**Exhibit 10.30**

 

**AMENDED AND RESTATED EMPLOYMENTAGREEMENT**

THISAMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of May 9,2005, by and between Alliance Imaging, Inc., a Delaware corporation(hereinafter called the “Corporation”), and Paul S. Viviano (hereinafter calledthe “Executive”). For purposes of this Agreement, employment with theCorporation shall include employment with any of its affiliated companies.

WITNESSETH THAT:

TheCorporation desires to employ the Executive as Chairman of the Board and Chief ExecutiveOfficer (collectively, the “Chairman”), and the Executive desires toaccept such employment;

NOW,THEREFORE, the Corporation and the Executive, each intending to be legallybound, hereby mutually covenant and agree as follows:

1.     Employment and Term.

 

(a)   Employment.  The Corporation shall employ the Executive asthe President of the Corporation, and the Executive shall so serve, for theterm set forth in Paragraph 1(b).

(b)   Term.  The term of the Executive’s employment underthis Agreement shall commence on the date hereof (the “Effective Time”) andshall end on the second anniversary of the Effective Time, subject to theextension of such term as hereinafter provided and subject to earliertermination as provided in Paragraph 8. The expiration of the term of this Agreement shall be extendedautomatically by an additional three months as of the last day of eachquarterly period following the Effective Time unless either party desires tomodify or terminate this Agreement and notifies the other party of its desireto modify or terminate this Agreement at least 30 days prior to any suchquarterly renewal date.  The period ofemployment as provided in this Paragraph 1(b) is sometimes referred to hereinas the “Term”.

2.     Duties.

Duringthe Term, the Executive shall serve as the President of the Corporation andhave all powers and duties consistent with such position.  The Executive shall devote substantially hisentire time during reasonable business hours (reasonable sick leave andvacations excepted) and use diligent efforts to fulfill faithfully, responsiblyand to the best of his ability his duties hereunder; provided, however,that Executive may engage in and devote time to other non-competitiveactivities such as serving as an expert witness to the extent that such timespent is immaterial and does not interfere with Executive’s obligationshereunder.  During the Term, Executiveshall report to the Board

 

----

 

of Directors of theCorporation.  Executive’s duties shall beperformed, initially, principally at the Corporation’s current offices locatedin Anaheim, California, or such other locations agreed upon by theparties.  Notwithstanding, the foregoing,Executive may be required to travel in the conduct of the Corporation’s businessand to discharge his duties hereunder, provided that the amount and nature ofsuch travel is reasonably consistent with the amount and nature of travelengaged in by other executive officers of the Corporation during thetwelve-month period immediately preceding the date of this Agreement.

3.     Salary.

TheCorporation shall pay to the Executive as compensation for his services asalary of not less than $465,000.00 per year through December 31, 2005, payablein accordance with the Corporation’s payroll procedures.  From time to time, the Board of Directors ofthe Corporation or a committee thereof (the “Board”) will review the Executive’sperformance and compensation, and will consider adjustments thereto.

4.     Bonuses.

 

(a)   Annual.  For each calendar year during the term ofemployment, the Executive shall be eligible to receive a cash bonus based onthe Corporation’s achievement of certain operating and/or financial or othergoals established by the Board in its sole discretion, with an initial annualtarget bonus amount (based on the Corporation’s achievement of a reasonableoperating budget to be approved by the Board) equal to 80% (the “Target Bonus”)of the Executive’s then current annual base salary.  The bonus plan shall be adopted andadministered by the Compensation Committee of the Board.

5.     Equity Incentive Compensation.

Duringthe term of employment hereunder the Executive shall be eligible to participatein the Corporation’s Stock Option Plan in effect as of the date hereof.  Executive shall be entitled to an initialstock option grant of one million shares.

6.     Other Benefits.

Inaddition to the compensation described in Paragraphs 3 through 5, above, theExecutive shall also be entitled to the following:

(a)   ExpenseReimbursement.  Executive will bereimbursed all reasonable, ordinary and necessary business expenses, includingexpenses for entertainment, travel and similar items that are approved by theCorporation in accordance with its regular policy(ies) for business expensereimbursement.  The Corporation willreimburse Executive for all  expensesupon presentation by Executive of itemized accounts of such expenditures inaccordance and in the manner and on a form reasonably prescribed by theCorporation.

