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                                                                 EXHIBIT 10.6(e)


                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (this "AGREEMENT"), dated as of April 24, 2000,
by and between ALLIANCE MEDICAL CORPORATION, a Delaware corporation ("PLEDGOR"),
and IMPERIAL BANK, a California banking corporation ("LENDER").

                                    RECITALS

         A.       Pledgor is the record and beneficial owner of a Certificate of
Deposit issued by Lender (the "Bank") on October 15, 1999 in the amount of
$500,000.00.

         B.       Lender and Pledgor have entered into a Credit and
Reimbursement Agreement, dated of even date hereof (as at any time amended,
modified or supplemented the "CREDIT AGREEMENT"), pursuant to which Lender has
made or agreed to make loans and other financial accommodations to Pledgor for
such purposes as are provided in the Credit Agreement. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.

         C.       As a condition precedent to the making of the Loans under the
Credit Agreement and to induce Lender to advance the funds representing the
Loans, and as security for the payment and performance of all of the Obligations
under the Credit Agreement, Pledgor has agreed to execute and deliver to Lender
this Agreement, and to pledge to Lender and grant to Lender a security interest
in the CD, upon and subject to the terms and conditions of this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and to induce Lender
to make the Loans under the Credit Agreement, it is agreed as follows:

         1.       DEFINITIONS. The following terms wherever used in this
Agreement shall have the following meanings, respectively:

                  "AGREEMENT." This Pledge Agreement, including all amendments,
modifications and supplements and any exhibits or schedules to any of the
foregoing, as may be in effect from time to time.

                  "CD." The certificate of deposit issued to Pledgor by Imperial
Bank on October 15, 1999, in the principal amount of $500,000.00.

                  "DEFAULT." As provided in the Credit Agreement.

                  "EVENT OF DEFAULT." As provided in the Credit Agreement.

                  "CREDIT AGREEMENT." As defined in Recital B hereof.

                  "LOAN DOCUMENTS." The Credit Agreement, the Revolving Credit
Promissory Note (Facility A), the Term Loan Promissory Note-Facility B (Computer
Equipment), Term


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Loan Promissory Note-Facility B (Non-Computer Equipment), the Security
Agreement, this Agreement, and all other Related Documents, and all other
instruments and documents now existing or hereafter executed by Pledgor or any
other third party pledgors in connection with the Loans or otherwise for the
benefit of Lender.

                  "OBLIGATIONS." As defined in the Credit Agreement.

                  "PLEDGED COLLATERAL." As provided in Section 2 hereof.

         2.       PLEDGE. Pledgor hereby pledges to Lender and grants to Lender
a first priority security interest in the CD (including, but not limited to, the
principal amount thereof and all interest and other earnings thereon) and all
cash, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for the CD (all
of which is herein referred to as the "PLEDGED COLLATERAL").

         3.       SECURITY FOR OBLIGATIONS. This Agreement secures, and the
Pledged Collateral is security for, the prompt payment in full when due, whether
at stated maturity, by acceleration or otherwise, and the prompt performance of
the Obligations.

         4.       DELIVERY OF CD. The certificate or certificates and all other
documents representing or evidencing the CD shall be delivered to and held by or
on behalf of Lender pursuant to this Agreement and shall be accompanied by duly
executed instruments of transfer or endorsements, in the form and substance
acceptable to Lender. Pledgor agrees that so long as the Obligations have not
been satisfied in full, (a) Lender shall exercise exclusive dominion and control
over the instruments evidencing the Pledged Collateral and the funds represented
by such instruments, (b) Pledgor shall have no right to require any disbursement
of the funds represented by the CD, and (c) the terms of the CD may not be
amended or modified without the written consent of Lender. From and after the
occurrence of a Default under the Loan Documents, Lender shall have the right,
at any time in its discretion and without notice to Pledgor, to transfer to or
to register in the name of Lender or any of its nominees any or all of the
Pledged Collateral, it being agreed, however, that any such transfer to or
registration in the name of Lender shall not effect a defeasance of Pledgor's
title thereto unless and until Lender shall have foreclosed or realized upon its
security interest in the CD. In addition, Lender shall have the right at any
time to exchange certificates or instruments representing or evidencing the CD
for certificates or instruments of smaller or larger denominations.

