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                               ALLIANCE IMAGING, INC.

                   1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

1.   PURPOSE OF THE PLAN.

          The purpose of the 1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(the "PLAN") of Alliance Imaging, Inc. (the "COMPANY") is to attract and
retain the services of experienced and knowledgeable non-employee directors
for the benefit of the Company and its stockholders and to provide additional
incentives for such directors to continue to work for the best interests of
the Company and its stockholders through continuing ownership of the
Company's Common Stock, par value $.01 per share (the "COMMON STOCK").

2.   DEFINITIONS.

          As used in this Plan, the following capitalized terms shall have
the meanings set forth below:

          "AFFILIATE" means, with respect to any Person, any other Person
that is controlled by, controlling or under common control with, such Person.
Notwithstanding anything to the contrary contained herein, with respect to
the Company, the term "Affiliate" shall include Newport Investment LLC and
each of its members and each Person in which Newport Investment LLC or such
members hold or have the right to acquire, collectively, more than 25% of the
voting Equity Interests.

          "ANNIVERSARY DATE" means (a) with respect to each Person who is a
Participant as of the Effective Date, April 22 of each year, commencing April
22, 2000, and (b) with respect to any other Participant, each anniversary of
the date such Person becomes Participant.

          "AVAILABLE SHARES" means 50,000 Shares less the number of Shares
that are issuable upon the exercise of outstanding Options.

           "BOARD" means the Board of Directors of the Company.

          "CAPITAL STOCK" means any and all shares, interests, participation
or other equivalents (however designated) of corporate stock, including all
Common Stock and preferred stock.

          "CHANGE-IN-CONTROL" means the occurrence of one or more of the
following:

          (a)  a sale to any Person other than an Affiliate of the Company of
all or substantially all of the assets of the Company;

          (b)  a sale of Capital Stock by the Company (whether by merger or
otherwise), if any such sale is made to a Person other than any Affiliate of
the Company, which Person or Persons, after giving effect to such sale, will
own more than 50% of the outstanding Capital Stock of the Company;  or


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          (c)  a sale by the stockholders of the Company of Capital Stock, if
any such sale is made to a Person other than an Affiliate of the Company,
which Person or Persons, after giving effect to such sale, will own more than
50% of the outstanding Capital Stock of the Company.

          "COMMITTEE" has the meaning set forth in Section 3.

          "COMMON STOCK" has the meaning set forth in Section 1.

          "COMPANY" has the meaning set forth in Section 1.

          "EFFECTIVE DATE" means April 22, 1999.

          "EQUITY INTEREST" means (a) with respect to a corporation, any and
all Capital Stock or warrants, options or other rights to acquire Capital
Stock (but excluding any debt security which is convertible into, or
exchangeable for, Capital Stock) and (b) with respect to a partnership,
limited liability company or similar Person, any and all units, interests,
rights to purchase, warrants, options or other equivalents of, or other
ownership interests in, any such Person.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          "EXPIRATION DATE" has the meaning set forth in Section 7.

          "FAIR MARKET VALUE" means:

          (a)  if the Shares are publicly traded and reported on a closing
price basis, the closing price on the principal national securities exchange,
market or system on which the Shares are traded on the trading day
immediately preceding the date of determination or, if no trades were made on
such day, on the next preceding day on which trades were made, otherwise, the
average of the bid and asked prices for the Shares on the trading day
immediately preceding the date of determination in the over-the-counter
market as reported by Nasdaq or, if not reported by Nasdaq, by an established
quotation service for over-the-counter securities;

          (b)  or if there is no public trading market for the Shares, the
fair value of such Shares on the date of any determination as reasonably
determined in good faith by the Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent
sale and offer prices of Shares in private transactions negotiated at arms'
length.

          Notwithstanding anything contained in this Plan to the contrary,
all determinations pursuant to this Section shall be made without regard to
any restriction other than a restriction which, by its terms, will never
lapse.

