<PAGE>

                                                              EXHIBIT 10.43

THESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON THEIR EXERCISE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED
UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, SHALL HAVE BECOME EFFECTIVE WITH
RESPECT THERETO AND ALL APPLICABLE QUALIFICATIONS UNDER STATE SECURITIES LAWS
SHALL HAVE BEEN OBTAINED WITH RESPECT THERETO; OR (ii) EXEMPTIONS FROM SUCH
REGISTRATION AND ALL SUCH APPLICABLE QUALIFICATION REQUIREMENTS ARE AVAILABLE.

No. C-2                                                          50,000 Warrants

Date of Issuance:
November  6, 1996


                        WARRANTS TO PURCHASE COMMON STOCK
                            OF ALLIANCE IMAGING, INC.

                               Warrant Certificate

                  THIS CERTIFIES THAT GENERAL ELECTRIC COMPANY, a New York
corporation acting through GE Medical Systems ("Original Warrant Holder") or
registered assigns is the registered owner of the number of warrants set forth
above (the "Warrants"), each of which entitles the owner thereof to purchase,
subject to the terms and conditions hereof, at any time prior to 5:00 P.M. (Los
Angeles time) on the Expiration Date (as hereinafter defined) at the principal
office of Alliance Imaging, Inc., a Delaware corporation (the "Company"), one
fully paid and non-assessable share of the Common Stock, $.01 par value ("Common
Stock"), of the Company, at a cash purchase price which shall initially be $5.00
per share (as such purchase price may be adjusted pursuant to the terms hereof,
the "Purchase Price") upon presentation and surrender of this Warrant
Certificate with the Form of Election to Purchase duly executed and accompanied
by payment of the Purchase Price in the manner specified herein.  As provided
herein, the Purchase Price and the number of shares of Common Stock which may be
purchased upon the exercise of the Warrants evidenced by this Warrant
Certificate are, upon the happening of certain events, subject to modification
and adjustment.  The holder or holders of these Warrants, whether the Original
Warrant Holder or registered assigns, shall be collectively referred to herein
as the "Holder."

                  1.   FORM OF WARRANT CERTIFICATES.  All certificates 
representing the Warrants ("Warrant Certificates"), if any in addition to 
this Warrant Certificate, which may hereinafter be issued and the forms of 
election to purchase shares and of assignment that accompany such Warrant 
Certificates shall be substantially in the form of this Warrant Certificate 
and

                                       1

<PAGE>

may have such letters, numbers or other marks of identification or 
designation and such legends (including, without limitation, a legend 
referring to restrictions on resale by statutory underwriters), summaries or 
endorsements printed thereon as the Company may deem appropriate and as are 
not inconsistent with the provisions of this Warrant Certificate, or as may 
be required to comply with any law or with any rule or regulation made 
pursuant thereto.  All Warrant Certificates shall be executed on behalf of 
the Company by its President or a senior or executive vice president.

                  2.   TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF WARRANT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES. 
Subject to the provisions of Section 11 hereof, this Warrant Certificate may be
transferred, split up, combined or exchanged for another Warrant Certificate or
Warrant Certificates, entitling the Holder to purchase a like number of shares
of Common Stock as the Warrant Certificate or Warrant Certificates surrendered
then entitled him to purchase; provided, however, that (i) any Warrant
Certificate with which this Warrant Certificate is combined shall have the same
terms as this Warrant Certificate, and (ii) notwithstanding anything in this
Warrant Certificate to the contrary, the Holder may transfer all or a portion of
its right, title and interest in and to the Warrants to another person or
entity.  If the Holder desires to transfer, split up, combine or exchange any
Warrant Certificate, he or she shall make such request in writing delivered to
the Company, and shall surrender the Warrant Certificate or Warrant Certificates
to be transferred, split up, combined or exchanged at the principal office of
the Company.  Thereupon, the Company shall have such new Warrant Certificate or
Warrant Certificates, as the case may be, signed as provided in Section 1 and
delivered to the person entitled thereto, as so requested.  The Company may
require payment by the Holder of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Warrant Certificates.