(b)   CarAllowance.  The Corporation shall pay tothe Executive a monthly automobile allowance (the “Automobile Allowance”) ofnot less than $800, to help

 

2

----

 

defray the costs associated with Executive’s acquisition or maintenance(by lease or otherwise) of an automobile and the related insurance andmaintenance therefor.

(c)   Vacation.  The Executive shall be entitled to all legalholidays, and three weeks paid vacation per annum, in accordance with theCorporation’s current policies.

(d)   Insuranceand Benefits.  The Executive and his “dependents,”to the extent eligible thereunder, shall be entitled to participate in allemployee and executive benefit plans, programs and policies currently availableto other Corporation employees of comparable status, title and experience, aswell as any plans, programs and policies adopted by the Corporation during theTerm of this Agreement.

(e)   Participationin Other Benefit Plans.  In addition tothe foregoing, the Executive shall be entitled to participate in all of theother various retirement, welfare, fringe benefit, executive perquisite, andexpense reimbursement plans, programs and arrangements of the Corporation tothe same extent that employees generally of the Corporation are eligible forparticipation under the terms of such plans, programs and arrangements.

7.     Confidentiality.

Inview of the fact that Executive’s work as an executive of the Corporation willbring Executive into close contact with many confidential affairs of theCorporation, including matters of a business nature, such as information aboutcustomers (including pricing information), costs, profits, markets, sales,strategic plans for future development and any other information not readilyavailable to the public, Executive hereby agrees:

(a)   To keepsecret all confidential matters of the Corporation (including withoutlimitation such matters which the Corporation notifies Executive areconfidential) learned prior to the date of this Agreement and in the course ofExecutive’s employment hereunder, and not to disclose them to anyone outside ofthe Corporation, either during or after Executive’s employment with theCorporation, or both, until such time as the Corporation gives its writtenconsent to such disclosure;

(b)   To deliverpromptly to the Corporation on termination of Executive’s employment by theCorporation or at any other time the Corporation may so request, all memoranda,notes, records, reports and other documents (and all copies thereof) relatingto the Corporation’s business which Executive may then possess or have underExecutive’s control; and

(c)   Thatviolation of this Paragraph 7 would cause the Corporation irreparable damagefor which the Corporation cannot be reasonably compensated in damages in anaction at law, and therefore in the event of any breach or threatened breach byExecutive of this Paragraph 7, the Corporation shall be entitled to makeapplication to a court of competent jurisdiction for equitable relief by way ofinjunction or otherwise (without being required to post a bond).  This provision shall not, however, beconstrued as a waiver of any of the rights which the Corporation may have fordamages under this

 

3

----

 

Agreement or otherwise, and all of the Corporation’s rights andremedies shall be unrestricted and cumulative.

(d)   For purposeof this Paragraph 7, the term Corporation shall include Alliance Imaging, Inc.,its subsidiaries and its affiliates.

(e)   Theforegoing provisions of this Section 7 shall not apply to information that (i)is not unique to the Corporation, (ii) is generally known to the industry orthe public (other than as a result of Executive’s breach of this covenant),(iii) was known by Executive prior to his becoming employed by the Corporation,or (iii) is subsequently obtained by Executive other than in the course ofperforming duties for the Corporation.

8.     Termination.

Unlessearlier terminated in accordance with the following provisions of thisParagraph 8, the Corporation shall continue to employ the Executive and theExecutive shall remain employed by the Corporation during the entire Term.  Paragraph 9 hereof sets forth certainobligations of the Corporation in the event that the Executive’s employmenthereunder is terminated.  Certaincapitalized terms used in this Paragraph 8, Paragraph 9 and Paragraph 10 hereofare defined in Paragraph 8(d), below.

(a)   Death orDisability.  Except to the extentotherwise provided in Paragraph 9 with respect to certain post-Date ofTermination payment obligations of the Corporation, this Agreement shallterminate immediately as of the Date of Termination in the event of theExecutive’s death or in the event that the Executive becomes disabled.  The Executive will be deemed to be disabledupon the earlier of (i) the end of a six (6) consecutive month period duringwhich, by reason of physical or mental injury or disease, the Executive hasbeen unable to perform substantially all of his usual and customary dutiesunder this Agreement or (ii) the date that a reputable physician selected bythe Board, and as to whom the Executive has no reasonable objection, determinesin writing that the Executive will, by reason of physical or mental injury ordisease, be unable to perform substantially all of the Executive’s usual andcustomary duties under this Agreement for a period of at least six (6)consecutive months.  If any questionarises as to whether the Executive is disabled, upon reasonable requesttherefor by the Board, the Executive shall submit to reasonable medicalexamination for the purpose of determining the existence, nature and extent ofany such disability.  In accordance withParagraph 14, the Board shall promptly give the Executive written notice of anysuch determination of the Executive’s disability and of any decision of theBoard to terminate the Executive’s employment by reason thereof.