         5.       REPRESENTATIONS AND WARRANTIES. Pledgor represents and
warrants to Lender (and at all times prior to the payment and performance in
full of the Obligations shall be deemed to represent and warrant) that:

                  (a)      Pledgor is, and at the time of delivery of the CD to
Lender pursuant to Section 4 hereof and at all other times prior to the payment
and performance of the Obligations will be, the sole holder of record and the
sole beneficial owner of the Pledged Collateral free and clear of all claims,
liens, security interests and encumbrances thereon or affecting the title
thereto except for the pledge and security interest created by this Agreement;



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                  (b)      Pledgor has the right and requisite power and
authority to pledge, assign, transfer, deliver, deposit and set over the Pledged
Collateral to Lender and to grant Lender a security interest therein as provided
by this Agreement;

                  (c)      No consent, approval, authorization or other order of
any Person is required for the execution and delivery of this Agreement or the
delivery of the Pledged Collateral to Lender as provided herein which has not
been obtained;

                  (d)      The pledge, assignment and delivery to Lender of the
Pledged Collateral pursuant to this Agreement will create a valid first priority
lien on and a first priority perfected security interest in the Pledged
Collateral, and all proceeds thereof, securing the payment and performance of
the Obligations;

                  (e)      The scheduled maturity date of the CD is October 14,
2000.

                  (f)      This Agreement has been duly authorized, executed and
delivered by Pledgor and constitutes a legal, valid and binding obligation of
Pledgor enforceable in accordance with its terms;

                  (g)      Pledgor is not and will not become insolvent nor
unable to pay its debts as they become due as a result of its execution and
delivery of this Agreement. Pledgor will realize substantial economic benefits
by reason of the Loans to Pledgor; and this Agreement is an essential part of
the consideration to Lender to advance the Loans and to enter into the Loan
Documents,

         6.       COVENANTS. Pledgor covenants to and agrees with Lender that
until the Obligations are paid and satisfied in full:

                  (a)      Without the prior written consent of Lender, Pledgor
will not sell, assign, transfer, pledge, or otherwise encumber any of its rights
in or to the Pledged Collateral or any unpaid distributions or payments with
respect thereto, or grant or permit any lien on, security interest in, or
encumbrance against the Pledged Collateral;

                  (b)      Pledgor will, at its expense, promptly execute,
acknowledge and deliver all such instruments and take all such action as Lender
from time to time may reasonably request in order to ensure to Lender the
benefits of the pledge and the security interest in and to the Pledged
Collateral intended to be created by this Agreement;

                  (c)      Pledgor has and will defend the title to the Pledged
Collateral and the security interest hereby granted to Lender therein against
the claim of any Person and will maintain and preserve such security interest
until the Obligations are paid and satisfied in full;

                  (d)      So long as the Obligations have not been satisfied in
full, Pledgor will, upon the maturity of the CD, cause the funds evidenced by
the CD to be reinvested in a certificate of deposit upon commercially reasonable
terms;

                  (e)      Pledgor will, upon obtaining any additional
certificates of deposit in replacement of or substitution for the CD, whether
arising from the maturity of the CD or


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otherwise, which are not already Pledged Collateral, promptly (and in any event
within three (3) Business Days) deliver to Lender such certificates; and

                  (f)      Pledgor shall pay when due all claims, taxes,
assessments, and other charges which may be levied or assessed or granted
against the Pledged Collateral. If Pledgor fails to pay any claims, taxes,
assessments or charges, or fails to keep all the Pledged Collateral free from
claims, security interests, and encumbrances or claims, Lender may advance the
monies necessary to pay the same and they shall become part of the Obligations.

         7.       DEFAULTS AND REMEDIES.

                  (a)      If an Event of Default has occurred Lender shall have
the right, in its discretion (subject only to applicable requirements of law),
to apply the Pledged Collateral to the Obligations, to sell such Pledged
Collateral or part thereof by private sale in such manner and under such
circumstances as Lender may deem necessary or advisable, and exercise any
additional remedies available to it under the Loan Documents;

                  (b)      If an Event of Default has occurred Lender shall have
the right, at its sole option, to retain the Pledged Collateral in satisfaction
of the Obligations by sending written notice of such election to Pledgor, but
unless such written notice is sent by Lender as aforesaid, retention of the
Pledged Collateral shall not be in satisfaction of any obligation hereunder;