                  Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (including with respect to the amount of such indemnity or
security), and reimbursement by the Holder to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of this Warrant
Certificate if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor to the Holder in lieu of the Warrant Certificate so
lost, stolen, destroyed or mutilated.  Notwithstanding anything in the foregoing
to the contrary, so long as the Holder is the Original Warrant Holder, the
Company will not require security (other than its own indemnification referred
to above) in connection with any such issuance of replacement Warrant
Certificates.

                  3.   SUBSEQUENT ISSUE OF WARRANT CERTIFICATES. Subsequent to
the issuance of this Warrant Certificate, additional Warrant Certificates shall
be issued, as necessary, in connection with (a) any transfer, combination, split
up or exchange of Warrants pursuant to Section 2 hereof, (b) the replacement of
mutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section 2
hereof, (c) the partial exercise of any Warrant Certificate to evidence the
unexercised portion of such Warrant Certificate, pursuant to Section 4 hereof,
and (d) the exercise of the Company's election set forth in Section 8(e) hereof.

                                      2

<PAGE>

                  4.   EXERCISE OF WARRANTS; PURCHASE PRICE.

                  (a)  Subject to the final sentence of this paragraph (a), the
Holder of this Warrant Certificate may exercise the Warrants evidenced hereby in
whole or in part at any time upon surrender of the Warrant Certificate with the
form of election to purchase attached hereto duly executed and accompanied by
payment of the Purchase Price for each share of Common Stock as to which the
Warrants are exercised, at or prior to 5:00 p.m. (Los Angeles time) on the
Expiration Date.  The "Expiration Date" shall be the date that is three (3)
years from the date of the issuance of these Warrants.  The Purchase Price shall
initially be $5.00 but shall be subject to adjustment as provided in Section 8
hereof, and shall be payable only in the consideration specified in
paragraph (b) immediately below.

                  (b)  Upon receipt of this Warrant Certificate, with the form
of election to purchase duly executed, accompanied by payment, in cash, or by
certified check or bank draft payable to the order of the Company, or by
surrender of a debt instrument of the Company held by the Holder (valued at the
outstanding principal amount thereof plus, at the option of the Holder, any
accrued and unpaid interest thereon) or a preferred stock instrument of the
Company held by the Holder (valued at the liquidation preference thereof,
including, without duplication, at the option of the Holder, any accumulated and
unpaid dividends thereon), of the Purchase Price for the shares to be purchased
and an amount equal to any applicable transfer tax, if any, the Company shall
thereupon promptly deliver to or upon the order of the Holder of a Warrant
Certificate (i) certificates for the number of whole shares of Common Stock to
be purchased, registered in such name or names as may be designated by the
Holder and (ii) when appropriate, the amount of cash to be paid in lieu of
issuance of fractional shares.

                  (c)  In case the Holder of this Warrant Certificate shall
exercise less than all the Warrants evidenced hereby, a new Warrant Certificate
evidencing Warrants equivalent to the Warrants remaining unexercised shall be
issued by the Company to the Holder or to his duly authorized assigns, subject
to the provisions of Section 11 hereof.  In addition, if the Holder exercises
Warrants using debt or preferred stock instruments of the Company as hereinabove
provided, the Company shall return balance certificates representing such
instruments to the Holder unless the full amount of such instruments is tendered
as payment of the Purchase Price.

                  (d)  All shares of Common Stock issued upon the exercise of
Warrants shall be deemed to be Registrable Securities within the meaning of that
certain Registration Rights Agreement dated as of December 31, 1994 among the
Company and the Noteholders and Debentureholders named therein, with the same
registration and other rights afforded to other Registrable Securities covered
thereby.

