Exhibit 10.27

AMENDMENT TO  EMPLOYMENT AGREEMENT, NON-QUALIFIED STOCK OPTION AGREEMENT  AND NON-COMPETE AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT, NON-QUALIFIED STOCK OPTION AGREEMENT AND NON-COMPETE AGREEMENT (this
"Amendment") is made as of May 21, 2003, with respect to that certain Employment Agreement dated as of July 23, 1997, as amended on
December 31, 1997 and February 5, 1998, a copy of each of which is attached hereto asExhibit A, (as previously amended to the date
hereof, the "Employment Agreement"), by and between Alliance Imaging, Inc., a Delaware corporation (the
"Corporation"), and Richard N. Zehner (the "Executive"), with respect to that certain
Non-Qualified Stock Option Agreement dated as of November 2, 1999, as amended on June 20, 2001, a copy of each of which is attached hereto as Exhibit B, (the "Option Agreement") by and between the Corporation and the Executive, and with
respect to that certain Agreement, dated as of July 23, 1997, a copy of which is attached hereto asExhibit C, (the
"Non-Compete Agreement," and together with the Employment Agreement and the Option Agreement, the
"Agreements"), by and among the Corporation, the Executive and Newport Investment LLC.

WHEREAS,
the Employment Agreement provides for the employment of Executive as Chief Executive Officer ("CEO") of the Corporation;

WHEREAS,
the Executive has resigned as CEO of the Corporation but desires to continue his employment with the Corporation until May 1, 2005 pursuant to the terms of the Employment
Agreement as amended hereby;

WHEREAS,
the Executive and the Corporation have agreed to amend to Option Agreement to reduce the number of shares of the Corporation's common stock, par value $.01 per share (the
"Common Stock") subject to such Option Agreement to 200,000 shares, to provide that all such options are "Time Options" as defined in the Option
Agreement, and to amend the commencement of exercisability with respect to such Time Options;

WHEREAS,
the Corporation has agreed to provide the Executive with a retention bonus provided he is employed by the Corporation on May 1, 2005;

WHEREAS,
pursuant to the Corporation's 1997 Stock Option Plan (the "1997 Plan") and that certain Stock Option Agreement dated as of
December 18, 1997, as amended as of February 5, 1998, (the "Old Option Agreement") the Executive currently has the right to purchase
1,020,770 shares of the Corporation's Common Stock, par value $.01 per share (the "Common Stock");

WHEREAS,
the Executive and the Corporation have agreed to cancel the Old Option Agreement in return for a cash payment; and

WHEREAS,
the Corporation and Executive wish to amend certain provisions of the Employment Agreement, Option Agreement and Non-Compete Agreement to reflect the terms and
conditions of Executive's continued employment with the Corporation.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Executive agree as follows:

1.Definitions.Capitalized terms used in this Amendment but not separately defined herein shall have the
meaning ascribed to them in the Employment Agreement, as amended hereby, and if not defined in the Employment Agreement, such terms shall have the meaning ascribed to them in the Option Agreement, as
amended hereby.

2.Cancellation of Old Options Agreement.The Executive hereby cancels and relinquishes all rights to purchase
shares of Common Stock pursuant to the Employment Agreement, the Old Option Agreement and the 1997 Plan in return for a cash payment equal to $1,535,748.50. Upon execution of

---

this
Amendment, the Executive shall return to the Corporation the Old Option Agreement, marked as cancelled, and the Corporation shall pay by wire transfer to an account designated by the Executive
$1,535,748.50 in cash, less required tax withholdings.

3.Amendments to Employment Agreement.





2

---





3

---







4

---



4.Amendments to Non-Compete Agreement.

(a)   Immediately
following the termination of the Executive's employment with the Corporation by the Corporation without Cause (as defined in the Employment Agreement as
amended hereby), the Executive shall be entitled to receive pursuant to Paragraph 5 of the Non-Compete Agreement, to the extent not previously paid, (x) the Executive's
salary provided for in Paragraph 3 of the Employment Agreement, as amended hereby, (i.e. $684,738) from the Date of Termination until May 1, 2005, and (y) the continuation of
benefits provided to the Executive and/or his family pursuant to Paragraph 7 of the Employment Agreement, as amended hereby, until May 1, 2005. The Corporation shall not be obligated to
make any payment or provide any benefits contemplated by this Section 4 or by Paragraph 5 of the Non-Compete Agreement to the Executive if the Executive (x) fails to
cure a breach of the Non-Compete Agreement within fifteen days after receipt of notice of such breach from the Corporation, or (y) if the Executive's employment with the
Corporation is terminated (a) upon expiration of the Term of the Employment Agreement (i.e. May 1, 2005), (b) by reason of death or disability of the Executive, (c) by the
Corporation for Cause (as defined in the Employment Agreement, as amended hereby), or (d) by the Executive.