                  (c)      Pledgor agrees that it will not interfere with any
right, power and remedy of Lender provided for in this Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by Lender of any one or more of such
rights, powers or remedies. No failure or delay on the part of Lender to
exercise any such right, power or remedy and no notice or demand which may be
given to or made upon Pledgor by Lender with respect to any such remedies shall
operate as a waiver thereof or limit or impair Lender's right to take any action
or to exercise any power or remedy hereunder, without notice or demand, or
prejudice its rights as against Pledgor in any respect;

                  (d)      In addition to the rights and remedies set forth in
this Agreement, Lender shall have the right to exercise any one or more of the
rights and remedies of a secured creditor under the UCC. All rights and remedies
available to Lender hereunder shall be cumulative and in addition to any and all
other rights and remedies otherwise available to it at law, in equity or
otherwise, and any one or more of such rights and remedies may be exercised
simultaneously or successively;

                  (e)      Pledgor further agrees that a breach of any of the
covenants contained in this Section 7 will cause irreparable injury to Lender,
that Lender has no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 7
shall be specifically enforceable against Pledgor, and Pledgor hereby waives and
agrees not to assert any defenses against any action for specific performance of
such covenants;

                  (f)      No delay on the part of Lender in exercising any
power of sale, option or other rights hereunder or under the Loan Documents, and
no notice or demand which may be given to or made upon Pledgor by Lender with
respect to any power of sale, option or other right


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hereunder, shall constitute a waiver thereof, or limit or impair Lender's right
to take any action or to exercise any power of sale, option or any other right
hereunder, without notice or demand, or prejudice Lender's rights as against
Pledgor in any respect.

         8.       APPLICATION OF PROCEEDS. Any cash held by Lender as Pledged
Collateral and all cash proceeds received by Lender in respect of any sale of,
liquidation of, or other realization upon all or any part of the Pledged
Collateral shall be applied by Lender as follows:

                  (a)      First, to the payment of the reasonable costs and
expenses of such sale, including reasonable counsel fees, and all expenses,
liabilities and advances made or incurred by Lender in connection therewith;

                  (b)      Next, to the payment of the Obligations, all in
accordance with the terms and provisions of the Credit Agreement and the other
Loan Documents; and

                  (c)      Finally, after payment and satisfaction in full of
all Obligations, to the payment to Pledgor, or its successors or assigns, or as
a court of competent jurisdiction may direct, of any surplus then remaining from
such proceeds.

         9.       WAIVERS. Pledgor hereby waives:

                  (a)      Any act or event that might otherwise discharge,
reduce, limit or modify Pledgor's obligations under this Agreement or any other
Loan Document, except for the gross negligence or willful misconduct of Lender
(as determined by a final, non-appealable judgment of a court of competent
jurisdiction);

                  (b)      All statutes of limitations as a defense to any
action or proceeding brought against Pledgor or the Pledged Collateral by
Lender, to the fullest extent permitted by law;

                  (c)      Any right Pledgor may have to require Lender to
proceed against or exhaust any security held for the Obligations, or pursue any
other remedy in Lender's power to pursue;

                  (d)      The benefits of the provisions of Arizona Revised
Statutes Sections 12-1641 et seq. and Rule 17(f) of the Arizona Rules of Civil
Procedure for the Superior Courts of Arizona, which set forth certain rights and
obligations among guarantors, debtors and creditors, to the extent applicable;

                  (e)      Any defense based on any waiver, extension,
modification, forbearance, delay or other act or omission of Lender, or its
failure to proceed promptly or otherwise as against Pledgor, any other
guarantors of the Obligations or any security for the Obligations;

                  (f)      Any defense based on: (i) any legal disability of
Pledgor, (ii) any release, discharge, modification, impairment, or limitation of
the liability of Pledgor to Lender from any cause, whether consented to by
Lender or arising by operation of law or from any bankruptcy or other insolvency
proceeding, in or out of court or, (iii) any rejection or disaffirmance of the
Obligations, or any part of them, or any security held for the Obligations, in
any such bankruptcy or insolvency proceeding;



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                  (g)      Any defense based on any action taken or omitted by
Lender in any bankruptcy or other insolvency proceeding involving Pledgor,
including any election to have Lender's claim allowed as being secured,
partially secured or unsecured, any extension of credit by Lender to Pledgor in
any bankruptcy or other insolvency proceeding, and the taking and holding by
Lender of any security for any such extension of credit;

                  (h)      Any defense based upon any action, omission, or
circumstance that might increase the likelihood that any Pledged Collateral
pledged by Pledgor may be foreclosed upon by Lender or that might affect the
rights or remedies of Pledgor;