          "NOTICE" has the meaning set forth in Section 9(b).

          "OPTION" has the meaning set forth in Section 4(c).

          "OPTION AGREEMENT" has the meaning set forth in Section 4(c).

          "OPTION PRICE" has the meaning set forth in Section 5(a).


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          "OPTIONED SHARES" has the meaning set forth in Section 9(b).

          "PARTICIPANT" has the meaning set forth in Section 4(b).

          "PERSON" is to be construed in the broadest sense and means and
includes any natural person, company, limited liability company, partnership,
joint venture, corporation, business trust, or unincorporated organization or
any national, federal, state, municipal, local, territorial, foreign or other
government or any department, commission, board, bureau, agency, regulatory
authority or instrumentality thereof, or any court, judicial, administrative
or arbitral body or public or private tribunal.

          "PRICING DATE" has the remaining set forth in Section 5(a).

          "RECAPITALIZATION" has the meaning set forth in Section 13(a).

          "REPURCHASE RIGHT" has the meaning set forth in Section 9(a).

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SHARES" means shares of Common Stock.

          "TRANSFER" means, with respect to any security (including any
Option), a sale, transfer, assignment, encumbrance, pledge or any other
disposition of such security either voluntarily or involuntarily and with or
without consideration (including, without limitation, by way of foreclosure
or other acquisition by any lender with respect to any shares pledged to such
lender by a Participant).

          "VESTED OPTION" means an Option which has vested and has become
exercisable in accordance with this Plan, or pursuant to an Option Agreement,
as the case may be.

3.   ADMINISTRATION OF THE PLAN.

          The Plan shall be administered by a Committee of the Board
consisting of members of the Board who are not Participants (the
"Committee").  The Committee shall initially consist of Richard N. Zehner and
Vincent S. Pino.  If at any time there are no members of the Committee, then
the Plan shall be administered by the Board.  The term "Committee" shall, for
purposes of the Plan shall be deemed to refer to the Board if the Board is
administering the Plan. The Committee shall have the power to construe the
Plan, to determine all questions arising thereunder and to adopt and amend
such rules and regulations for the administration of the Plan as it may deem
desirable.

4.   GRANT OF OPTIONS;  SHARES SUBJECT TO THIS PLAN.

          (a)  ELIGIBILITY.  Each director of the Company who is not, and has
not been during the immediately preceding 12-month period, an officer or
employee of the Company or any subsidiary of the Company (a "PARTICIPANT")
shall automatically be eligible to participate in the Plan.

          (b)  GRANT.  Each Participant shall be granted the following:

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               (i)    Subject to Section 4(b)(iv), each Participant as of the
     Effective Date of this Plan shall automatically be granted Options to
     purchase 2,000 Shares.

               (ii)   Subject to Section 4(b)(iv), each Person who becomes a
     Participant after the Effective Date of this Plan shall automatically be
     granted Options to purchase 1,000 Shares on the date upon which such Person
     becomes a Participant.

               (iii)  Subject to Section 4(b)(iv), each Participant as of each
     Anniversary Date shall automatically be granted Options to purchase an
     additional 1,000 Shares on such Participant's Anniversary Date.

               (iv)   If on any Anniversary Date or any date on which a Person
     becomes a Participant there is an insufficient number of Available Shares
     for the grants to be made pursuant to Section 4(b)(ii) and/or (iii), then
     each Participant that is entitled to receive a grant of Options on such
     date shall receive Options to purchase a number of Shares (other than
     fractional shares) equal to a fraction, the numerator of which is the
     number of Available Shares and the denominator of which is the number of
     Participants entitled to be granted Options on such date.

          (c)  OPTION AGREEMENTS.  Each option to purchase Shares (an
"OPTION") shall be evidenced by a written agreement (an "OPTION AGREEMENT"),
in substantially the form of EXHIBIT A hereto, with such changes thereto as
are consistent with this Plan as the Committee shall deem appropriate.  Each
Option Agreement shall be executed by the Company and the Participant.
Notwithstanding any other provision of this Plan to the contrary, the terms
of the Option Agreement evidencing such Option shall control if any conflict
exists between provisions of this Plan and provisions of such Option
Agreement.