                  5.   CANCELLATION AND DESTRUCTION OF WARRANT CERTIFICATE. 
Upon surrender of this Warrant Certificate for the purpose of exercise (in whole
or in part), exchange, substitution or transfer, this Warrant Certificate shall
be cancelled, and no Warrant Certificates shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Warrant Certificate.  If
the Company purchases or acquires Warrants, the Company shall cancel and retire
the Warrant Certificates evidencing such Warrants.  

                                      3

<PAGE>

                  6.   RESERVATION AND AVAILABILITY OF SHARES OF COMMON STOCK. 
The Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Common Stock, the number
of shares of Common Stock that will be sufficient to permit the exercise in full
of all outstanding Warrants.

                  The Company covenants and agrees that it will take all such
action as may be necessary to ensure that all shares of Common Stock delivered
upon the exercise of Warrants shall, at the time of delivery of the certificates
for such shares (subject to payment of the Purchase Price and compliance with
all other provisions of this Warrant Certificate), be duly and validly
authorized and issued and fully paid and nonassessable shares.

                  The Company further covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of Warrant Certificates or
of any shares of Common Stock upon the exercise of Warrants.  The Company shall
not, however, be required (i) to pay any tax or taxes based upon the income of
the Holder or any tax or taxes which may be payable in respect of any transfer
involved in the transfer or delivery of Warrant Certificates or the issuance or
delivery of certificates for Common Stock in a name other than that of the
Holder or (ii) to issue or deliver any certificates for shares of Common Stock
upon the exercise of any Warrants until any such tax shall have been paid (any
such tax being payable by the Holder of the Warrant Certificate at the time of 
surrender) or until it has been established to the Company's satisfaction that
no such tax is due.

                  7.   COMMON STOCK RECORD DATE.  Each person in whose name any
certificate for shares of Common Stock is issued upon the exercise of the
Warrants shall for all purposes be deemed to have become the holder of record of
the Common Stock represented thereby, and such certificate shall be dated on the
exercise date, which is the date upon which the Warrant Certificate evidencing
such Warrants was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; PROVIDED, HOWEVER, that if such exercise
date is a date upon which the Common Stock transfer books of the Company are
closed, such person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding business day
on which the Common Stock transfer books of the Company are open.

                  The Holder, as such, shall not be entitled to vote or receive
dividends or be deemed for any purpose the holder of Common Stock or of any
other securities of the Company which may at any time be issuable on the
exercise of the Warrants, nor shall anything contained in this Warrant
Certificate be construed to confer upon the Holder, as such, any of the rights
of a shareholder of the Company or any right to vote upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise, until the Warrants shall have
been exercised as provided in this Warrant Certificate.

                  8.   ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER
OF WARRANTS.  The Purchase Price and the number of shares covered by this
Warrant Certificate 

                                      4

<PAGE>

are subject to adjustment from time to time upon the occurrence of the events 
enumerated in this Section 8.

                  (a)  In case the Company shall at any time after the date of
the issuance of this Warrant Certificate (i) declare a dividend on the Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock into a greater number of shares, (iii) combine the outstanding Common
Stock into a smaller number of shares, or (iv) issue any shares of its capital
stock in a reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger), the Purchase
Price in effect at the time of the record date for such dividend, or such
issuance,  or of the effective date of such subdivision, combination,
distribution or reclassification, and the number and kind of shares of capital
stock issuable on such date shall be proportionately adjusted so that upon the
exercise after such time of any Warrant, the Holder shall be entitled to receive
the aggregate number and kind of shares of capital stock which, if such Warrant
had been exercised immediately prior to such date and at a time when the Common
Stock transfer books of the Company were open, the Holder would have owned upon
such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination, distribution or reclassification, subject to the
provisions of Section 8(b) hereof.  Such adjustment shall be made successively
whenever any event listed above shall occur.

