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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made 
as of May 15, 1997 between Alliance Imaging, Inc., a Delaware corporation 
(the "Company"), and the executive employee identified on the signature page 
hereto (the "Executive") with reference to the following:

     A.   The Compensation Committee of the Board of Directors of the Company 
has previously determined that the execution of employment agreements 
(without finite term) with certain of the Company's key executives, including 
Executive, that provide, among other things, for severance compensation 
benefits under the circumstances described herein, will assist the Company in 
attracting and retaining highly qualified individuals to serve as executive 
employees of the Company.  As a result, the Company and the Executive 
previously entered into an Amended and Restated Employment Agreement dated as 
of June 6, 1994 (the "Original Agreement").

     B.   The Compensation Committee of the Board of Directors of the Company 
and Executive wish to amend the terms of the Original Agreement in certain 
respects, and therefore wish to enter into this Agreement to evidence their 
agreement, as so amended, on the terms and conditions of Executive's 
employment by the Company.

     C.   Executive desires to continue to provide executive services to the 
Company based in part on the agreements of the Company provided in this 
Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   DEFINITIONS.  For all purposes of this Agreement, the following 
terms shall have the meanings set forth below:

          1.1  "CHANGE OF CONTROL" means the occurrence of any of the 
following events:

               (i)  directly or indirectly, a transfer, sale, lease or other 
disposition of all or substantially all of the assets of the Company and its 
subsidiaries taken as a whole to any "person" or "group" (as such terms are 
used under Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), whether or not applicable), excluding any 
disposition to or among the Company and/or one or more of its subsidiaries;

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               (ii)  any "person" or "group" (as such terms are used under 
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) is 
or becomes, whether by means of any issuance or direct or indirect transfer 
of securities, merger, consolidation, liquidation, dissolution or otherwise, 
the "beneficial owner" (as that term is used under Rules 13d-3 and 13d-5 
under the Exchange Act, whether or not applicable, except that a "person" or 
"group" shall be deemed to have "beneficial ownership" of all shares that he 
or it has the right to acquire, whether such right is exercisable immediately 
or only after the passage of time or otherwise), directly or indirectly 
through one or more intermediaries, of 35% or more of the total voting power 
represented by all of the voting stock of the Company; or

               (iii)  any "person" or "group" (as such terms are used under 
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) 
otherwise obtains the right or power (through any arrangement, contract, 
proxy or other means) to elect or designate a majority of the members of the 
Board of Directors then in office, without regard to whether such right or 
power is exercised or invoked and without taking into account the necessity 
of a special or annual shareholders meeting or the taking of other procedural 
actions to exercise or invoke such right or power.

          1.2  "CONSTRUCTIVE DISCHARGE" means that Executive elects to 
terminate his employment with the Company within 60 days after the occurrence 
of any of the following events:

               (i)  the Company reduces by 10% or more Executive's base 
salary and/or incentive compensation target from the higher of that in effect 
on the date hereof or immediately prior to such change; or changes the 
incentive compensation plan as in effect on the date hereof such that, in the 
Executive's reasonable determination, it is significantly more difficult for 
the Executive to achieve the incentive compensation target;

               (ii)  the Company, without Executive's consent, materially 
reduces Executive's job authority or responsibility from his authority from 
that in effect immediately prior to such change;

               (iii)  the Company, without Executive's consent, materially 
increases, in terms of scope or quantity or required work time, Executive's 
job authority or responsibility from that in effect immediately prior to such 
change; 

               (iv)  the Company requires Executive to change the location of 
his principal office such that Executive will be required to travel more than 
20 miles further than Executive is currently traveling to his principal 
offices immediately prior to such change;

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               (v)  the Company materially increases the amount of travel 
necessitated for Executive to discharge his job authority and responsibility 
from the amount of travel historically engaged in by Executive prior to such 
change (or, in the case of newly hired employees, the initial six month 
period following commencement of employment); or

               (vi)  the Company otherwise subjects Executive to abusive, 
critical or adversarial conditions such that there is a material worsening of 
the general quality of Executive's job conditions immediately prior to such 
change.

          1.3  "JUST CAUSE" means that any of the following has occurred with 
respect to Executive:

               (i)   Executive has committed a felony (other than a motor 
vehicle moving violation);

               (ii)  Executive has stolen funds or property from the Company 
or otherwise engaged in fraudulent conduct against the Company;

               (iii) Executive has engaged in knowing and willful misconduct, 
or has been reckless or grossly negligent, in his performance of duties owed 
to the Company; or

               (iv)  Executive has deliberately failed or refused to comply 
with a direction of the Board of Directors of the Company that is reasonably 
consistent with Executive's current executive employee title, the failure 
with which to comply could have a material adverse effect on the Company and 
its subsidiaries taken as a whole;

PROVIDED, HOWEVER, that, for any termination of Executive's employment by the 
Company for any action or omission described in clause (iii) or (iv) above to 
constitute a "Just Cause" dismissal, the Company must have provided Executive 
with at least 30 days' prior written notice specifying the actions or 
omissions constituting such "Just Cause" and an opportunity to cure such 
defects in his performance during such 30-day period.