                  (i)      Any defense based upon any dealings occurring at any
time between Pledgor and Lender, whether relating to the Obligations or
otherwise;

                  (j)      All presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance and of the existence, creation, or incurring of new or additional
indebtedness of Pledgor, and demands and notices of every kind, except for any
demand or notice by Lender to Pledgor expressly provided for in the Loan
Documents;

                  (k)      Any defense based on or arising out of any defense
that Pledgor may have to the payment or performance of the Obligations or any
part of them;

                  (l)      All rights of subrogation, reimbursement,
indemnification, contribution, and any other rights to collect reimbursement for
any sums paid to Lender, whether contractual or arising by operation of law
(including the United States Bankruptcy Code or any successor or similar
statute), or otherwise, all rights to enforce any remedy that Lender may have
against Pledgor, and all rights to participate in any security now or later to
be held by Lender for the Obligations;

                  (m)      Any homestead or exemption rights; and

                  (n)      Any benefit of any statutory provision limiting the
right of Lender to recover a deficiency judgment, or to otherwise proceed,
against any person or entity obligated for payment of the Obligations, after any
trustee's sale, any judicial foreclosure sale or any personal property sale of
any security for the Obligations under a mortgage or deed of trust.

         10.      RIGHTS AND DEFENSES.

                  (a)      Subrogation and Reimbursement. Pledgor waives the
Pledgor's rights of subrogation and reimbursement and any other rights and
defenses available to Pledgor, including: (i) any defenses Pledgor may have to
this Agreement obligation by reason of an election of remedies by Lender; and
(ii) any rights or defenses Pledgor may have by reason of protection afforded to
Pledgor pursuant to any antideficiency or other laws limiting or discharging
Pledgor' s indebtedness.

                  (b)      Other. No provision or waiver in this Section 10
shall be construed as limiting the generality of any other waiver contained in
this Agreement.



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         11.      ASSIGNMENT. Lender may assign, endorse or transfer any
instrument evidencing all or any part of the Obligations, and in accordance with
the Credit Agreement and any successor holder of such instrument shall be
entitled to the benefits of this Agreement.

         12.      TERMINATION. Immediately following the full payment and
satisfaction of all Obligations, Lender shall deliver to Pledgor the Pledged
Collateral at the time subject to this Agreement and all instruments of
assignment executed in connection therewith, free and clear of the pledge and
security interest created hereby and, except as otherwise provided herein, all
of Pledgor's obligations hereunder shall at such time terminate.

         13.      SECURITY INTEREST. All rights of Lender hereunder, and all
obligations of Pledgor hereunder, shall be absolute and unconditional
irrespective of:

                  (a)      any lack of validity or enforceability of the Credit
Agreement or any of the other Loan Documents or any other agreement or
instrument governing or evidencing the Obligations;

                  (b)      any change in the time, manner or place of payment
of, or in any other term of, all or any part of the Obligations, or any other
amendment or waiver of or any consent to any departure from the Credit Agreement
or any of the other Loan Documents or any other agreement or instrument
governing or evidencing the Obligations;

                  (c)      any exchange, release or nonperfection of any other
collateral, or any release or amendment or waiver of or consent to departure
from any guaranty, for all or any of the Obligations; or

                  (d)      any other circumstances which might otherwise
constitute a defense available to, or a discharge of, Pledgor.

         14.      RELEASE. Pledgor consents and agrees that Lender may at any
time, or from time to time, in its discretion exchange, release and/or surrender
all or any of the Pledged Collateral, or any part(s) thereof, by whomsoever
deposited which is now or may hereafter be held by Lender in connection with all
or any of the Obligations; all in such manner and upon such terms as Lender may
deem proper, and without notice to or further assent from Pledgor, it being
hereby agreed that Pledgor shall be and remain bound by this Agreement,
irrespective of the existence, value or condition of any of the Pledged
Collateral, and notwithstanding any such change, exchange, settlement,
compromise, surrender, release, renewal or extension, and notwithstanding also
that the Obligations may, at any time(s) exceed the aggregate principal amount
thereof set forth in the Credit Agreement and the other Loan Documents. Pledgor
hereby waives notice of acceptance of this Agreement, and also presentment,
demand, protest and notice of dishonor of any and all of the Obligations, and
promptness in commencing suit against any part hereto or liable hereon, and in
giving any notice to or of making any claim or demand hereunder upon Pledgor. No
act or omission of any kind on Lender's part shall in any event affect or impair
this Agreement.

