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                                                               EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT is made and entered into as of November 27, 2000, by and
between Alliance Imaging, Inc., a Delaware corporation (hereinafter called the
"Corporation"), and Jamie E. Hopping (hereinafter called the "Executive"). For
purposes of this Agreement, employment with the Corporation shall include
employment with any of its affiliated companies.

WITNESSETH THAT:

         The Corporation desires to employ the Executive as a President and
Chief Operating Officer (collectively, the "PRESIDENT"), and the Executive
desires to accept such employment;


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

1.       EMPLOYMENT AND TERM.

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

         (b)      Term. The term of the Executive's employment under this
Agreement shall commence on the date hereof (the "Effective Time") and shall end
on the first anniversary of the Effective Time, subject to the extension of such
term as hereinafter provided and subject to earlier termination as provided in
Paragraph 8. The expiration of the term of this Agreement shall be extended
automatically by an additional three months as of the last day of each quarterly
period following the Effective Time unless either party desires to modify or
terminate this Agreement and notifies the other party of its desire to modify or
terminate this Agreement at least 30 days prior to any such quarterly renewal
date. The period of employment as provided in this Paragraph 1(b) is sometimes
referred to herein as the "Term".

2.       DUTIES.

                  During the Term, the Executive shall serve as the President of
the Corporation and have all powers and duties consistent with such position.
The Executive shall devote substantially her entire time during reasonable
business hours (reasonable sick leave and vacations excepted) and use diligent
efforts to fulfill faithfully, responsibly and to the best of her ability her
duties hereunder; PROVIDED, HOWEVER, that Executive may engage in and devote
time to other non-competitive activities to the extent that such time spent is
immaterial and does not interfere with Executive's obligations hereunder. During
the Term, Executive shall report to the Chief Executive Officer of the
Corporation. Executive's duties shall be performed, initially, principally at
the Corporation's current offices located in Anaheim, California, or such other
locations agreed upon by the parties. Notwithstanding, the foregoing, Executive
may be required


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to travel in the conduct of the Corporation's business and to discharge her
duties hereunder, provided that the amount and nature of such travel is
reasonably consistent with the amount and nature of travel engaged in by
other executive officers of the Corporation during the twelve-month period
immediately preceding the date of this Agreement.

3.       SALARY.

                  The Corporation shall pay to the Executive as compensation for
her services a salary of not less than $350,000.00 per year, payable in
accordance with the Corporation's payroll procedures. From time to time, the
Board of Directors of the Corporation or a committee thereof (the "Board") will
review the Executive's performance and compensation, and will consider
adjustments thereto.

4.       ANNUAL BONUSES.

                  For each calendar year during the term of employment, the
Executive shall be eligible to receive a cash bonus based on the Corporation's
achievement of certain operating and/or financial or other goals established by
the Board in its sole discretion, with an initial annual target bonus amount
(based on the Corporation's achievement of a reasonable operating budget to be
approved by the Board) equal to 70% (the "Target Bonus") of the Executive's then
current annual base salary. The bonus plan shall be adopted and administered by
the Compensation Committee of the Board. For 2001, Executive shall be guaranteed
66% of the Target Bonus (i.e., 46.2%) notwithstanding Executive's and/or the
Corporation's performance with such guaranteed portion of the Target Bonus to be
paid on a quarterly basis during 2001. Subsequent to 2001, bonuses, if any, will
be paid to Executive in accordance with the terms and conditions of the
Corporation's Executive Incentive Plan.

5.       EQUITY INCENTIVE COMPENSATION.

                  During the term of employment hereunder the Executive shall be
eligible to participate in the Corporation's Stock Option Plan in effect as of
the date hereof.

6.       OTHER BENEFITS.

                  In addition to the compensation described in Paragraphs 3
through 5, above, the Executive shall also be entitled to the following:

         (a)      Expense Reimbursement. Executive will be reimbursed all
reasonable, ordinary and necessary business expenses, including expenses for
entertainment, travel and similar items that are approved by the Corporation in
accordance with its regular policy(ies) for business expense reimbursement. The
Corporation will reimburse Executive for all expenses upon presentation by
Executive of itemized accounts of such expenditures in accordance and in the
manner and on a form reasonably prescribed by the Corporation.