     2.   EMPLOYMENT AND COMPENSATION.

     2.1  TERM; POSITION.  The Company hereby employs Executive as its 
Chairman, President and Chief Executive Officer, and Executive shall have 
such powers and duties as may be reasonably consistent with that title and 
that are reasonably consistent with the powers and duties held and discharged 
by Executive prior to the date hereof, in addition to such other powers and 
duties as may be prescribed by the Board of Directors of the Company or the 
Bylaws of the Company from time to time.  The term of Executive's employment 
shall continue until such time as the Company gives Executive written notice 
of its election to terminate Executive's employment for any reason, or for no 
reason; and, in the event of such 

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written notice, Executive's employment shall terminate on the date specified 
in such written notice, if any, or on the date of the giving of such written 
notice if no effective date of termination is specified.  Except as otherwise 
provided in this Agreement, if Executive voluntarily terminates his 
employment with the Company, he shall not be entitled to any of the Severance 
Benefits provided for in Section 3.

     2.2  EXECUTIVE'S DUTIES.  Executive hereby accepts said employment and 
agrees to devote his entire working time and attention and best talents and 
abilities exclusively to the services of the Company as the Board may direct 
during the term hereof; PROVIDED, HOWEVER, that Executive may engage in and 
devote time to other non-competitive activities to the extent that such time 
spent is immaterial and does not interfere with Executive's obligations 
hereunder.

     2.3  REPORTING.  During the term hereof, Executive shall report to the 
Board of Directors of the Company.

     2.4  COMPENSATION.  For his services to the Company pursuant to this 
Agreement, Executive shall continue to receive his salary as currently in 
effect and shall continue to be entitled to participate in all incentive 
compensation plan and other employee benefit plans and programs at levels and 
pursuant to such terms as are substantially consistent with the levels and 
terms of his current participation in such plans and programs, subject to 
periodic review and possible increases as the Board of Directors or the 
Compensation Committee thereof may deem appropriate.

     3.   SEVERANCE COMPENSATION.

          3.1  TERMINATION NOT IN CONNECTION WITH A CHANGE OF CONTROL.  In 
the event (a) that the Company terminates Executive's employment without Just 
Cause (excluding termination due to death or permanent disability (as defined 
in Section 22(e) of the Internal Revenue Code of 1986, as amended)), or (b) 
of a Constructive Discharge (any termination described in clause (a) or (b) 
being referred to as a "Severance"), unless such Severance occurs within one 
(1) year prior to a Change of Control (in which event Section 3.2 below shall 
govern), then Executive shall be entitled to the following (collectively, the 
"Severance Benefits"):

               (i)  a cash amount equal to fifteen  (15) months of salary at 
the rate of salary in effect immediately prior to the Severance (or, in the 
case of a Constructive Discharge pursuant to clause (i) of the definition 
thereof, immediately prior to the reduction in base salary described therein);

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               (ii)  a cash amount equal to (a) Executive's annual incentive 
compensation target under the Company's annual cash bonus program with 
respect to the fiscal year in which Severance occurs, multiplied by (b) a 
fraction the numerator of which is the number of months specified in clause 
3.1(i) above (including any greater amount provided pursuant to Section 3.2 
below) and the denominator of which is twelve (12);

               (iii)  Executive's car allowance and continued participation 
in all Company-provided employee benefit plans, including, without 
limitation, the Company's health insurance plan and 401(k) plan, for the same 
number of months as specified in clause (i) of this Section 3.1 (including 
any greater amount provided pursuant to Section 3.2 below) (the foregoing 
participation to be in addition to Executive's right to elect continuation 
health coverage under the "COBRA" provisions of the Internal Revenue code of 
1986, as amended); and

               (iv)  immediately prior to the time of Severance, Executive's 
stock options granted under the 1991 Stock Option Plan shall become 
immediately exercisable as to all of the shares covered thereby and Executive 
shall be permitted a period of three (3) months (or such longer period as 
Executive may have under the governing stock option agreement) in which to 
exercise such options (the Company agreeing to take such steps, promptly 
following the execution of this Agreement, as may be necessary to effectuate 
the intent of this clause (iv), including by executing an amendment to the 
stock option agreement or agreements governing Executive's currently 
outstanding stock options).