                  (b)  Notwithstanding anything in this Section 8 to the
contrary, no adjustment in the Purchase Price shall be required unless such
adjustment, together with any amount being carried forward as hereinafter
provided, would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 8(b) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment and shall not, in any event, be lost by passage of time or
otherwise.  All calculations under this Section 8 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be. 
Notwithstanding the first sentence of this Section 8(b), any adjustment required
by this Section 8 shall be made no later than the earlier of one year from the
date of the transaction which mandates such adjustment or the expiration of the
right to exercise any Warrant.

                  (c)  In the event that at any time, as a result of an
adjustment made pursuant to Section 8(a) hereof, the Holder shall become
entitled to receive any shares or units of capital stock of the Company other
than shares of Common Stock upon the exercise or conversion of Warrants,
thereafter the number of such other shares or units so receivable upon exercise
of the Warrants shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as  practicable to the provisions with respect to
the Common Stock contained in Section 8(a) hereof, and the provisions of this
Warrant Certificate with respect to the shares of Common Stock shall apply on
like terms to any such other shares or units.

                  (d)  Irrespective of any adjustments in the Purchase Price or
the number of shares of Common Stock issuable upon the exercise of Warrants,
this Warrant Certificate or Warrant Certificates thereafter issued may continue
to express the Purchase Price and the number of shares stated in this Warrant
Certificate and the Purchase Price and such number of shares specified thereon
shall be deemed to have been so adjusted.

                                      5

<PAGE>

                  (e)  The Company may elect to adjust the number of Warrants,
in substitution for any adjustment in the number of shares of Common Stock
purchasable upon the exercise of the Warrants as provided in Section 8(a)
hereof, such that the total number of shares of Common Stock issuable upon
exercise of the Warrants is the same as if such adjustment had been made but
such that each of the Warrants outstanding after such adjustment of the number
of Warrants is exercisable for one share of Common Stock.  The Company shall
notify the Holder in writing of such election.  Upon each adjustment of the
number of Warrants pursuant to this subsection (e), the Company shall as
promptly as practicable cause to be distributed to the Holder Warrant
Certificates evidencing, subject to Section 11, the additional or substitute
Warrants to which the Holder shall be entitled as a result of such adjustment;
or, at the option of the Company, shall cause to be distributed to the Holder in
substitution and replacement for the Warrant Certificates held by the Holder
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Warrant Certificates evidencing all the Warrants to which the
Holder shall be entitled after such adjustment.  Warrant Certificates so to be
distributed shall be issued in the manner provided for herein (and shall bear
the adjusted Purchase Price, if applicable) and shall be registered in the name
of the Holder.

                  (f)  In any case in which this Section 8 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the Holder of any Warrant exercised after such record date
the shares of Common Stock and other capital stock of the Company, if any,
issuable upon such exercise over and above the shares of Common Stock and other
capital stock of the Company, if any, issuable upon such exercise on the basis
of the Purchase Price in effect prior to such adjustment; PROVIDED, HOWEVER,
that the Company shall deliver to the Holder a due bill or other appropriate
instrument evidencing the Holder's right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

                  9.   CERTIFICATION OF ADJUSTED PURCHASE PRICE AND NUMBER OF
SHARES ISSUABLE.  Whenever the Purchase Price and the number of shares of Common
Stock issuable upon the exercise of each Warrant are adjusted as provided in
Section 8 above, the Company shall provide notice to the Holder in writing
setting forth the Purchase Price as so adjusted, the number of shares of Common
Stock issuable upon the exercise of each Warrant as so adjusted, and a brief
statement of the facts accounting for such adjustment to the Holder.  Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of any action referred to in Section 8 hereof.

