the Company will deliver to the Purchaser a certificate, registered in the Purchaser's name,
for the Purchase Stock. 


2.    The Purchaser's Representations and Warranties. 


        (a)  The
Purchaser hereby represents and warrants that he is acquiring the Purchase Stock for investment for his own account and not with a view to, or for resale in
connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of any shares of Stock (any such act sometimes referred to herein as a "Transfer," whether voluntary or involuntary) unless such Transfer complies with the terms and conditions of
this Agreement and the Stockholder's Agreement by and among the Purchaser, the Company and Viewer Holdings LLC, dated as of 





 




January 2, 2003 (the "Stockholder's Agreement") and (i) the Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and
regulations in effect thereunder (the "Securities Act") or (ii) (A) counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an
opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an
exemption from registration under the Securities Act and (B) if the Purchaser is a citizen or resident of any country other than the United States, or the Purchaser desires to effect any
Transfer in any such country, counsel for the Purchaser (which counsel shall be acceptable to the Company) shall have furnished the Company with an opinion or other advice satisfactory in form and
substance to the Company to the effect that such Transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the
following Transfers are deemed to be in compliance with this Agreement and no opinion of counsel is required in connection therewith: (x) a Transfer made pursuant to Section 5, 6, 8 or 9
of the Stockholder's Agreement, (y) a Transfer upon the death of the Purchaser to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a
Transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that
it is expressly understood that any such transferee shall be bound by the provisions of the Stockholder's Agreement and (z) a Transfer made after the Purchase Date in compliance with the
federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, his spouse or his lineal descendants (which term shall include adoptive as well as
biological descendants) (the "Purchaser's Trust") or a Transfer made after the third anniversary of the Purchase Date to such a trust by a person who has become a holder of Stock in accordance with
the terms of the Stockholder's Agreement, provided that such Transfer is made expressly subject to the Stockholder's Agreement and that the transferee agrees in writing to be bound by the terms and
conditions thereof. 


        (b)  The
certificate (or certificates) representing the Stock shall bear the following legend: 




"THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE STOCKHOLDER'S AGREEMENT DATED AS OF JANUARY 2, 2003 BY AND AMONG ALLIANCE IMAGING, INC. (THE "COMPANY"), THE PURCHASER NAMED ON THE FACE
HEREOF AND VIEWER HOLDINGS, L.L.C. (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION
OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS, AND
(II) IF THE HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY HAS BEEN FURNISHED
WITH A SATISFACTORY OPINION OR OTHER ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY." 




2





 





        (c)  The
Purchaser acknowledges that he has been advised that (i) the Stock has not been registered under the Securities Act, (ii) the Stock must be held
indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Securities Act or an exemption from registration is
available, (iii) it is not anticipated that there will be any public market for the Stock, (iv) an exemption from registration under Rule 144 promulgated under the Securities Act
is not currently available with respect to the sales of any securities of the Company, and the Company has made no covenant to make such an exemption available (except as provided in
Section 11(b) hereof), (v) when and if shares of Stock may be disposed of without registration in reliance on Rule 144, such disposition can be made only in limited amounts in
accordance with the terms and conditions of such Rule, (vi) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption
under the Securities Act, (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock, and (viii) a notation shall be made in
the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a stock transfer
agent, appropriate stop transfer restrictions will be issued to such transfer agent with respect to the Stock. 


        (d)  If
any shares of Stock are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of
such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale, and, in
the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission. 


        (e)  The
Purchaser agrees that, if any shares of the Common Stock (or securities convertible into or exchangeable for Common Stock) of the Company are offered to the public
pursuant to an effective registration statement under the Securities Act, the Purchaser will not effect any public sale or distribution of any shares of Stock not covered by such registration
statement within 7 days prior to, or within 180 days after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company. 



        (f)    The
Purchaser represents and warrants that (i) he has received and reviewed the public Securities and Exchange Commission filings, including all amendments and
supplements thereto (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and its
Subsidiaries and the business and prospects of the Company and its Subsidiaries which he deems necessary to evaluate the merits and risks related to his investment in the Stock and he has relied
solely on such information. 


        (g)  The
Purchaser further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Stock for an
indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his investment in the Stock,
(iii) all information which he has provided to the Company concerning himself and his financial position is correct and complete as of the date of this Agreement, (iv) he understands and
has taken cognizance of all risk factors related to the purchase of the Stock,
including those set forth in the public documents referred to above, and (v) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits
and risks of his purchase of the Stock as contemplated by this Agreement. 


3.    The Company's Representations and Warranties. 



        The
Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued
and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable. 