          3.2  BENEFITS IN CONNECTION WITH A CHANGE OF CONTROL.  In the event 
(a) that a Severance occurs within one year prior to a Change of Control, or 
(b) a Change of Control occurs, whether or not Executive elects to or is 
given the opportunity to continue his employment with the Company, then 
Executive shall be entitled to Severance Benefits identical to those provided 
in Section 3.1 above, except that the number of months referred to in clauses 
(i), (ii) and (iii) of Section 3.1 shall be thirty (30) instead of the figure 
used or referred to therein.  In the event that Severance Benefits are paid 
pursuant to clause (b) of the preceding sentence, then no additional 
Severance Benefits (on account of a later Severance or otherwise) shall be 
payable to Executive pursuant to Section 3.1 or this Section 3.2.

          3.3  PAYMENT.  The payment of the cash portion of Severance 
Benefits shall be made by the Company to Executive in a lump sum within 30 
days following Severance or immediately following such Change of Control, as 
applicable.  In addition, in the event that Executive initially receives 
Severance Benefits under Section 3.1 above and thereafter a Change of Control 
occurs within the period indicated in Section 3.2 above, the Company shall 
make an additional lump sum payment to Executive pursuant to Section 3.2 
immediately following such Change of Control.

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     4.   DEFRA LIMITATION.  Notwithstanding anything in this Agreement to 
the contrary, in the event that the provisions of the Deficit Reduction Act 
of 1984 ("DEFRA") relating to "excess parachute payments" shall be applicable 
to the Severance Benefits or any other payment or benefit received or to be 
received by Executive in connection with a termination of the Executive's 
employment with the Company, then the total amount of the Severance Benefits 
or other payments or benefits payable to Executive which are deemed to 
constitute parachute payments shall be reduced to the largest amount such 
that that provisions of DEFRA relating to "excess parachute payment" shall no 
longer be applicable. Should such a reduction be required, the Executive 
shall determine, in the exercise of his sole discretion, which payment or 
benefit to reduce or eliminate.  In the event of a disagreement between the 
Company and Executive as to whether the provisions of DEFRA are applicable or 
whether the Severance Benefits or any other payment or benefit constitutes a 
"parachute payment", such determination shall be made by an accounting firm 
mutually acceptable to Executive and the Company.  All costs relating to such 
determination shall be borne by the Company.  Pending such determination, the 
Company shall continue to make all other required payments to Executive at 
the time and in the manner provided herein and shall pay the largest portion 
of any parachute payments such that the provisions of DEFRA relating to 
"excess parachute payments" shall no longer be applicable.

     5.   NO DUTY OF MITIGATION.  The Company acknowledges that it would be 
very difficult and generally impracticable to determine the ability of, or 
extent to which, Executive could mitigate any lost wages or other damages he 
may incur by reason of a Severance or Change of Control or other termination 
of employment. The Company has taken this into account in entering into this 
Agreement and, accordingly, the Company acknowledges and agrees that 
Executive shall have no duty to mitigate any such damages and that Executive 
shall be entitled to receive his entire Severance Benefits regardless of any 
income which he may receive from other sources following his Severance.

     6.   WITHHOLDING OF TAXES.  The Company may withhold from any amounts 
payable under this Agreement all federal, state, city or other taxes required 
to be withheld by the Company.

     7.   OTHER BENEFITS.  This Agreement is in lieu of and replaces, with 
respect to Executive, any and all other severance plans or policies of the 
Company.  In particular, this Agreement supersedes and replaces in its 
entirety the Original Agreement, effective as of the first date set forth 
above. However, neither the provisions of this Agreement nor the Severance 
Benefits provided for hereunder shall in any way diminish Executive's rights 
as an employee of the Company, whether existing now or hereafter, under any 
benefit, incentive, retirement, profit sharing, stock option, stock bonus, 
stock purchase plan, or any other plan or 

<PAGE>

arrangement not specifically related to severance, all of which plans and 
programs, as provided in Section 2.4 hereof, to remain in place with respect 
to Executive substantially consistent with Executive's participation therein 
as of the date hereof.  Any such other amounts or benefits payable shall be 
included, as necessary, for making any of the calculations required under 
Section 4.

     8.   EMPLOYMENT STATUS.  This Agreement does not impose on the Company 
any obligation to retain Executive as an employee, to change the status of 
Executive's employment as an employee at will, or to change the Company's 
policies regarding termination of employment.

     9.   SUCCESSORS TO COMPANY.  The Company shall require any successor or 
assignee, whether direct or indirect, by purchase, merger, consolidation or 
otherwise, to all or substantially all the business or assets of the Company, 
expressly and unconditionally to assume and agree to perform the Company's 
obligations under this Agreement, in the same manner and to the same extent 
that the Company would be required to perform if no such succession or 
assignment had taken place.  In such event, the term "Company", as used in 
this Agreement, shall mean the Company as hereinbefore defined and any 
successor or assignee to the business or assets which by reason hereof  
becomes bound by the terms and provisions of this Agreement.