(b)   Dischargefor Cause.  In accordance with theprocedures hereinafter set forth, the Board may discharge the Executive fromhis employment hereunder for Cause. Except to the extent otherwise provided inParagraph 9 with respect to certain post-Date of Termination obligations of theCorporation, this Agreement shall terminate immediately as of the Date ofTermination in the event the Executive is discharged for Cause.  Any discharge of the Executive for Causeshall be communicated by a Notice of Termination to the Executive given inaccordance with Paragraph 14 of this Agreement. For purposes

 

4

----

 

of this Agreement, a “Notice of Termination” means a written noticewhich (i) indicates the specific termination provision in this Agreement reliedupon and (ii) if the Date of Termination is to be other than the date ofreceipt of such notice, specifies the termination date (which date shall in allevents be within fifteen (15) days after the giving of such notice). In thecase of a discharge of the Executive for Cause, the Notice of Termination shallinclude a copy of a resolution duly adopted by the Board at a meeting calledand held for such purpose authorizing such action. No purported termination ofthe Executive’s employment for Cause shall be effective without a Notice ofTermination.

(c)   Terminationfor Other Reasons.  The Corporation maydischarge the Executive without Cause by giving written notice to the Executivein accordance with Paragraph 14 at least thirty (30) days prior to the Date ofTermination. The Executive may resign from his employment by giving writtennotice to the Corporation in accordance with Paragraph 14 at least thirty (30)days prior to the Date of Termination. Except to the extent otherwise providedin Paragraph 9 with respect to certain post-Date of Termination obligations ofthe Corporation, this Agreement shall terminate immediately as of the Date ofTermination in the event the Executive is discharged without Cause or resigns.

(d)   Definitions.  For purposes of this Agreement, the followingcapitalized terms shall have the meanings set forth below:

(i)             “Accrued Obligations” shall mean, as of the Date ofTermination, the sum of (A) the Executive’s base salary under Paragraph 3through the Date of Termination to the extent not theretofore paid, (B) theamount of any bonus, incentive compensation, deferred compensation and othercash compensation earned by the Executive under the terms and conditions of theapplicable bonus plan, incentive compensation plan and/or deferred compensationplan as of the Date of Termination to the extent not theretofore paid and (C)any vacation pay, expense reimbursements and other cash entitlements accrued bythe Executive as of the Date of Termination to the extent not theretofore paid.

(ii)          “Cause” means that any of the following has occurredwith respect to Executive:  (A) Executivehas been convicted of a felony (other than a motor vehicle moving violation);(B) Executive has been convicted of stealing funds or property from theCorporation or otherwise engaged in fraudulent conduct against the Corporation;(C) Executive has engaged in knowing and willful misconduct which is materiallyinjurious to the Corporation; (D) Executive has failed or refused to complywith the directions of the Board that are reasonably consistent with Executive’scurrent executive employee title and the terms of this Agreement, the failurewith which to comply is materially injurious to the Corporation; or (E)Executive has repeatedly failed or refused to comply with the directions of theBoard that are reasonably consistent with Executive’s current executiveemployee title and the terms of this Agreement. Notwithstanding clause (E) ofthe preceding sentence, no act or omission by the Executive shall constituteCause hereunder unless the Corporation has given detailed

 

5

----

 

                        written notice thereof to the Executive,and the Executive has failed to remedy such act or omission within a reasonabletime after receiving such notice.

(iii)       “Date of Termination” shall mean (A) in the event of a discharge of the Executive by the Boardfor Cause, the date the Executive receives a Notice of Termination, or anylater date specified in such Notice of Termination, as the case may be,  (B) in the event of a discharge of theExecutive without Cause or a resignation by the Executive, the date specifiedin the written notice to the Executive (in the case of discharge) or theCorporation (in the case of resignation), which date shall be no less thanthirty (30) days from the date of such written notice, (C) in the event of theExecutive’s death, the date of the Executive’s death, and (D) in the event oftermination of the Executive’s employment by reason of disability pursuant toParagraph 8(a), the date the Executive receives written notice of such termination(or, if earlier, six (6) months following the date the Executive’s disabilitybegan).

