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                                                                   EXHIBIT 10.1

                                1999 EQUITY PLAN
                                FOR EMPLOYEES OF
                     ALLIANCE IMAGING, INC. AND SUBSIDIARIES

1.       PURPOSE OF PLAN

         The 1999 Equity Plan for Employees of Alliance Imaging, Inc. and
Subsidiaries (the "Plan") is designed:

                  (a) to promote the long term financial interests and growth of
         Alliance Imaging, Inc. (the "Company") and its Subsidiaries by
         attracting and retaining management and personnel with the training,
         experience and ability to enable them to make a substantial
         contribution to the success of the Company's business;

                  (b) to motivate personnel by means of growth-related
         incentives to achieve long range goals; and

                  (c) to further the identity of interests of participants with
         those of the stockholders of the Company through opportunities for
         stock or stock-based ownership in the Company.

2.       DEFINITIONS

         As used in the Plan, the following words shall have the following
         meanings:

                  (a) "Affiliate" shall mean (i) with respect to any Person, any
         other Person directly or indirectly controlling, controlled by, or
         under common control with, such Person, and (ii) with respect to the
         Company, also any entity designated by the Board of Directors of the
         Company in which the Company or one of its Affiliates has an interest,
         and (iii) with respect to Kohlberg Kravis Roberts & Co., L.P. ("KKR"),
         also any Affiliate of any partner of KKR. For purposes of this Plan,
         "Person" means an individual, partnership, corporation, limited
         liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture, governmental authority or
         other entity of whatever nature, and "control" shall have the meaning
         given such term under Rule 405 of the Securities Act.

                  (b) "Board of Directors" means the Board of Directors of the
         Company.

                  (c) "Committee" means the Compensation Committee of the Board
         of Directors or another committee of the Board designated by the Board
         to administer the Plan.

                  (d) "Common Stock" or "Share" means $.01 par value common
         stock of the Company.

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                  (e) "Employee" means a person, including an officer, in the
         regular full-time employment of the Company or one of its Subsidiaries.

                  (f) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.

                  (g) "Fair Market Value" means such value of a Share as
         reported for stock exchange transactions and/or determined in
         accordance with any applicable resolutions or regulations of the
         Committee in effect at the relevant time.

                  (h) "Grant" means a Non-Qualified Stock Option award made to a
         Participant pursuant to the Plan and described in Section 5.

                  (i) "Grant Agreement" means an agreement between the Company
         and a Participant that sets forth the terms, conditions and limitations
         applicable to a Grant.

                  (j) "Participant" means an Employee, consultant, or other
         person having a unique relationship with the Company or one of its
         Subsidiaries, to whom one or more Grants have been made and such Grants
         have not all been forfeited or terminated under the Plan; provided,
         however, a non-employee director of the Company or one of its
         Subsidiaries may not be a Participant.

                  (k) "Securities Act" means the Securities Act of 1933, as
         amended and the rules and regulations promulgated thereunder.

                  (l) "Stock Options" means the "Non-Qualified Stock Options"
         described in Section 5.

                  (m) "Subsidiary" means any corporation (or other entity) other
         than the Company in an unbroken chain of entities beginning with the
         Company if each of the entities, or group of commonly controlled
         entities, other than the last entity in the unbroken chain, then owns
         stock (or other equity interest) possessing 50% or more of the total
         combined voting power of all classes of equity in one of the other
         entities in such chain.

3.       ADMINISTRATION OF PLAN

                  (a) The Plan shall be administered by the Committee. The
         members of the Committee shall consist solely of individuals who are
         both "non-employee directors" as defined by Rule 16b-3 promulgated
         under the Exchange Act and "outside directors" for purposes of Section
         162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
         to the extent that the Company and its Employees are subject to Section
         16 of the Exchange Act or Section 162(m) of the Code. The Committee may
         adopt its own rules of procedure, and the action of a majority of the
         Committee, taken at a meeting or taken without a meeting by a writing
         signed by such majority, shall constitute action by the Committee. The
         Committee shall have the power, authority and the discretion to
         administer,


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         construe and interpret the Plan and Grant Agreements, to make rules
         for carrying out the Plan and to make changes in such rules. Any such
         interpretations, rules, and administration shall be made and done in
         good faith and consistent with the basic purposes of the Plan.

                  (b) The Committee may delegate to the Chief Executive Officer
         and to other senior officers of the Company its duties under the Plan
         subject to such conditions and limitations as the Committee shall
         prescribe except that only the Committee may designate and make Grants
         to Participants who are subject to Section 16 of the Exchange Act or
         Section 162(m) of the Code.