         (b)      Car Allowance. The Corporation shall pay to the Executive a
monthly automobile allowance (the "Automobile Allowance") of not less than $800,
to help


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

         (c)      Vacation. The Executive shall be entitled to all legal
holidays, and three weeks paid vacation per annum, in accordance with the
Corporation's current policies.

         (d)      Insurance and Benefits. The Executive and her "dependents," to
the extent eligible thereunder, shall be entitled to participate in all employee
and executive benefit plans, programs and policies currently available to other
Corporation employees of comparable status, title and experience, as well as any
plans, programs and policies adopted by the Corporation during the Term of this
Agreement.

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

         (f)      Transitional Expenses. The Corporation shall reimburse
Executive for all actual and reasonable costs for relocation of Executive's
family from Irving, Texas to Orange County, California. The Corporation will
also reimburse Executive for the actual costs for rental housing in Orange
County, California for a six month period not to exceed $14,000.00 for such
six-month period. The Corporation shall pay Executive $1,500.00 per month for a
maximum of six months for travel to and from Texas until relocation of
Executive's family to Orange County, California.

         (g)      The Corporation will engage a relocation company to assist in
the disposition of your current residence. The Corporation and/or the relocation
company will ensure that you will receive the appraised value of your residence.
Such value is to be determined by independent appraisers.

7.       CONFIDENTIALITY.

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

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


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

         (c)      That violation of this Paragraph 7 would cause the Corporation
irreparable damage for which the Corporation cannot be reasonably compensated in
damages in an action at law, and therefore in the event of any breach or
threatened breach by Executive of this Paragraph 7, the Corporation shall be
entitled to make application to a court of competent jurisdiction for equitable
relief by way of injunction or otherwise (without being required to post a
bond). This provision shall not, however, be construed as a waiver of any of the
rights which the Corporation may have for damages under this Agreement or
otherwise, and all of the Corporation's rights and remedies shall be
unrestricted and cumulative.

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

         (e)      The foregoing 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 or the public (other than as a result of Executive's breach of
this covenant), (iii) was known by Executive prior to her becoming employed by
the Corporation, or (iii) is subsequently obtained by Executive other than in
the course of performing duties for the Corporation.

8.       TERMINATION.

                  Unless earlier terminated in accordance with the following
provisions of this Paragraph 8, the Corporation shall continue to employ the
Executive and the Executive shall remain employed by the Corporation during the
entire Term. Paragraph 9 hereof sets forth certain obligations of the
Corporation in the event that the Executive's employment hereunder is
terminated. Certain capitalized terms used in this Paragraph 8, Paragraph 9 and
Paragraph 10 hereof are defined in Paragraph 8(d), below.

         (a)      Death or Disability. Except to the extent otherwise provided
in Paragraph 9 with respect to certain post-Date of Termination payment
obligations of the Corporation, this Agreement shall terminate immediately as of
the Date of Termination in the event of the Executive's death or in the event
that the Executive becomes disabled. The Executive will be deemed to be disabled
upon the earlier of (i) the end of a six (6) consecutive month period during
which, by reason of physical or mental injury or disease, the Executive has been
unable to perform substantially all of her usual and customary duties under this
Agreement or (ii) the date that a reputable physician selected by the Board, and
as to whom the Executive has no reasonable objection, determines in writing that
the Executive will, by reason of physical or mental injury or disease, be unable
to perform substantially all of the Executive's usual and customary duties under
this Agreement for a period of at least six (6) consecutive months. If any
question arises as to whether the Executive is disabled, upon reasonable request
therefor by the Board, the Executive shall


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submit to reasonable medical examination for the purpose of determining the
existence, nature and extent of any such disability. In accordance with
Paragraph 14, the Board shall promptly give the Executive written notice of
any such determination of the Executive's disability and of any decision of
the Board to terminate the Executive's employment by reason thereof.

         (b)      Discharge for Cause. In accordance with the procedures
hereinafter set forth, the Board may discharge the Executive from her employment
hereunder for Cause. Except to the extent otherwise provided in Paragraph 9 with
respect to certain post-Date of Termination obligations of the Corporation, this
Agreement shall terminate immediately as of the Date of Termination in the event
the Executive is discharged for Cause. Any discharge of the Executive for Cause
shall be communicated by a Notice of Termination to the Executive given in
accordance with Paragraph 14 of this Agreement. For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon and (ii) if the
Date of Termination is to be other than the date of receipt of such notice,
specifies the termination date (which date shall in all events be within fifteen
(15) days after the giving of such notice). In the case of a discharge of the
Executive for Cause, the Notice of Termination shall include a copy of a
resolution duly adopted by the Board at a meeting called and held for such
purpose authorizing such action. No purported termination of the Executive's
employment for Cause shall be effective without a Notice of Termination.