(iv)      “Good Reason” shall mean any of the following:  

(A)                    the Corporation reduces Executive’s base salary; or

(B)                      the assignment to the Executive of anyduties inconsistent in any material respect with the Executive’s positions withthe Corporation as set forth in this Agreement (including status, offices,titles and reporting requirements), authority, duties or responsibilities ascontemplated by Paragraph 2; or

(C)                      any material failure by the Corporationto comply with any of the provisions of this Agreement, which is not remediedwithin 15 days after notice thereof from the Executive.

(D)                     the Corporation requires Executive to change thelocation of his principal office or offices in a manner inconsistent withParagraph 2 hereof;

(E)                       the Corporation or the Board shall notifythe Executive that it does not want to renew the Term pursuant to Paragraph1(b); or

(F)                       the Corporation otherwise subjectsExecutive to abusive, critical or adversarial conditions such that there is amaterial worsening of the general quality of Executive’s job conditionsimmediately prior to such change.

9.     Obligations of the Corporation Upon Termination.

Thefollowing provisions describe the obligations of the Corporation to theExecutive under this Agreement upon termination of his employment.

 

6

----

 

(a)   Death,Disability, Discharge for Cause, or Resignation Without Good Reason.  In the event this Agreement terminatespursuant to Paragraph 8(a) by reason of the death or disability of theExecutive, or pursuant to Paragraph 8(b) by reason of the discharge of theExecutive by the Corporation for Cause, or pursuant to Paragraph 8(c) by reasonof the resignation of the Executive other than for Good Reason, the Corporationshall pay to the Executive, or his heirs or estate, in the event of theExecutive’s death, all Accrued Obligations in a lump sum in cash within thirty(30) days after the Date of Termination; provided further that in the event thisAgreement terminates pursuant to Paragraph 8(a) by reason of the disability ofthe Executive, the Corporation shall continue to provide to the Executive, fora period of twenty-four (24) months from the commencement of such disability,all health benefits at least equal to those which would have been provided toExecutive in accordance with the plans, programs and arrangements referred toin Paragraph 6(d) and (e) of this Agreement, in addition to any other benefitsor payments to which Executive is entitled hereunder or otherwise.

(b)   DischargeWithout Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 8(c)by reason of the discharge of the Executive by the Corporation other than forCause, death or disability or by reason of the resignation of the Executive forGood Reason (any such termination, a “Severance”):
| (i)    |   | The Corporation shall pay all Accrued Obligations to  the Executive in a lump sum in cash within thirty (30) days after the Date of  Termination;                                                                                                                                                                                   |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                |
| (ii)   |   | For a period equal to two years, the Corporation  shall continue to provide benefits to the Executive and/or the Executive’s  dependents at least equal to those which would have been provided to them in  accordance with the plans, programs and arrangements referred to in Paragraph  6(d) and (e) of this Agreement; and |
|   |   |                                                                                                                                                                                                                                                                                                                                |
| (iii)  |   | The Corporation shall, at its sole expense, provide  the Executive with outplacement services the scope and provider of which  shall be mutually agreed upon by the Executive and the Corporation.                                                                                                                                  |

 

10.         DEFRA Limitation.

 

(a)   Notwithstandinganything in this Agreement to the contrary, in the event that the provisions ofthe Deficit Reduction Act of 1984 (“DEFRA”) relating to “excess parachutepayments” shall be applicable to any payment or benefit received or to bereceived by Executive in connection with a termination of the Executive’semployment with the Corporation, then the total amount of payments or benefitspayable to Executive which are deemed to constitute parachute payments shall bereduced to the largest amount such that provisions of DEFRA relating to “excessparachute payment” shall no longer be applicable. Should such a reduction berequired, the Executive shall determine, in the exercise of his sole discretion,which payment or benefit to reduce, extend or eliminate. Pending suchdetermination, the Corporation shall continue to make all other requiredpayments to Executive at the time and in the manner provided herein and shallpay the

 

7

----

 

largest portion of any parachute payments such that the provisions ofDEFRA relating to “excess parachute payments” shall no longer be applicable.