          (d)  DATE OF GRANT.  Other than Options granted on the Effective
Date, the date of grant of an Option under this Plan shall be the date as of
which the Committee approves the grant.

          (e)  NUMBER OF SHARES.  Subject to any equitable adjustments for
Recapitalizations pursuant to Section 10 and subject to the vesting
provisions set forth herein, each Option shall be exercisable for the number
of Shares set forth in the applicable Option Agreement.  Subject to any
equitable adjustments for Recapitalizations pursuant to Section 10, the
number of Shares subject at any one time to Options granted under this Plan,
and the number of Shares theretofore issued and delivered pursuant to the
exercise of Options granted under this Plan, shall be 50,000 Shares.  If and
to the extent that Options granted under this Plan terminate, expire or are
canceled without having been fully exercised, new Options may be granted
under this Plan with respect to the Shares covered by the unexercised portion
of such terminated, expired or canceled Options.

          (f)  CHARACTER OF SHARES.  The Shares issuable upon exercise of
Options granted under this Plan shall be (i) authorized but unissued Shares,
(ii) Shares held in the Company's treasury or (iii) a combination of the
foregoing.

5.   OPTION PRICE.

          (a)  The exercise price (the "OPTION PRICE") for each Share subject
to an Option granted on the Effective Date shall be $22.00 per share (subject
to equitable adjustment for

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Recapitalizations affecting the Common Stock).  The Option Price for each
Option granted under this Plan after the Effective Date shall be the Fair
Market Value of the Share covered by such Option on the date on which such
Option is granted or, if not a business day, the immediately preceding
business day (the "PRICING DATE").  The Committee shall determine in good
faith the Fair Market Value for each Share subject to an Option.

          (b)  Subsequent to the date of grant of any Option, the Committee
may (i) in its sole discretion, establish a new Option Price for such Option
so as to decrease the Option Price of such Option or (ii) with the consent of
the Participant, establish a new Option Price for such Option so as to
increase the Option Price of such Option.

6.   EXERCISABILITY AND VESTING OF OPTIONS.

          (a)  Options granted on the Effective Date shall become Vested
Options as follows:

               (i)    200 Options shall be Vested Options upon grant.

               (ii)   400 Options shall become Vested Options on each of the
     next four Anniversary Dates after the Effective Date.

               (iii)  200 Options shall become Vested Options on the
     Anniversary Date that is five years after the Effective Date.

          (b)  Options granted after the Effective Date shall become Vested
Options in equal increments on each of the five successive Anniversary Dates
following the date such Options are granted.

          (c)  All Options shall become Vested Options immediately prior to a
Change-in-Control if the Participant is a director of the Company immediately
prior to the consummation of such Change-in-Control.

          (d)  Notwithstanding anything to the contrary contained in this
Plan, each Option shall cease vesting as of the time that a Participant
ceases to serve as a director of the Company for any reason or for no reason
and no Option which is not a Vested Option as of such time shall become a
Vested Option thereafter.  All Options that are not Vested Options as of such
time shall automatically terminate and shall become null and void and be of
no further force or effect.  The Vested Options held by each Participant who
ceases to serve as a director of the Company shall remain Vested Options,
subject to the provisions of Section 7.  All decisions by the Committee with
respect to any calculations pursuant to this Section (absent manifest error)
shall be final and binding on all Participants.

          (e)  Except as provided in Section 7, the Vested Options of each
Participant shall remain Vested Options, regardless of such Participant's
continued service as a director of the Company.

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7.   AUTOMATIC TERMINATION OF OPTION.

