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                                                                EXHIBIT 10.5


                             ALLIANCE IMAGING, INC.


                      DIRECTORS' DEFERRED COMPENSATION PLAN


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                             ALLIANCE IMAGING, INC.

                      DIRECTORS' DEFERRED COMPENSATION PLAN




                               TABLE OF CONTENTS

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                                                                            Page
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ARTICLE I   DEFINITIONS........................................................1

ARTICLE II  ELECTION TO DEFER..................................................2

ARTICLE III DEFERRED COMPENSATION ACCOUNTS.....................................3

ARTICLE IV  PAYMENT OF DEFERRED COMPENSATION...................................4

ARTICLE V   ADMINISTRATION.....................................................4

ARTICLE VI  AMENDMENT OF PLAN..................................................5

APPENDIX A  ...................................................................6

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                                    ARTICLE I

                                   DEFINITIONS

1.1   "Affiliate" shall mean, with respect to the KKR Partnership, or the
      Company any entity directly or indirectly controlling, controlled
      by, or under common control with the KKR Partnership or the Company.

1.2   "Board" shall mean the Board of Directors of the Company.

1.3   "Book Value" shall mean the "Book Value Per Share" as defined in the
      Stockholder's Agreement.

1.4   "Cash Account" shall mean the account created by the Company pursuant
      to Article III of this Plan in accordance with an election by a
      Director to receive deferred cash compensation under Article II hereof.

1.5   "Change of Control" means (a) (i) sales of all or substantially all of
      the assets of the Company to a Person who is not an Affiliate of the
      KKR Partnership, (ii) a sale by the KKR Partnership or any of its
      respective Affiliates resulting in more than 50% of the voting stock of
      the Company being held by a Person or group that is not an Affiliate of
      the KKR Partnership, or any of their respective Affiliates or (iii) a
      merger or consolidation of the Company into another Person which is not
      an Affiliate of the KKR Partnership; (b) if and only if any such event
      results in the inability of the KKR Partnership or any of its
      Affiliates to elect a majority of the Board of Directors of the Company
      (or the resulting entity).

1.6   "Common Stock" shall mean the common stock of the Company, par value $.01.

1.7   "Company" means Alliance Imaging, Inc.

1.8   "Director" shall mean a member of the Board who is not an employee of
      the Company or any of its subsidiaries.

1.9   "Fees" shall mean amounts earned for serving as a member of the Board,
      including any committees of the Board.

1.10  "KKR Partnership" shall mean the KKR 1996 Fund L.P., an affiliate of
      Kohlberg Kravis Roberts & Co. L.P.

1.11  "Person" shall mean an individual, partnership, corporation, business
      trust, joint stock company, trust, unincorporated association, joint
      venture, governmental authority or other entity of whatever nature.

1.12  "Phantom Share" shall mean a notional amount credited to the Stock
      Account of a Director, which is equivalent to the value of one share of
      Common Stock, determined in accordance with the terms of this Plan.



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1.13  "Plan" shall mean this Directors' Deferred Compensation Plan as it may
      be amended from time to time.

1.14  "Stock Account" shall mean the account created by the Company pursuant
      to Article III of this Plan in accordance with an election by a
      Director to receive stock-based compensation under Article II hereof.

1.15  "Stockholder's Agreement" shall mean the form of the agreements entered
      into as of November 2, 1999 by and between the Company, Viewer Holdings
      LLC, a Delaware limited liability company, and certain members of the
      management of the Company.

1.16  "Stock Value" shall mean, per share, for any given day, (i) if the
      Common Stock of the Company is not publicly traded, the "Initial Price
      Per Share" as defined in the Stockholder's Agreement plus any (positive
      or negative) change in the Book Value from the date the KKR Partnership
      made its initial investment in Common Stock through the day in
      question, and (ii) if the Common Stock of the Company is publicly
      traded, the closing price of the Company's Common Stock as reported on
      the exchange upon which such Common Stock is listed on such day or, if
      the closing price is not available for the Common Stock on a date in
      question, then the next preceding practicable date for which such
      closing price is available.

1.17  "Year" shall mean calendar year.


                                   ARTICLE II

                                ELECTION TO DEFER

2.1   A Director may elect, on or before December 31 of any Year, to defer
      payment of all or a specified part of all Fees earned during the Year
      following such election and in any succeeding Years (until the Director
      ceases to be a Director); PROVIDED, HOWEVER, that with respect to Year
      2000 a Director may elect, within thirty (30) days after adoption of
      this Plan, to defer all or a specified part of all Fees payable on or
      after the date of adoption of this Plan. Any person who shall become a
      Director during any Year, and who was not a Director of the Company on
      the preceding December 31, may elect, no later than seven (7) days
      after the Director's term begins, to defer payment of all or a
      specified part of such Fees payable during the remainder of such Year
      and for any succeeding Years. Any Fees deferred pursuant to this
      Paragraph shall be paid to the Director at the time(s) and in the
      manner specified in Article IV hereof, as designated by the Director.