(b)   Recharacterizationof Payments.  Due to the complexity inthe application of Section 280(G) of the Internal Revenue Code of 1986, asamended (the “Code”) it is possible that payments made or benefits receivedhereunder should not have been made under Paragraph 10(a) (an “Overpayment”).In the event that it is determined in writing by the Corporation’s outsideauditors in their reasonable good faith judgment or by any court of competentjurisdiction that an Overpayment has been made resulting in an “ExcessParachute Payment” as defined in Section 280G(b)(1) of the Code, then any suchOverpayment shall be treated for all purposes as an unsecured, long-term loanfrom the Corporation to the Executive, his personal representative, hissuccessors or assigns, as the case may be, that is payable, together withaccrued interest from the date of the making of the Overpayment at the rate of8% per annum on the later to occur of the third anniversary of the payment ofsuch Overpayment, or 6 months following the date upon which it is determined anOverpayment was made. Should it be determined that such an Overpayment has beenmade, the Executive shall determine, in the exercise of his sole discretion,which payments or benefits shall be deemed to constitute the Overpayment.

11.         No Set-Off or Mitigation.

TheCorporation’s obligation to make the payments provided for in this Agreementand otherwise to perform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right or actionwhich the Corporation may have against the Executive or others.  In no event shall the Executive be obligatedto seek other employment or take any other action by way of mitigation of theamounts payable to the Executive under any of the provisions of this Agreementand such amounts shall not be reduced whether or not the Executive obtainsother employment.

12.         Payment of Certain Expenses.

Thelosing party in any suit or proceeding to enforce this Agreement shallreimburse the prevailing party for all reasonable costs and expenses incurredin connection with such suit or proceeding.

13.         Binding Effect.

ThisAgreement shall be binding upon and inure to the benefit of the heirs andrepresentatives of the Executive and the successors and assigns of theCorporation.  The Corporation shallrequire any successor (whether direct or indirect, by purchase, merger,reorganization, consolidation, acquisition of property or stock, liquidation,or otherwise) to all or a substantial portion of its assets, by agreement inform and substance reasonably satisfactory to the Executive, expressly toassume and agree to perform this Agreement in the same manner and to the sameextent that the Corporation would be required to perform this Agreement if nosuch succession had taken place. Regardless of whether such an agreement isexecuted, this Agreement shall be binding upon any successor of the Corporationin accordance with the operation of law, and such successor shall be deemed the“Corporation” for purposes of this Agreement.

 

8

----

 

14.         Notices.

Allnotices, requests, demands and other communications hereunder shall be inwriting and shall be deemed to have been duly given if delivered by hand ormailed within the continental United States by first class certified mail,return receipt requested, postage prepaid, addressed as follows:

(a)   If to theBoard or the Corporation, to:

Alliance Imaging, Inc.

1900 S. State CollegeBlvd., Ste. 600

Anaheim, CA  92806

Attention:  General Counsel

Facsimile:  (714) 688-3377

 

 

(b)   If to theExecutive, to:

Mr. Paul S. Viviano

19432 Beckonridge Lane

Huntington Beach, CA 92648

 

 

Such addresses may be changed by written notice sent to the other partyat the last recorded address of that party.

 

15.         Indemnification.

TheCorporation agrees to indemnify the Executive to the fullest extent permittedby law for his services to, or on behalf of the Corporation, as an Executivehereunder, as a director (as applicable) and in any and every other capacity inwhich he may serve the Corporation or its interests. In furtherance of suchagreement to indemnify, but not by way of limitation, the terms of theCorporation’s certificate of incorporation and by-laws providing for suchindemnification and payment of expenses, as in effect on the date hereof, arehereby incorporated by reference as if fully stated herein.  For the purpose of this Agreement, anyamendment to said certificate of incorporation or by-laws shall not beeffective to reduce, qualify or otherwise limit the scope, benefit orenforceability of this provision; provided, however, if any such amendmentextends or improves the scope, benefit or enforceability of the indemnificationand payment of expenses contained in such certificate of incorporation orby-laws for any officer, director, employee or agent, such extended or improvedprovisions shall be deemed to be incorporated by reference herein for thebenefit of the Executive without any further action by the Corporation or theExecutive.