5

---

(b)   All
payments pursuant to Paragraph 5 of the Non-Compete Agreement shall be made in equal semi-monthly installments on a basis consistent
with the Corporation's then existing regular payroll practices.

(c)   Upon
execution of this Amendment, the Executive waives and relinquishes any rights to receive any payments pursuant to Paragraph 5 of the Non-Compete
Agreement in excess of, or in addition to, those provided by this Section 4.

5.Amendment of Option Agreement.

(a)   In
order to amend the Option Agreement to cancel the Performance Option with respect to all shares of Common Stock and to reduce the number of shares of Common Stock
subject to the Time Option to 200,000 shares of Common Stock as of the date hereof, the Executive and the Corporation agree as follows. The number of shares of Common Stock which are identified as
subject to the Time Option on the signature page of the Option Agreement is amended from "62,375" (pre-split) to "200,000 (post-split)". The number of shares of Common Stock
which are identified as subject to the Performance Option on the signature page of the Option Agreement is amended from "62,375" (pre-split) to "0." Except as provided in this
Section 5(a), Executive hereby cancels and relinquishes all rights to purchase shares of Common Stock pursuant to the Option Agreement and the Corporation's 1999 Equity Plan.

(b)   Section 3.1(a)
of the Option Agreement is deleted in its entirety and replaced with the following:



6

---



6.Release of Corporation by Executive.

(a)General Release. Executive hereby releases and forever discharges the Corporation, its successors and their respective
associates, owners, stockholders, assigns, employees, agents, directors, officers, partners and representatives and all persons acting by, through, under, or in concert with them, or any of them,
(collectively the "Releasees") of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities,
claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (each referred to as a "Claim" and, collectively, the "Claims"), which he now has
or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing on or prior to the date hereof related to, arising out of or in connection
with his hiring, employment, change in employment status with the Corporation or transactions contemplated by this Amendment, except as may be expressly provided herein and except that the Executive
does not release any obligation of the Corporation to provide him indemnification as an officer and director of the Corporation based upon events or facts occurring or existing on or prior to the date
hereof. The Claims released hereunder include, without limitation, any alleged breach of the Employment Agreement or other Agreements; any alleged breach of any covenant of good faith and fair
dealing, express or implied; any alleged torts or other alleged legal restrictions relating to the Executive's employment and the termination thereof; and any alleged violation of any federal, state
or local statute or ordinance. Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which Executive may have against the Releasees, or any
of them, and Executive agrees to indemnify and hold the Releasees harmless from any liability, claims, demands, damages, costs, expenses and attorneys' fees incurred as a result of any person
asserting any such assignment or transfer of any rights or Claims under any such assignment or transfer from such Executive. Executive agrees that if he hereafter commences, joins in, or in any manner
seeks relief through any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against the Releasees any of the Claims released hereunder, then
he will pay to the Releasees against whom such claim(s) is asserted, in addition to any other damages caused thereby, all attorneys' fees incurred by such Releasees in defending or otherwise
responding to said suit or Claim. The Executive agrees that neither the payment of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever
by the Releasees.

(b)Release of Unknown Claims.

EXECUTIVE ACKNOWLEDGES THAT HE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:



EXECUTIVE BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR
EFFECT.

7.Accrued and Unused Vacation.Upon execution of this Agreement, the Corporation shall pay Executive all
accrued and unused vacation time which shall be paid based upon his base salary prior to

7

---

giving
effect to this amendment ($410,000). The parties agree that the Executive's accrued and unused vacation does not exceed six weeks.

8.Terms.Any reference to the Agreements in the Agreements, this Amendment, any other amendment to the
Agreements, and any other related document, whether dated prior to or after this Amendment, shall refer to the Agreements as heretofore amended and amended hereby.

9.Merger.Except as expressly amended above, the Agreements shall remain in full force and effect and the
provisions thereof are hereby incorporated by reference.

(Signature page follows)

8

---

IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

| |  | /s/RICHARD N. ZEHNERRICHARD N. ZEHNER
| |  | -------------------------------------
| |  |                                      
| |  |                                      
| |  | ALLIANCE IMAGING, INC.               
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               

SIGNATURE PAGE TO AMENDMENT TO EMPLOYMENT AGREEMENT, NON-QUALIFIED STOCK OPTION AGREEMENT AND NON-COMPETE AGREEMENT.

9

---

QuickLinks