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

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

                  (i)      "Accrued Obligations" shall mean, as of the Date of
                           Termination, the sum of (A) the Executive's base
                           salary under Paragraph 3 through the Date of
                           Termination to the extent not theretofore paid, (B)
                           the amount of any bonus, incentive compensation,
                           deferred compensation and other cash compensation
                           accrued by the Executive as of the Date of
                           Termination to the extent not theretofore paid and
                           (C) any vacation pay, expense reimbursements and
                           other cash entitlements accrued by the Executive as
                           of the Date of Termination to the extent not
                           theretofore paid. For the purpose of this Paragraph
                           8(d)(i), accrued bonus shall be equal to (A) the
                           amount up to, but not to exceed, the Target Bonus,
                           based upon the Executive's regional and personal
                           performance requirements contained in the
                           Corporation's Executive Incentive Plan (such
                           calculation shall be made as of the last completed
                           month preceding the Date of Termination), multiplied


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                           by (B) a fraction equal to the number of days in such
                           year preceding the Date of Termination divided by
                           365, less (C) any payments previously made with
                           respect to such Target Bonus.

                  (ii)     "Cause" means that any of the following has occurred
                           with respect to Executive: (A) Executive has been
                           convicted of a felony (other than a motor vehicle
                           moving violation); (B) Executive has been convicted
                           of stealing funds or property from the Corporation or
                           otherwise engaged in fraudulent conduct against the
                           Corporation; (C) Executive has engaged in knowing and
                           willful misconduct which is materially injurious to
                           the Corporation; (D) Executive has failed or refused
                           to comply with the directions of the Board that are
                           reasonably consistent with Executive's current
                           executive employee title and the terms of this
                           Agreement, the failure with which to comply is
                           materially injurious to the Corporation; or (E)
                           Executive has repeatedly failed or refused to comply
                           with the directions of the Board that are reasonably
                           consistent with Executive's current executive
                           employee title and the terms of this Agreement.
                           Notwithstanding clause (E) of the preceding sentence,
                           no act or omission by the Executive shall constitute
                           Cause hereunder unless the Corporation has given
                           detailed written notice thereof to the Executive, and
                           the Executive has failed to remedy such act or
                           omission within a reasonable time after receiving
                           such notice.

                  (iii)    "Date of Termination" shall mean (A) in the event of
                           a discharge of the Executive by the Board for Cause,
                           the date the Executive receives a Notice of
                           Termination, or any later date specified in such
                           Notice of Termination, as the case may be, (B) in the
                           event of a discharge of the Executive without Cause
                           or a resignation by the Executive, the date specified
                           in the written notice to the Executive (in the case
                           of discharge) or the Corporation (in the case of
                           resignation), which date shall be no less than thirty
                           (30) days from the date of such written notice, (C)
                           in the event of the Executive's death, the date of
                           the Executive's death, and (D) in the event of
                           termination of the Executive's employment by reason
                           of disability pursuant to Paragraph 8(a), the date
                           the Executive receives written notice of such
                           termination (or, if earlier, six (6) months following
                           the date the Executive's disability began).

                  (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 any
                                    duties inconsistent in any material respect
                                    with the Executive's positions with the
                                    Corporation as set forth in this Agreement
                                    (including status, offices, titles and
                                    reporting requirements), authority, duties
                                    or responsibilities as contemplated by
                                    Paragraph 2; or


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

                           (D)      the Corporation requires Executive to change
                                    the location of her principal office or
                                    offices in a manner inconsistent with
                                    Paragraph 2 hereof;

                           (E)      the Corporation or the Board shall notify
                                    the Executive that it does not want to renew
                                    the Term pursuant to Paragraph 1(b); or

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

9.       OBLIGATIONS OF THE CORPORATION UPON TERMINATION.

                  The following provisions describe the obligations of the
Corporation to the Executive under this Agreement upon termination of her
employment.