         15.      INDEMNIFICATION. Pledgor agrees to indemnify, defend and hold
Lender harmless for, from and against any taxes, liabilities, claims and
damages, including attorneys' fees, disbursements and court costs, and other
expenses incurred or arising by reason of the taking or


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the failure to take action by Lender, in good faith, in respect of any
transaction effected under this Agreement or in connection with the pledge and
security interest provided for herein. including, without limitation, any taxes
payable in connection with the delivery or registration of any of the Pledged
Collateral as provided herein. Whether or not the transactions contemplated by
this Agreement shall be consummated, Pledgor agrees to pay to Lender all
reasonable out-of-pocket costs and expenses incurred, in good faith, in
connection with this Agreement and all fees, expenses and disbursements, and the
fees of Lender's agents or representatives, incurred in connection with the
execution and delivery of this Agreement and the performance by Lender of the
provisions of this Agreement and of any transactions effected in connection with
this Agreement. The obligations of Pledgor under this Section 15 shall survive
the payment and discharge in full of all the Obligations.

         16.      REINSTATEMENT. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
Pledgor for liquidation or reorganization, should Pledgor become insolvent or
make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of Pledgor's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Obligations, or any part thereof is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Obligations, whether as a "voidable preference,"
"fraudulent conveyance," or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part hereof, is
rescinded, reduced, restored or returned, the Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.

         17.      MISCELLANEOUS.

                  (a)      Pledgor agrees to promptly reimburse Lender for
actual out-of-pocket expenses, including, without limitation, reasonable counsel
fees, incurred by Lender in connection with the administration and enforcement
of or redemption or exercise of Lender's rights under this Agreement.

                  (b)      Neither Lender nor any of its officers, directors,
employees, agents or counsel shall be liable for any action lawfully taken or
omitted to be taken by it or them hereunder or in connection herewith, except
for its or their own gross negligence or willful misconduct.

                  (c)      This Agreement shall be binding upon Pledgor and its
successors and assigns, and shall inure to the benefit of, and be enforceable
by, Lender and its successors and assigns, and none of the terms or provisions
of this Agreement may be waived, altered, modified or amended except in writing
duly signed for and on behalf of Lender and Pledgor.

                  (d)      Pledgor hereby appoints Lender as its true and lawful
attorney-in-fact, with full power of substitution to do the following: (i) to
demand, collect, receive, receipt for, sue and recover all sums of money or
other property which may now or hereafter become due, owing or payable from the
Collateral; (ii) to execute, sign and endorse any and all claims, instruments,
receipts, checks, drafts or warrants issued in payment for the Pledged
Collateral; (iii) to settle or compromise any and all claims arising under the
Collateral, and, in the place and stead of


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Pledgor to execute and deliver its release and settlement for the claim; (iv) to
file any claim or claims or to take any action or institute or take part in any
proceedings, either in its own name or in the name of Pledgor, or otherwise,
which in the sole and absolute discretion of Lender may seem to be necessary or
advisable; and (v) to execute any documents necessary to perfect or continue the
Security Interest. The powers granted in clauses (i), (ii), (iii) and (iv) may
only be exercised by Lender after the occurrence of a Default or an Event of
Default. This power is a power coupled with an interest and is given as security
for the Obligations, and the authority hereby conferred is and shall be
irrevocable and shall remain in full force and effect until renounced by Lender.

                  (e)      Without notice or demand, without affecting the
obligations of Pledgor hereunder, and without affecting the security interest
created hereby or the priority thereof, Lender, from time to time, may: (i)
extend the time for payment of all or any part of the Obligations, accept a
renewal note therefor, reduce the payments thereon, release any person liable
for all or any part thereof, or otherwise change the terms of all or any part of
the Obligations; (ii) take and hold other security for the payment or
performance of the Obligations and enforce, exchange, substitute, subordinate,
waive or release any such security; (iii) join in any extension or subordination
agreement; or (iv) release any part of the Collateral from the security
interest.