Theindemnification provided in this Section 15 shall include, without limitation,all legal fees and expenses that may be incurred by Executive (whether during

 

9

----

 

the term of hisemployment hereunder or following the termination of this Agreement) to theextent that such legal fees and expenses relate to any claim or other cause ofaction in respect of the Corporation or Executive’s services to, or on behalfof, the Corporation as Executive hereunder, as a director (as applicable), andin any and every other capacity in which he may serve the Corporation or itsinterests.

16.         Tax Withholding.

The Corporation shall provide for the withholding ofany taxes required to be withheld by federal, state, or local law with respectto any payment in cash, shares of stock and/or other property made by or onbehalf of the Corporation to or for the benefit of the Executive under thisAgreement or otherwise.  The Corporationmay, at its option: (a) withhold such taxes from any cash payments owing fromthe Corporation to the Executive, (b) require the Executive to pay to theCorporation in cash such amount as may be required to satisfy such withholdingobligations and/or (c) make other satisfactory arrangements with the Executiveto satisfy such withholding obligations.

17.         Arbitration.

Except as to any controversy or claim which theExecutive elects, by written notice to the Corporation, to have adjudicated bya court of competent jurisdiction, any controversy or claim arising out of orrelating to this Agreement or the breach hereof shall be settled by arbitrationin Los Angeles, California in accordance with the laws of the State ofCalifornia.  The arbitration shall beconducted in accordance with the rules of the American ArbitrationAssociation.  The costs and expenses ofthe arbitrator(s) shall be borne by the Corporation. The award of thearbitrator(s) shall be binding upon the parties. Judgment upon the awardrendered by the arbitrator(s) may be entered in any court having jurisdiction.

18.         No Assignment.

Exceptas otherwise expressly provided herein, this Agreement is not assignable by anyparty and no payment to be made hereunder shall be subject to anticipation,alienation, sale, transfer, assignment, pledge, encumbrance or other charge.

19.         Execution in Counterparts.

ThisAgreement may be executed by the parties hereto in two (2) or morecounterparts, each of which shall be deemed to be an original, but all suchcounterparts shall constitute one and the same instrument, and all signaturesneed not appear on any one counterpart.

20.         Jurisdiction and Governing Law.

Exceptas provided in Paragraph 17, jurisdiction over disputes with regard to thisAgreement shall be exclusively in the courts of the State of California, andthis Agreement shall be construed and interpreted in accordance with andgoverned by the laws of the State of California, other than the conflict oflaws provisions of such laws.

 

10

----

 

21.         Severability.

Ifany provision of this Agreement shall be adjudged by any court of competentjurisdiction to be invalid or unenforceable for any reason, such judgment shallnot affect, impair or invalidate the remainder of this Agreement.  Furthermore, if the scope of any restrictionor requirement contained in this Agreement is too broad to permit enforcementof such restriction or requirement to its full extent, then such restriction orrequirement shall be enforced to the maximum extent permitted by law, and theExecutive consents and agrees that any court of competent jurisdiction may somodify such scope in any proceeding brought to enforce such restriction orrequirement.

22.         Prior Understandings.

ThisAgreement and that certain Letter Agreement by and between the Corporation andExecutive dated even date herewith embodies the entire understanding of theparties hereto and, upon its effectiveness, will supersede all other oral orwritten agreements or understandings between them regarding the subject matterhereof.  No change, alteration ormodification hereof may be made except in a writing, signed by each of theparties hereto.  The headings in thisAgreement are for convenience and reference only and shall not be construed aspart of this Agreement or to limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered thisAgreement as of the day and year first above written.

 
| Attest:               |   | ALLIANCE IMAGING, INC. |
|-----------------------|--------|------------------------|
|                  |   |                   |   |
|                  |   |                   |   |
|                  |   |                   |   |
| /s/ Andrew P. Hayek   |   | By:                    | /s/ Russell D. Phillips, Jr. |
| Name: Andrew P. Hayek |   | Name:                  | Russell D. Phillips, Jr. |
|                  |   | Title:                 | Executive Vice President   General Counsel |
|                  |   |                   |   |
|                  |   |                   |   |
|                  |   | EXECUTIVE              |
|                  |   |                   |   |
|                  |   | By:                    | /s/ Paul S. Viviano |
|                  |   | Name:                  | Paul S. Viviano |
|                  |   |                   | Chairman of the Board   Chief Executive Officer |

 

11

----