         (a)      Death, Disability, Discharge for Cause, or Resignation Without
Good Reason. In the event this Agreement terminates pursuant to Paragraph 8(a)
by reason of the death or disability of the Executive, or pursuant to Paragraph
8(b) by reason of the discharge of the Executive by the Corporation for Cause,
or pursuant to Paragraph 8(c) by reason of the resignation of the Executive
other than for Good Reason, the Corporation shall pay to the Executive, or her
heirs or estate, in the event of the Executive'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 this Agreement terminates pursuant to
Paragraph 8(a) by reason of the disability of the Executive, the Corporation
shall continue to provide to the Executive, for a 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 to Executive in accordance with
the plans, programs and arrangements referred to in Paragraph 6(d) and (e) of
this Agreement, in addition to any other benefits or payments to which Executive
is entitled hereunder or otherwise.

         (b)      Discharge Without 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 for Cause, death or
disability or by reason of the resignation of the Executive for Good 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 one year, 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


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                           plans, programs and arrangements referred to in
                           Paragraph 6(d) and (e) of this Agreement; and

                  (iii)    The Corporation shall, at its sole expense (not to
                           exceed $25,000), provide the Executive with
                           outplacement services the scope and provider of which
                           shall be selected by the Executive.

10.      DEFRA LIMITATION.

         (a)      Notwithstanding anything in this Agreement to the contrary, in
the event that the provisions of the Deficit Reduction Act of 1984 ("DEFRA")
relating to "excess parachute payments" shall be applicable to any payment or
benefit received or to be received by Executive in connection with a termination
of the Executive's employment with the Corporation, then the total amount of
payments or benefits payable to Executive which are deemed to constitute
parachute payments shall be reduced to the largest amount such that provisions
of DEFRA relating to "excess parachute payment" shall no longer be applicable.
Should such a reduction be required, the Executive shall determine, in the
exercise of his sole discretion, which payment or benefit to reduce or
eliminate. Pending such determination, the Corporation shall continue to make
all other required payments to Executive at the time and in the manner provided
herein and shall pay the largest portion of any parachute payments such that the
provisions of DEFRA relating to "excess parachute payments" shall no longer be
applicable.

         (b)      Recharacterization of Payments. Due to the complexity in the
application of Section 280(G) of the Internal Revenue Code of 1986, as amended
(the "Code") it is possible that payments made or benefits received hereunder
should not have been made under Paragraph 10(a) (an "Overpayment"). In the event
that it is determined in writing by the Corporation's outside auditors in their
reasonable good faith judgment or by any court of competent jurisdiction that an
Overpayment has been made resulting in an "Excess Parachute Payment" as defined
in Section 280G(b)(1) of the Code, then any such Overpayment shall be treated
for all purposes as an unsecured, long-term loan from the Corporation to the
Executive, her personal representative, her successors or assigns, as the case
may be, that is payable, together with accrued interest from the date of the
making of the Overpayment at the rate of 8% per annum on the later to occur of
the third anniversary of the payment of such Overpayment, or 6 months following
the date upon which it is determined an Overpayment was made. Should it be
determined that such an Overpayment has been made, the Executive shall
determine, in the exercise of her sole discretion, which payments or benefits
shall be deemed to constitute the Overpayment.

11.      NO SET-OFF OR MITIGATION.


                  The Corporation's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Corporation may have against the Executive or others.
In no event shall the Executive be obligated to seek other employment or take
any other action by way of mitigation of the


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amounts payable to the Executive under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not the Executive
obtains other employment.

12.      PAYMENT OF CERTAIN EXPENSES.

                  The losing party in any suit or proceeding to enforce this
Agreement shall reimburse the prevailing party for all reasonable costs and
expenses incurred in connection with such suit or proceeding.

13.      BINDING EFFECT.

                  This Agreement shall be binding upon and inure to the benefit
of the heirs and representatives of the Executive and the successors and assigns
of the Corporation. The Corporation shall require 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 in form and substance reasonably satisfactory to the
Executive, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform
this Agreement if no such succession had taken place. Regardless of whether such
an agreement is executed, this Agreement shall be binding upon any successor of
the Corporation in accordance with the operation of law, and such successor
shall be deemed the "Corporation" for purposes of this Agreement.

14.      NOTICES.

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

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

                  Alliance Imaging, Inc.
                  1065 North PacifiCenter Drive, Suite 200
                  Anaheim, CA 92806 Attention: General Counsel
                  Facsimile: (714) 688-3377


         (b)      If to the Executive, to:

                  Ms. Jamie E. Hopping
                  1410 Cottonwood Valley Circle North
                  Irving, TX  75038


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


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15.      INDEMNIFICATION.