2.2   The election to participate in the Plan and manner of payment shall be
      designated by submitting a letter in the form attached hereto as
      Appendix A to the Secretary of the Company.

2.3   The election shall continue from Year to Year unless the Director
      terminates it by written request delivered to the Secretary of the
      Company prior to the commencement of the Year for which the termination
      is first effective.


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                                   ARTICLE III

                         DEFERRED COMPENSATION ACCOUNTS

3.1   The Company shall maintain separate memorandum accounts for the Fees
      deferred by each Director.

3.2   The Company shall credit, on the date Fees would otherwise become
      payable, to the Cash Account of each Director the deferred portion of
      any Fees due the Director as to which an election to defer such Fees
      into the Cash Account has been made.

3.3   On the first day of each quarter, the Company shall credit the Cash
      Account of each Director with interest calculated on the basis of the
      balance in such account on the first day of each month of the preceding
      quarter at a rate equal to the three month $US LIBOR rate plus 225
      basis points as in effect from time to time.

3.4   The Company shall credit, on the date Fees would otherwise become
      payable, the Stock Account of each Director with the number of Phantom
      Shares that is equal to the quotient of (a) the deferred portion of any
      Fees due to the Director as to which an election to defer such Fees
      into the Stock Account has been made, DIVIDED by (b) the Stock Value.
      For purposes of this Section 3.4, the Stock Value shall be determined
      on the date Fees would otherwise have been paid.

3.5   The Company shall credit, on the date that any dividends are paid with
      respect to Common Stock, the Stock Account of each Director who has
      elected to defer Fees with the number of Phantom Shares that is equal
      to the quotient of (a) the cash dividends payable on the number of
      shares of Common Stock represented in each Director's Stock Account,
      DIVIDED by (b) the Stock Value on such dividend payment date. If
      adjustments are made to the outstanding shares of Common Stock as a
      result of split-ups, recapitalizations, mergers, consolidations and
      other business combinations, an appropriate adjustment also will be
      made in the number of Phantom Shares credited to the Director's Stock
      Account.

3.6   For purposes of this Plan, the value of each Phantom Share shall be
      computed to three decimal places.

3.7   Fees deferred in the form of cash (and the interest payable thereon)
      shall be held in the general assets of the Company and no separate fund
      or trust shall be created or moneys set aside on account of the Cash
      Account. Further, the Company shall not be required to acquire,
      reserve, segregate, or otherwise set aside shares of its Common Stock
      for the payment of its obligations, if any, with respect to the Stock
      Account, but shall make available as and when required a sufficient
      number of shares of its Common Stock to meet the needs of the Plan.

3.8   Nothing contained herein shall be deemed to create a trust of any kind
      or any fiduciary relationship. To the extent that any person acquires a
      right to receive payments from the Company under the Plan, such right
      shall be no greater than the right of any unsecured general creditor of
      the Company.


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3.9   The right to receive Common Stock at a later date shall not entitle any
      person to rights of a stockholder with respect to such Common Stock
      unless and until shares of Common Stock have been issued to such person
      pursuant to Article IV hereof.

                                   ARTICLE IV

                        PAYMENT OF DEFERRED COMPENSATION

4.1   Amounts contained in a Director's Cash Account and/or Stock Account
      shall be distributed as the Director's election (made pursuant to
      Section 2.2) shall provide. Amounts credited to a Director's Stock
      Account shall be paid, as the Director's election shall provide, in
      shares of Common Stock or in cash (in an amount equal to the product of
      (a) the number of full Phantom Shares reflected as being held in the
      Director's Stock Account and (b) the then Stock Value) to the Director
      upon distribution. If paid in Common Stock, a cash payment shall be
      made in respect of any fractional shares of Common Stock, with such
      cash payment being valued using the Stock Value on the date of
      settlement of the Director's Cash and Stock Accounts. Any share of
      Common Stock issued to a Director shall contain such restrictive
      legends limiting the transferability of such shares as the Company's
      counsel shall advise.