                  10.  CONSOLIDATION, MERGER OR SALE OF ASSETS; CERTAIN
DISTRIBUTIONS.  If (i) the Company shall at any time consolidate with or merge
with or into another corporation and (ii) the Common Stock is exchanged,
cancelled or reclassified in connection with such transaction, the Holder will
thereafter receive, upon the exercise hereof in accordance with the terms of
this Agreement, the securities, property or cash to which the holder of the
number of shares of Common Stock deliverable upon the exercise of the Warrants
immediately prior to such transaction would have been entitled upon such
consolidation or merger, and the Company shall take such steps in connection
with such consolidation or merger as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to any securities or property 

                                      6

<PAGE>

thereafter deliverable upon the exercise of the Warrants.  A sale or lease of 
all or substantially all the assets of the Company for a consideration (apart 
from the assumption of obligations) consisting primarily of securities shall 
be deemed a consolidation or merger for the purposes of clause (i) of the 
first sentence of this Section 10.  The provisions of this Section 10 shall 
similarly apply to successive mergers or consolidations or sales or other 
transfers.  Further, in the event that the Company proposes to make a 
distribution of assets or properties of the Company to the holders of its 
Common Stock (excluding non-liquidating cash dividends being made out of 
earnings for the current or immediately preceding fiscal year, and excluding 
any distribution for which there is an antidilution adjustment pursuant to 
Section 8(a) above), the Company shall provide the holders of the Warrants 
with written notice at least twenty (20) days prior to the earlier of the 
date for such distribution or the record date therefor, in order to enable 
the holders of the Warrants to exercise the Warrants prior to the making of 
the distribution or the record date therefor.

                  11.  FRACTIONAL WARRANTS AND FRACTIONAL SHARES.  

                  (a)  Notwithstanding an adjustment pursuant to Section 8(e)
hereof in the number of Warrants, the Company shall not be required to issue
Warrant Certificates which evidence fractional Warrants.  If the Company so
elects, in lieu of such fractional Warrants, there shall be paid to the Holder
to whom such fractional Warrants would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole Warrant (as
determined in good faith by the Board of Directors of the Company).  

                  (b)  Notwithstanding an adjustment pursuant to Section 8(a)
hereof in the number of shares covered by a Warrant, the Company shall not be
required to issue fractions of shares upon exercise of the Warrants or to
distribute certificates which evidence fractional shares.  In lieu of fractional
shares, at the Company's election, there shall be paid to the Holder at the time
Warrants are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of a share of Common Stock (as determined
in good faith by the Board of Directors of the Company).  

                  (c)  The Holder, by the acceptance of the Warrant, expressly
waives his right to receive any fractional Warrant or any fractional share upon
exercise of a Warrant.

                  12.  RIGHT OF ACTION.  All rights of action in respect of this
Warrant Certificate are vested in the Holder.  

                  13.  AGREEMENT OF WARRANT CERTIFICATE HOLDERS. The Holder of
this Warrant Certificate by accepting the same consents and agrees with the
Company and with every other holder of a Warrant Certificate that:

                  (a)  the Warrant Certificates are transferable only on the
registry books of the Company if surrendered at the principal office of the
Company; and

                  (b)  the Company may deem and treat the person in whose name
each Warrant Certificate is registered as the absolute owner thereof and of the
Warrants evidenced thereby (notwithstanding any notations of ownership or
writing on the Warrant Certificates made by anyone other than the Company) for
all purposes whatsoever, and the 

                                      7

<PAGE>

Company shall not be affected by any notice to the contrary.

                  14.  NOTICES. Notices or demands authorized by this Warrant
Certificate to be given or made by the Holder to the Company shall be
sufficiently given or made if made in writing and shall be delivered by personal
service or telegram, telecopier or registered or certified mail (if such service
is not available, then by first class mail), postage prepaid, to such address as
may be designated to the Holders from time to time by the Company and which
shall initially be:

                     Alliance Imaging, Inc.
                     3111 No. Tustin Avenue, Suite 150
                     Orange, California  92665
                     Attention:  Chief Financial Officer
                     Telecopier No. (714) 921-5678

Notices or demands authorized by this Warrant Certificate to be given or made by
the Company to the Holder shall be sufficiently given or made if made in writing
and shall be delivered by personal service or telegram, telecopier or registered
or certified mail (if such service is not available, then by  first-class mail),
postage prepaid, addressed to the Holder at the address of the Holder as shown
on the registry books of the Company.  Any notice hereunder sent by registered
or certified mail shall be deemed to have been given three (3) days after the
date on which it is mailed.  All other notices shall be deemed given when
received.  No objection may be made to the manner of delivery of any notice
actually received in writing by an authorized agent of a party.  