                  The Corporation agrees to indemnify the Executive to the
fullest extent permitted by law for her services to, or on behalf of the
Corporation, as an Executive hereunder, as a director (as applicable) and in any
and every other capacity in which he may serve the Corporation or its interests.
In furtherance of such agreement to indemnify, but not by way of limitation, the
terms of the Corporation's certificate of incorporation and by-laws providing
for such indemnification and payment of expenses, as in effect on the date
hereof, are hereby incorporated by reference as if fully stated herein. For the
purpose of this Agreement, any amendment to said certificate of incorporation or
by-laws shall not be effective to reduce, qualify or otherwise limit the scope,
benefit or enforceability of this provision; provided, however, if any such
amendment extends or improves the scope, benefit or enforceability of the
indemnification and payment of expenses contained in such certificate of
incorporation or by-laws for any officer, director, employee or agent, such
extended or improved provisions shall be deemed to be incorporated by reference
herein for the benefit of the Executive without any further action by the
Corporation or the Executive.


                  The indemnification provided in this Section 15 shall include,
without limitation, all legal fees and expenses that may be incurred by
Executive (whether during the term of her employment hereunder or following the
termination of this Agreement) to the extent that such legal fees and expenses
relate to any claim or other cause of action in respect of the Corporation or
Executive's services to, or on behalf of, the Corporation as Executive
hereunder, as a director (as applicable), and in any and every other capacity in
which she may serve the Corporation or its interests.

16.      TAX WITHHOLDING.

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

17.      ARBITRATION.

                  Except as to any controversy or claim which the Executive
elects, by written notice to the Corporation, to have adjudicated by a court of
competent jurisdiction, any controversy or claim arising out of or relating to
this Agreement or the breach hereof shall be settled by arbitration in Los
Angeles, California in accordance with the laws of the State of California. The
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association. The costs and expenses of the


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<PAGE>

arbitrator(s) shall be borne by the Corporation. The award of the
arbitrator(s) shall be binding upon the parties. Judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction.

18.      NO ASSIGNMENT.

                  Except as otherwise expressly provided herein, this Agreement
is not assignable by any party 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.

                  This Agreement may be executed by the parties hereto in two
(2) or more counterparts, each of which shall be deemed to be an original, but
all such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.

20.      JURISDICTION AND GOVERNING LAW.

                  Except as provided in Paragraph 17, jurisdiction over disputes
with regard to this Agreement shall be exclusively in the courts of the State of
California, and this Agreement shall be construed and interpreted in accordance
with and governed by the laws of the State of California, other than the
conflict of laws provisions of such laws.

21.      SEVERABILITY.

                  If any provision of this Agreement shall be adjudged by any
court of competent jurisdiction to be invalid or unenforceable for any reason,
such judgment shall not affect, impair or invalidate the remainder of this
Agreement. Furthermore, if the scope of any restriction or requirement contained
in this Agreement is too broad to permit enforcement of such restriction or
requirement to its full extent, then such restriction or requirement shall be
enforced to the maximum extent permitted by law, and the Executive consents and
agrees that any court of competent jurisdiction may so modify such scope in any
proceeding brought to enforce such restriction or requirement.

22.      PRIOR UNDERSTANDINGS.

                  This Agreement and that certain Letter Agreement by and
between the Corporation and Executive dated even date herewith embodies the
entire understanding of the parties hereto and, upon its effectiveness, will
supersede all other oral or written agreements or understandings between them
regarding the subject matter hereof. No change, alteration or modification
hereof may be made except in a writing, signed by each of the parties hereto.
The headings in this Agreement are for convenience and reference only and shall
not be construed as part of this Agreement or to limit or otherwise affect the
meaning hereof.


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

Attest:                                 ALLIANCE IMAGING, INC.



/s/ Russell D. Phillips, Jr.            By: /s/ Richard N. Zehner
-----------------------------------        -------------------------------------
Name:    Russell D. Phillips, Jr.          Name:     Richard N. Zehner
                                           Title:    Chairman and Chief
                                                     Executive Officer


                                        EXECUTIVE


                                        By: /s/ Jamie E. Hopping
                                           -------------------------------------
                                           Name:     Jamie E. Hopping
                                                     President and
                                                     Chief Operating Officer















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