         18.      AUTHORIZATION TO LENDER, ACCOMMODATION PROVISIONS. Pledgor
authorizes Lender to perform any and all of the following acts at any time in
Lender's sole discretion, all without notice to Pledgor and without effecting
Lender's rights or Pledgor's Obligations under this Agreement:

                  (a)      Lender may take and hold security for the
Obligations, accept additional or substituted security for the Obligations, and
subordinate, exchange, enforce, waive, release, compromise, fail to perfect,
sell or otherwise dispose of any such security;

                  (b)      Except to the extent specifically prohibited by law,
Lender may direct the order and manner of any sale of all or any part of any
security now or later to be held for the Obligations, and Lender may also bid at
any such sale;

                  (c)      In addition to the Obligations, Lender may extend
other credit to Pledgor, and may take and hold security for the credit so
extended, all without affecting Pledgor's obligations under this Agreement or
any other Loan Document;

                  (d)      Lender may substitute, add or release any one or more
guarantors or endorsers of the Obligations; and

                  (e)      Lender may apply any payments or recoveries from
Pledgor or any other source, and any proceeds of any security, to Pledgor's
obligations under the Loan Documents in such manner, order and priority as
Lender may elect, whether or not those obligations are secured at the time of
the application.

         19.      GOVERNING LAW; JURISDICTION, VENUE; WAIVER OF JURY TRIAL. This
Agreement shall be governed by and construed and enforced in accordance with the
substantive laws (other than conflict laws) of the State of Arizona, except to
the extent Lender has greater rights or


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remedies under Federal law, whether as a national bank or otherwise, in which
case such choice of Arizona law shall not be deemed to deprive Lender of any
such rights and remedies as may be available under Federal law. Each party
consents to the personal jurisdiction and venue of the state courts located in
the County of Maricopa, State of Arizona in connection with any controversy
related to this Agreement, waives any argument that venue in any such forum is
not convenient and agrees that, at the option of Lender, any litigation
initiated by any of them in connection with this Agreement may be venued in the
Maricopa County, Arizona. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO REQUIRE A TRIAL BY JURY IN ANY
COURT ACTION PERTAINING TO THE OBLIGATIONS OR THE LOAN DOCUMENTS, AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

         20.      ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding of the parties with respect to the subject matter hereof,
supersede all other prior understandings, oral or written, with respect to the
subject matter hereof, and are intended by Lender and Pledgor as the final,
complete and exclusive statement of the terms agreed to by them.

         21.      AMENDMENTS. No amendment, modification, change, waiver,
release or discharge hereof and hereunder shall be effective unless evidenced by
an instrument in writing and signed by the party against whom enforcement is
sought.

         22.      TIME OF ESSENCE. Time is of the essence of this Agreement and
each and every provision hereof.

         23.      CONTINUING AGREEMENT. This is a continuing Agreement which
shall remain in full force and effect until actual receipt by Lender of written
notice of its revocation as to future transactions and shall remain in full
force and effect thereafter until all, of the Obligations incurred before the
receipt of such notice, and all of the Obligations incurred thereafter under
commitments extended by Lender before the receipt of such notice, shall have
been paid and performed in full.

         24.      SEVERABILITY. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid.

         25.      NOTICES. Except as otherwise provided herein, whenever it is
provided herein that ally notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon
either of the parties by the other, or whenever either of the parties desires to
give or serve upon the other communication with respect to this Agreement, each
such notice, demand request, consent, approval, declaration or other
communication shall be in writing and either shall be delivered in person, by
courier or otherwise, with receipt acknowledged or sent by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:



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                  If to Lender:

                                    Imperial Bank
                                    One Arizona Center, 400 East Van Buren
                                    Suite 900
                                    Phoenix, Arizona 85004

                  If to Pledgor:

                                    Alliance Medical Corporation
                                    10232 S. 51st Street
                                    Phoenix, Arizona 85004

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly given or served on the date on which personally delivered,
with receipt acknowledged, or three (3) Business Days after the same shall have
been deposited with the United States Postal Service. Failure or delay in
delivering copies of any notice, demand, request, consent, approval, declaration
or other communication to the persons designated above to receive copies shall
in no way adversely affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication.

         26.      SECTION TITLES. The Section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.

         27.      COUNTERPARTS. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.

                                       IMPERIAL BANK, a California banking
                                       corporation

                                       By:
                                          -------------------------------------
                                       Name:  Kevin C. Halloran
                                       Title: Senior Vice-President


                                       ALLIANCE MEDICAL CORPORATION, a
                                       Delaware corporation

                                       By:
                                          -------------------------------------
                                       Name:  Tim Einwechter
                                       Title: Chief Financial Officer





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