          Each Option granted under this Plan shall automatically terminate
and shall become null and void and be of no further force or effect upon the
first of the following to occur (the "EXPIRATION DATE"):

          (a)  the tenth anniversary on which such Option is granted;

          (b)  if a Participant ceases to be a director of the Company other
than due to death or disability, the sixtieth day following the date of such
termination; and

          (c)  if a Participant ceases to be a director of the Company due to
the death or disability of the Participant, six months after the date of such
death or disability.

8.   REGISTRATION ON FORM S-8.

          The Company will file a registration statement on Form S-8 with
respect to options covered by this Plan at such time as it files a Form S-8
with respect to options granted under the Company's 1997 Stock Option Plan
and will cause such Form S-8 to be declared effective by the SEC as promptly
as practicable.

9.   PROCEDURE FOR EXERCISE.

          (a)  PAYMENT.  At the time an Option is granted under this Plan,
the Committee shall, in its discretion, specify one or more of the following
forms of payment which may be used by a Participant to exercise such
Participant's Option:

               (i)    cash or personal or certified check payable to the
     Company in an amount equal to the aggregate Option Price of the Shares with
     respect to which the Option is being exercised;

               (ii)   stock certificates (in negotiable form) representing
     Shares having a Fair Market Value on the date of exercise equal to the
     aggregate Option Price of the Shares with respect to which the Option is
     being exercised;

               (iii)  Vested Options, valued for such purposes at the Fair
     Market Value per share of Common Stock on the date of exercise, net of the
     Option Price for each such Share; or

               (iv)   a combination of the methods set forth in clauses (i),
     (ii) and (iii) above.

          (b)  NOTICE.  A Participant (or other Person, as provided in
Section 11(c)) may exercise a Vested Option granted under this Plan in whole
or in part (but for the purchase of whole Shares only), as provided in the
Option Agreement evidencing his Option, by delivering a written notice (the
"NOTICE") to the Secretary of the Company.  The Notice shall include:

               (i)    a statement that the Participant elects to exercise the
     Vested Option;

               (ii)   the number of Shares with respect to which the Vested
     Option is being exercised (the "OPTIONED SHARES");

               (iii)  the method of payment for the Optioned Shares (which
     method must be available to the Participant under the terms of his Option
     Agreement);

               (iv)   the date upon which the Participant desires to consummate
     the purchase (which date must be prior to the termination of such Option);

               (v)    a copy of any election filed by the Participant pursuant
     to Section 83(b) of the Code; and

               (vi)   such further provisions consistent with this Plan as the
     Committee may from time to time require.

The exercise date of a Vested Option shall be the date on which the Company
receives the Notice from the Participant.

          (c)  ISSUANCE OF CERTIFICATES.  The Company shall issue a stock
certificate in the name of the Participant (or such other person exercising
the Option in accordance with the provisions of the Plan) for the Shares
purchased upon exercise of an Option as soon as practicable after receipt of
the Notice and payment of the aggregate Option Price for such Shares. Neither
the Participant nor any person exercising a Vested Option in accordance with
the provisions of the Plan shall have any privileges as a stockholder of the
Company with respect to any Shares of stock subject to an Option granted
under this Plan until the date of issuance of a stock certificate pursuant to
this Section 9(c).

10.  ADJUSTMENTS.

          (a)  CHANGES IN CAPITAL STRUCTURE.  If the Common Stock is changed
by reason of a stock split, reverse stock split or stock combination, stock
dividend or distribution, or recapitalization, or converted into or exchanged
for other securities as a result of a merger, consolidation or reorganization
(each such event being a "RECAPITALIZATION"), the Committee shall make such
adjustments in the number and class of shares of stock available under this
Plan as shall be necessary to preserve to a Participant rights substantially
proportionate to his rights existing immediately prior to such transaction or
event (but subject to the limitations and restrictions on such rights),
including, without limitation, a corresponding adjustment changing the number
and class of shares allocated to, and the Option Price of, each Option or
portion thereof outstanding at the time of such change and the number of
shares that vest pursuant to this Plan.