3





 



4.    Notice of Change of Beneficiary. 



        Immediately
prior to any transfer of Stock to the Purchaser's Trust, the Purchaser shall provide the Company with a copy of the instruments creating the Purchaser's Trust and with the
identity of the beneficiaries of the Purchaser's Trust. The Purchaser shall notify the Company immediately prior to any change in the identity of any beneficiary of the Purchaser's Trust. 


5.    Recapitalizations, etc. 


        The
provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock, to any and all shares of capital stock of the Company or any capital stock,
partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in exchange for, or in substitution of the Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation
or otherwise. 


6.    The Purchaser's Employment by the Company. 


        Nothing
contained in this Agreement (i) obligates the Company or any Subsidiary of the Company to employ the Purchaser in any capacity whatsoever or (ii) prohibits or
restricts the Company (or any of its Subsidiaries) from terminating the employment, if any, of the Purchaser at any time or for any reason whatsoever, with or without Cause. 


7.    State Securities Laws. 


        The
Company hereby agrees to use its best efforts to comply with all state securities or "blue sky" laws which might be applicable to the sale of the Stock and the issuance of the
Options to the Purchaser. 


8.    Binding Effect. 


        The
provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns. In the
case of a transferee permitted under Section 2(a) hereof, such transferee shall be deemed the Purchaser hereunder; provided, however, that no transferee (including without limitation,
transferees referred to in Section 2(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking to become bound by
the terms of the Stockholder's Agreement. 


9.    Amendment. 


        This
Agreement may be amended only by a written instrument signed by the Parties hereto. 


10.    Applicable Law. 


        The
laws of the state of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles
of conflicts of law. Any suit, action or proceeding against the Purchaser, with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court
of competent jurisdiction in the State of Delaware, and the Purchaser hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding
or judgment. By the execution and delivery of this Agreement, the Purchaser appoints the Secretary of the Company, at its principal office, as his agent upon which process may be served in any such
suit, action or proceeding. Service of process upon such agent, together with notice of such service given to the Purchaser in the manner provided in Section 14 hereof, shall be deemed in every
respect effective service of process upon him in any suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of the Company to serve any such writs, process or
summonses in any other manner permitted by applicable 


4





 




law or to obtain jurisdiction over the Purchaser, in such other jurisdictions and in such manner, as may be permitted by applicable law. The Purchaser hereby irrevocably waives any objections which
he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or
relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before
any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Delaware, and the Purchaser hereby irrevocably waives any right which he may otherwise have
had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose
of any such suit, action or proceeding. 


11.    Assignability of Rights by the Company. 


        The
Company shall have the right to assign any or all of its rights or obligations. 


12.    Limited Liability of Members of Acquisition. 


        Notwithstanding
any other provision of this Agreement, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement or any of the
transactions contemplated hereby shall be had against any current or future director, officer, employee, general or limited partner or member, of KKR, or any of the foregoing, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of, or any current or future member of KKR or any current or future
director, officer, employee, general or limited partner, member, assignee or affiliate of any of the foregoing, as such for any obligation of KKR under this Agreement or any documents or instruments
delivered in connection with this Agreement or any of the transactions contemplated hereby or for any claim based on, in respect of or by reason of such obligations or their creation. 


13.    Miscellaneous. 


        In
this Agreement (i) all references to "dollars" or "$" are to United States dollars and (ii) the word "or" is not exclusive. If any provision of this Agreement shall be
declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect. 


14.    Notices. 


        All
notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered by hand (whether by overnight courier or otherwise)
or sent by registered or certified mail, return receipt requested, postage prepaid, to the Party to whom it is directed: 


        (a)  If
to the Company, to it at the following address: 




Alliance
Imaging, Inc.

1900 S. State College Blvd., Ste. 600

Anaheim, CA 92806



Attention: General Counsel 




5





 





        (b)  If
to the Purchaser, to him at his most recent address as reflected in the Company's records, or at such other address as the Party shall have specified by notice in
writing to the other Parties in accordance with this Section 14. 


[signature
page follows] 


6





 

        IN
WITNESS WHEREOF, the Parties have executed this Stock Subscription Agreement as of the date first above written. 



	 	 	ALLIANCE IMAGING, INC.
	

 	
 	

By:	

/s/  RUSSELL D. PHILLIPS, JR.      

	 	 	Its:	Executive Vice President

General Counsel and Secretary
	

 	
 	
THE PURCHASER
	

 	
 	

/s/  PAUL S. VIVIANO      
 Paul S. Viviano




7