     10.  ATTORNEY'S FEES.  The Company shall pay all legal fees, costs of 
litigation, and other expenses incurred in good faith by Executive as a 
result of the Company's refusal to provide the Severance Benefits to which 
the Executive becomes entitled under this Agreement, or as a result of the 
Company's contesting the validity, enforceability or interpretation of this 
Agreement; PROVIDED, HOWEVER, that if the Company is the prevailing party, it 
shall be obligated to pay only its own attorneys' fees and costs, witness 
expenses and court costs.

     11.  RELEASE.  In connection with the performance of its obligations 
under this Agreement (and conditioned upon its full performance thereof), the 
Company may require Executive to execute a full release of claims against the 
Company and its officers, directors, agents and affiliates covering such 
matters and in such form as the Company shall prescribe.

     12.  TABLE OF CONTENTS; HEADINGS.  The headings of the Sections of this 
Agreement have been inserted for convenience of reference only, are not 
intended to be considered a part hereof and shall not modify or restrict any 
of the terms or provisions hereof.

     13.  GOVERNING LAW.  This Agreement shall be governed by, and construed 
in accordance with, the laws of the State of California but without giving 
effect to applicable principles of conflicts of law to the extent that the 
application of the laws of another jurisdiction would be required thereby.

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     14.  CONFIDENTIALITY.  In view of the fact that Executive's work as an 
executive of the Company will bring Executive into close contact with many 
confidential affairs of the Company, including matters of a business nature, 
such as information about customers (including pricing information), costs, 
profits, markets, sales strategic plans for future development and any other 
information not readily available to the public, Executive hereby agrees:

          14.1 To keep secret all confidential matters of the Company 
(including without limitation such matters which the Company notifies 
Executive are confidential) learned prior to the date of this Agreement and 
in the course of Executive's employment hereunder, and not to disclose them 
to anyone outside of the Company, either during or after Executive's 
employment with the Company, or both, until such time as the Company gives 
its written consent to such disclosure; and

          14.2 To deliver promptly to the Company on termination of 
Executive's employment by the Company or at any other time the Company may so 
request, all memoranda, notes, records, reports and other documents (and all 
copies thereof) relating to the Company's business which Executive may then 
possess or have under Executive's control.

          14.3 That as a means reasonably designed to protect certain 
confidential information of the Company which would otherwise inherently be 
utilized in the following proscribed activities, he will not:  (a) for a 
period of twelve (12) months following termination of services to the Company 
(the date of termination being the "Termination Date"), solicit or make any 
other contact with, directly or indirectly, any customer of the Company as of 
the Termination Date with respect to the provision of any service to any such 
customer that is the same or substantially similar to any service provided to 
such customer by the Company on the Termination Date; or (b) for a period of 
six months following the Termination Date, solicit or make any other contact 
with, directly or indirectly, any employee of the Company on the Termination 
Date (or any person who was employed by the Company at any time during the 
three-month period prior to the Termination Date) with respect to any 
employment, services or other relationship in connection with any service 
that is the same or substantially similar to any service provided by the 
Company as of the Termination Date.

          14.4 That violation of this Section 14 would cause the Company 
irreparable damage for which the Company cannot be reasonably compensated in 
damages in an action at law, and therefore in the event of any breach or 
threatened breach by Executive of this Section 14, the Company shall be 
entitled to make application to a court of competent jurisdiction for 
equitable relief by way of injunction or otherwise (without being required to 
post a bond).  This provision shall not, however, be construed as a waiver of 
any of the rights which the Company may have for damages under this Agreement 
or otherwise, and all of the Company's rights and remedies shall be 
unrestricted and cumulative.

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     IN WITNESS WHEREOF, this Agreement has been executed as of the first day
set forth above.

               Compensation Committee of the Board of Directors

               By:                                
                  --------------------------------
                         James E. Buncher


                  --------------------------------
                         John C. Wallace


                  --------------------------------
                         Douglas M. Hayes

               Executive's
               Signature:                              
                         --------------------------------
               Name of
               Executive:     Richard N. Zehner

               Title of
               Executive:     Chairman, President and Chief Executive Officer

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     IN WITNESS WHEREOF, this Agreement has been executed as of the first day
set forth above.

               ALLIANCE IMAGING, INC.
               
               By:                                     
                  -------------------------------------
                      Terrence M. White
               Its:  Senior Vice President, Chief Financial Officer & Secretary

               Executive's
               Signature:                              
                         ------------------------------
               Name of
               Executive:  Richard N. Zehner

               Title of
               Executive:  Chairman, President & Chief Executive Officer