          (b)  SPECIAL RULES.  The following rules shall apply in connection
with Section 10(a) above:

               (i)    no adjustment shall be made for cash dividends or the
     issuance to stockholders of rights to subscribe for additional Shares; and

               (ii)   any adjustments referred to in Section 10(a) shall be
     made by the Committee in its sole and absolute discretion, and shall be
     conclusive and binding on all persons holding any Options granted under
     this Plan.

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11.  RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

          (a)  No Options shall be granted under this Plan, and no Shares
shall be issued and delivered upon the exercise of Options granted under this
Plan, unless and until the Company and/or the Participant shall have complied
with all applicable Federal or state registration, listing and/or
qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction.

          (b)  The Committee in its sole and absolute discretion may, as a
condition to the exercise of any Vested Option granted under this Plan,
require a Participant (i) to represent in writing that the Shares received
upon exercise of a Vested Option are being acquired for investment and not
with a view to distribution and (ii) to make such other representations and
warranties as are reasonably deemed appropriate by the Company to satisfy the
requirements of applicable law, including, without limitation, an applicable
private placement exemption of the Securities Act as determined by the
Committee.  Stock certificates representing Shares acquired upon the exercise
of Options that have not been registered under the Securities Act shall, if
required by the Committee, bear the following legend and such additional
legends as may be required by the Option Agreement evidencing a particular
Option:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
     THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED,
     HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OR AN
     OPINION OF COUNSEL TO THE ISSUER HEREOF THAT REGISTRATION IS NOT
     REQUIRED UNDER SAID ACT."

          (c)  No Option granted under this Plan may be Transferred by the
Participant, except by will or by the laws of descent and distribution.  An
Option may be exercised during the lifetime of the Participant only by the
Participant.  If a Participant dies, his Vested Options shall thereafter be
exercisable, during the period specified in Section 7(c) or the applicable
Option Agreement (as the case may be), by his executors or administrators to
the full extent (but only to such extent) to which such Options were
exercisable by the Participant at the time of his death.

          (d)  Each Share issued upon the exercise of an Option may be freely
Transferred, subject to applicable securities laws.

12.  EFFECTIVE DATE;  TERMINATION AND AMENDMENT OF PLAN.

          (a)  This plan shall become effective on the Effective Date.

          (b)  Unless sooner terminated as herein provided, the Plan shall
terminate ten years from the Effective Date.  The Committee may at any time
terminate the Plan or make such modification or amendment thereof as it deems
advisable;  PROVIDED, HOWEVER, that the Plan may not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder;  and PROVIDED FURTHER, HOWEVER,
that, except as

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provided in Section 10, the Committee may not, without the approval of the
stockholders of the Company, increase the maximum aggregate number of shares
for which Options may be granted under the Plan or the number of Shares for
which an Option may be granted to any Participant.  Termination or any
modification or amendment of the Plan shall not, without the consent of a
Participant, affect his rights under an Option previously granted to him.

13.  WITHHOLDING TAXES.

          Whenever Shares are to be delivered to a Participant under this
Plan, the Company shall be entitled to require as a condition of delivery
that the Participant remit or, in appropriate cases, agree to remit when due,
an amount sufficient to satisfy all current or estimated future Federal,
state and local withholding taxes and employment taxes relating thereto.

14.  MISCELLANEOUS.

          (a)  INCONSISTENT PROVISIONS.  Each Option granted under this Plan
may contain such other terms and conditions consistent with this Plan as may
be determined by the Committee, in its sole and absolute discretion.

          (b)  NUMBER AND GENDER.  With respect to words used in this Plan,
the singular form shall include the plural form, the masculine gender shall
include the feminine gender, and vice-versa, as the context requires.

          (c)  CAPTIONS.  The use of captions in this Plan is for
convenience. The captions are not intended to provide substantive rights.