4.2   Each Director shall have the right to designate a beneficiary who is to
      succeed to his or her right to receive payments hereunder in the event
      of death. Any designated beneficiary shall receive payments in the same
      manner as the Director if he or she had lived. In case of a failure of
      designation or the death of a designated beneficiary without a
      designated successor, the balance of the amounts contained in the
      Director's Cash Account and/or Stock Account shall be paid, in
      accordance with Section 4.1, to the Director's or former Director's
      estate in full on the first day of the Year following the Year in which
      he or she dies. No designation of beneficiary or change in beneficiary
      shall be valid unless it is in writing signed by the Director and filed
      with the Secretary of the Company.

4.3   Notwithstanding the foregoing, in the event of a Change of Control, a
      Director shall become entitled to a full distribution of the Director's
      Cash Account and/or Stock Account, payable in a lump sum within 30 days
      following the Change in Control. In such event, with respect to the
      Director's Stock Account, the "Stock Value" shall mean the price per
      share paid in cash to, or the value of any consideration received by,
      each holder of the Common Stock in the transaction resulting in the
      Change of Control.

                                    ARTICLE V

                                 ADMINISTRATION

5.1   The Company shall administer the Plan at its expense. All decisions
      made by the Company with respect to issues hereunder shall be final and
      binding on all parties.


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5.2   Except to the extent required by law, the right of any Director or any
      beneficiary to any benefit or to any payment hereunder shall not be
      subject in any manner to attachment or other legal process for the
      debts of such Director or beneficiary, and any such benefit or payment
      shall not be subject to alienation, sale, transfer, assignment or
      encumbrance.

                                   ARTICLE VI

                                AMENDMENT OF PLAN

6.1   The Plan may be amended, suspended or terminated in whole or in part
      from time to time by the Board except that no amendment, suspension, or
      termination shall apply to the payment to any Director or beneficiary
      of a deceased Director of any amounts previously credited to a
      Director's Cash Account and/or Stock Account.


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                                   APPENDIX A




                                                       Date ____________________


------------------
Corporate Secretary
Alliance Imaging, Inc.
---------------------
-------------, ------------------

Dear Mr. ________________:

     Pursuant to the Alliance Imaging, Inc. Directors' Deferred Compensation
Plan, as amended to date (the "Plan"), I hereby elect to defer receipt of all or
a portion of the amounts I earn for serving as a member of the Board, including
any committees of the Board ("Fees") payable on or after [April __, 2000] and
for succeeding calendar years commencing January 1, 2001 in accordance with the
percentages indicated below.

     I elect to have my Fees credited as follows (fill in appropriate
percentages for options a, b and c, below):

     (a) ________% of the aggregate Fees shall be credited to my Cash Account as
defined in the Plan;

     (b) ________% of the aggregate Fees shall be credited to my Stock Account
as defined in the Plan;

     (c) ________% of the aggregate Fees shall not be deferred, but shall be
paid to me directly as they accrue.

     Further, I elect to receive the payments pursuant to the Plan (check method
desired, below):

     _______ in one lump sum

     _______ in ______ equal annual installments

     In addition, I elect to receive the payments of the balance credited to my
Stock Account (check method desired, below) in the form of:

     _______ cash

     _______ stock.

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     Lastly, I elect that my Cash Account and/or Stock Account shall become
payable [CHOOSE ONE OF THE FOLLOWING A. on the first day of January or as soon
thereafter as is practicable following my retirement or separation from the
Board, OR B. [insert any other payment schedule] and in any event in a lump sum
payment within 30 days after the occurrence of a Change in Control (as defined
in the Plan).

     In the event of my death prior to receipt of all or any balance of such
fees and interest or dividends thereon so accumulated, I designate
_________________________ as my beneficiary to receive the funds so accumulated.

                                                          Very truly yours,


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         AMENDMENT NO. 1 TO DIRECTORS' DEFERRED COMPENSATION PLAN


This Amendment No. 1 modifies the Alliance Imaging, Inc. Directors' Deferred
Compensation Plan (the "Plan"). Terms not defined herein shall have the
meanings ascribed to them in the Plan.

The provisions of this Amendment shall become effective as of January 1, 2001
(the "Effective Date").

Section 1.16 of the Plan shall be replaced in its entirety and shall read as
follows:

1.16  "Stock Value" shall mean, per share, for any given day, (i) if the
Common Stock of the Company is not publicly traded, the fair market value as
reasonably determined in good faith by the officers of the Company, and (ii)
if the Common Stock of the Company is publicly traded, the closing price of
the Company's Common Stock as reported on the exchange upon which such Common
Stock is listed on such day or, if the closing price is not available for the
Common Stock on a date in question, then the next preceding practicable date
for which such closing price is available.

Except as provided for above, no other change, amendment or modification of
the Plan is hereby intended or implied.