                  15.  SUPPLEMENTS AND AMENDMENTS.  This Warrant Certificate,
together with other agreements being executed and delivered simultaneously
herewith, constitutes the Company's and the Holder's entire agreement with
respect to the subject matter hereof and supersedes all agreements,
representations, warranties, statements, promises and understandings, whether
oral or written, with respect to the subject matter hereof.  This Warrant
Certificate may be amended, altered or modified only by a writing signed by the
Company and the Holder.  

                  16.  SUCCESSORS AND ASSIGNS.  All the covenants and provisions
of this Warrant Certificate by or for the benefit of the Company or the Holder
shall bind and inure to the benefit of their respective successors and assigns. 
This Warrant Certificate and the Warrants represented hereby are assignable, in
whole or in part, at the option of the Holder.

                  17.  BENEFITS OF THIS AGREEMENT.  Nothing in this Warrant
Certificate shall be construed to give to any person or entity other than the
Company and the Holder any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company and the Holder.

                  18.  GOVERNING LAW.  This Warrant Certificate has been
negotiated and issued in the State of California, concerns a California issuer,
and all questions with respect to the Warrant Certificate and the rights and
liabilities of the Company and the Holder shall be governed by the laws of that
state, regardless of the choice of laws provisions of California or any other
jurisdiction.  Any and all disputes between the Company and the Holder 

                                      8

<PAGE>

which may arise pursuant to this Warrant Certificate shall be heard and 
determined before the appropriate federal or state court located in Orange 
County, California. The Company and the Holder acknowledge that each such 
court has the jurisdiction to interpret and enforce the provisions of this 
Warrant Certificate and the parties waive any and all objections that they 
may have as to venue in any of the above courts.

                  19.  DESCRIPTIVE HEADINGS.  Descriptive headings of the
several Sections of this Warrant Certificate are inserted for convenience only
and shall not control or affect the meaning or construction of any of the
provisions hereof.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Warrant Certificate as of the date first set forth above.

                                           ALLIANCE IMAGING, INC.



                                           By:
                                              ---------------------------------

                                           Its:
                                               --------------------------------


                                           WARRANT HOLDER

                                           ------------------------------------


                                           By:
                                              ---------------------------------

                                           Its:
                                               --------------------------------


                                      9

<PAGE>

                                   ASSIGNMENT


                     (To be executed by the Holder if such 
              Holder desires to transfer the Warrant Certificate.)


                  FOR VALUE RECEIVED _________________________________________
hereby sells, assigns and transfers unto





                  (Please print name and address of transferee)

this Warrant Certificate, together with all right, title and  interest 
therein, and does hereby irrevocably constitute and appoint 
__________________________ attorney, to transfer the within Warrant 
Certificate on the books of the within-named Company, with full power of 
substitution.  

Dated ______________


                  Signature ___________________________________




                                     NOTICE

                  The signature to the foregoing Assignment must correspond to
the name as written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatsoever.

                                     10

<PAGE>

                              ELECTION TO PURCHASE



                      (To be executed if the Holder desires
                      to exercise the Warrant Certificate)



To:  ALLIANCE IMAGING, INC.



                  The undersigned hereby irrevocably elects to exercise
______________________ Warrants represented by this Warrant Certificate to
purchase the shares of Common Stock issuable upon the exercise of such Warrants
and requests that certificates for such shares be issued in the name of:



                    (Please print name and address and insert
                  social security or other identifying number)

If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to: 



                    (Please print name and address and insert
                  social security or other identifying number)

Dated: ____________________



                                      ______________________________________
                                      Signature 

                                      (Signature must conform in all respects 
                                      to name of the Holder as specified on
                                      the face of this Warrant Certificate)

                                      11