          (d)  GOVERNING LAW.  All questions concerning the construction,
interpretation and validity of this Plan and the instruments evidencing the
Options granted hereunder shall be governed by and construed and enforced in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice or conflict of law provision or rule (whether in the
State of Delaware or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Delaware.  In
furtherance of the foregoing, the internal law of the State of Delaware will
control the interpretation and construction of this Plan, even if under such
jurisdiction's choice of law or conflict of law analysis, the substantive law
of some other jurisdiction would ordinarily apply.

          (e)  EXCHANGE ACT COMPLIANCE.  The Company will use its
commercially reasonable efforts to cause the exemption from Section 16 of the
Exchange Act afforded by Rule 16b-3 to be available at the time the Company
has a class of equity securities registered under Section 12 of the Exchange
Act.

          (f)  NO EVIDENCE OF CONTINUED SERVICE ON BOARD.  Nothing contained
in this Option Agreement shall confer upon any Participant any right with
respect to the continuation of his service as a director of the Company or
any of its Affiliates or interfere in any way with the right of the
stockholders of the Company or any such Affiliate at any time to terminate
such service or to increase or decrease the board fees of the Participant
from the rate in existence at the time of the grant of an Option, if any.


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                                           NON-EMPLOYEE DIRECTORS' STOCK
                                   OPTION AGREEMENT (this "AGREEMENT")
                                   dated as of the date set forth on the
                                   signature page hereto, between ALLIANCE
                                   IMAGING, INC., a Delaware corporation
                                   (the "COMPANY"), and the participant set
                                   forth on the signature page hereto (the
                                   "PARTICIPANT").


          The Company, acting through its Board of Directors (the "BOARD"),
has granted to the Participant, effective as of the date of this Agreement,
an option under the Company's 1999 Non-Employee Directors' Stock Option Plan
(the "PLAN") to purchase up to the number of shares of the Common Stock, par
value $.01 per share, of the Company (the "COMMON STOCK") set forth in the
Plan, on the terms and subject to the conditions set forth in this Agreement
and the Plan.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained in this Agreement, the parties hereto agree as follows:

1.   THE PLAN.

          The terms and provisions of the Plan are hereby incorporated into
this Agreement as if set forth herein in their entirety.  In the event of a
conflict between any provision of this Agreement and the Plan, the provisions
of this Agreement shall control.  A copy of the Plan may be obtained from the
Company by the Participant upon request.  Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed thereto in the Plan.

2.   OPTION; OPTION PRICE.

          On the terms and subject to the conditions of this Agreement and
the Plan, the Participant is hereby granted the option (the "OPTION") to
purchase the number of Shares at the Option Price as set forth on the
signature page hereto.  Options granted herein are not intended to qualify
for federal income tax purposes as "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"CODE").

3.   VESTING AND EXERCISEABILITY.

          The Options granted under this Agreement shall become Vested
Options according to the terms and conditions of Section 6 of the Plan.  Such
Options shall be exercised pursuant to the procedure set forth in Section 9
of the Plan.

4.   TERM.

          The term of each Option (the "OPTION TERM") shall commence on the
date of grant and expire on the tenth anniversary of the date of such grant,
unless the Option

<PAGE>

shall have sooner been terminated in accordance with the terms of the Plan or
this Agreement.

5.   RESTRICTION ON TRANSFER.

          The Option may not be Transferred (as such term is defined in the
Plan) by the Participant, except by will or by the laws of descent and
distribution.  An Option may be exercised during the lifetime of the
Participant only by the Participant.  If the Participant dies, his Vested
Options shall thereafter be exercisable only in accordance with the terms and
conditions of Section 11 of the Plan.  The Option shall not be subject to
execution, attachment or similar process.  Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary
to the provisions hereof, and the levy of any execution, attachment or
similar process upon the Option, shall be null and void and without effect.

6.   PARTICIPANT'S CONTINUED SERVICE ON BOARD.

          Nothing contained in this Agreement shall confer upon any
Participant any right with respect to the continuation of his service as a
director of the Company or any of its Affiliates or interfere in any way with
the right of the stockholders of the Company or any such Affiliate at any
time to terminate such service or to increase or decrease the board fees of
the Participant from the rate in existence at the time of the grant of an
Option, if any.

7.   NOTICES.

          All notices, claims, certificates, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given and delivered if personally delivered or if sent by
nationally-recognized overnight courier guaranteeing next day delivery, by
telecopy, or by registered or certified mail, return receipt requested and
postage prepaid, addressed as follows:

          (a)  if to the Company, to it at:

               Alliance Imaging, Inc.
               1065 North PacifiCenter Drive, Suite 200
               Anaheim, California  92806
               Attention:  President
               Telecopier:  (714) 688-3388
               Telephone:  (714) 688-7100

               with a copy to:

               O'Sullivan Graev & Karabell, LLP
               30 Rockefeller Plaza
               24th Floor
               New York, NY  10112


<PAGE>

               Attention:  John J. Suydam
               Telecopier: (212) 728-5950
               Telephone:  (212) 408-2400; and

          (b)  if to the Participant, to him at his address set forth in the
Company's records.

or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith.  Any such
notice or communication shall be deemed to have been received (i) in the case
of personal delivery, on the date of such delivery (or if such date is not a
business day, on the next business after the date sent), (ii) in the case of
nationally-recognized overnight courier, on the next business day after the
date sent, (iii) in the case of telecopy transmission, when received (or if
not sent on a business day, on the next business day after the date sent),
and (iv) in the case of mailing, on the third business day following that on
which the piece of mail containing such communication is posted.

8.   WAIVER OF BREACH.

          The waiver by either party of a breach of any provision of this
Agreement must be in writing and shall not operate or be construed as a
waiver of any other or subsequent breach.

9.   PARTICIPANT'S UNDERTAKING.

          The Participant hereby agrees to take whatever additional actions
and execute whatever additional documents the Company may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on the Participant pursuant
to the express provisions of this Agreement and the Plan.

10.  MODIFICATION OF RIGHTS.

          Anything contained in this Agreement or the Plan to the contrary
notwithstanding, no provision of this Agreement may be modified or amended
without the prior written consent of the Company and the Participant, and no
interpretation, modification, amendment or termination of any provision of
the Plan that would adversely affect the rights of the Participant under or
with respect to the Plan or this Agreement shall be effective as to the
Participant without the Participant's prior written consent.

11.  GOVERNING LAW.

          All questions concerning the construction, interpretation and
validity of this Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice or conflict of law provision or rule (whether in the
State of Delaware or any other jurisdiction) that

<PAGE>

would cause the application of the laws of any jurisdiction other than the
State of Delaware.  In furtherance of the foregoing, the internal law of the
State of Delaware will control the interpretation and construction of this
Agreement, even if under such jurisdiction's choice of law or conflict of law
analysis, the substantive law of some other jurisdiction would ordinarily
apply.

12.  COUNTERPARTS.

          This Agreement may be executed in one or more counterparts, and
each such counterpart shall be deemed to be an original, but all such
counterparts together shall constitute but one agreement.

13.  ENTIRE AGREEMENT.

          This Agreement and the Plan (and the other writings referred to
herein) constitute the entire agreement between the parties with respect to
the subject matter hereof and thereof and supersede all prior written or oral
negotiations, commitments, representations and agreements with respect
thereto.

14.  SEVERABILITY.

          It is the desire and intent of the parties hereto that the
provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to
such jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of
this Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction.  Notwithstanding the foregoing, if such provision
could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
narrowly drawn, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.

                           *    *    *    *

<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date written below.

                                        ALLIANCE IMAGING, INC.

                                        By:
                                            ------------------------------
                                        Name:
                                        Title:


                                        ----------------------------------
                                        PARTICIPANT:

                                        DATED:
                                              ----------------------------

                                        NUMBER OF SHARES:
                                                         -----------------

                                        OPTION PRICE:
                                                     ---------------------