                  (c) The Committee may employ attorneys, consultants,
         accountants, appraisers, brokers or other persons. The Committee, the
         Company, and the officers and directors of the Company shall be
         entitled to rely upon the advice, opinions or valuations of any such
         persons. Subject to the terms and conditions of this Plan and any
         applicable Grant Agreement, all actions taken and all interpretations
         and determinations made by the Committee in good faith shall be final
         and binding upon all Participants, the Company and all other interested
         persons. No member of the Committee shall be personally liable for any
         action, determination or interpretation made in good faith with respect
         to the Plan or the Grants, and all members of the Committee shall be
         fully protected by the Company with respect to any such action,
         determination or interpretation.

4.       ELIGIBILITY

         The Committee may from time to time make Grants under the Plan to such
Employees, consultants, or other persons having a unique relationship with the
Company or any of its Subsidiaries, and in such form and having such terms,
conditions and limitations as the Committee may determine. No Grants may be made
under this Plan to non-employee directors of the Company or any of its
Subsidiaries. Grants may be granted singly, in combination or in tandem. The
terms, conditions and limitations of each Grant under the Plan shall be set
forth in a Grant Agreement, in a form approved by the Committee, consistent,
however, with the terms of the Plan; provided, however, such Grant Agreement
shall contain provisions dealing with the treatment of Grants in the event of
the termination, death or disability of the Participant, and may also include
provisions concerning the treatment of Grants in the event of a change of
control of the Company.

5.       GRANTS

         From time to time, the Committee will grant options to purchase Common
Stock which are not "incentive stock options," within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended. At the time of grant, the
Committee shall determine, and shall have specified in the Grant Agreement or
other Plan rules, the option exercise period, the option exercise price, and
such other conditions or restrictions on the grant or exercise of the Stock
Option as the Committee deems appropriate. In addition to other restrictions
contained in the Plan and Grant Agreement, Stock Options granted under this
Section 5 (i) may not be exercised more than 10 years after the date granted


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and (ii) may not have an option exercise price less than 85% of the Fair
Market Value of Common Stock on the date the option is granted. Payment of
the option exercise price shall be made in cash or, with the consent of the
Committee, in shares of Common Stock (including shares acquired by
contemporaneous exercise of other Stock Options), or a combination thereof,
in accordance with the terms of the Plan, the Grant Agreement and any
applicable guidelines of the Committee in effect at the time.

6.       LIMITATIONS AND CONDITIONS

                  (a) The number of Shares available for Grants under this Plan
         shall be 632,500 shares of the authorized Common Stock as of the
         effective date of the Plan. Unless restricted by applicable law, Shares
         related to Grants that are forfeited, terminated, canceled or expire
         unexercised, shall immediately become available for Grants.

                  (b) No Grants shall be made under the Plan beyond ten years
         after the effective date of the Plan, but the terms of Grants made on
         or before the expiration thereof may extend beyond such expiration. At
         the time a Grant is made or amended or the terms or conditions of a
         Grant are changed, the Committee may provide for limitations or
         conditions on such Grant.

                  (c) Nothing contained herein shall affect the right of the
         Company or any Subsidiary to terminate any Participant's employment at
         any time or for any reason.

                  (d) Except as otherwise prescribed by the Committee, the
         amounts of the Grants for any employee of a Subsidiary, along with
         interest, dividends, and other expenses accrued on deferred Grants
         shall be charged to the Participant's employer during the period for
         which the Grant is made. If the Participant is employed by more than
         one Subsidiary or by a combination of the Company and a Subsidiary
         during the period for which the Grant is made, the Participant's Grant
         and related expenses will be allocated between the companies employing
         the Participant in a manner prescribed by the Committee.

                  (e) Other than as specifically provided by will or by the
         applicable laws of descent and distribution or the terms of any
         applicable trust, no benefit under the Plan shall be subject in any
         manner to anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, or charge, and any attempt to do so shall be void. No such
         benefit shall, prior to receipt thereof by the Participant, be in any
         manner liable for or subject to the debts, contracts, liabilities,
         engagements, or torts of the Participant.

                  (f) Participants shall not be, and shall not have any of the
         rights or privileges of, stockholders of the Company in respect of any
         Shares purchasable or otherwise acquired in connection with any Grant
         unless and until certificates representing any such Shares have been
         issued by the Company to such Participants; provided however that no
         delay in the issuance of certificates due to


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         be issued hereunder representing any such Shares shall operate to
         impair or prejudice any Participant's rights to participate in a
         corporate transaction providing for the disposition of such Shares.

                  (g) No election as to benefits or exercise of Stock Options or
         other rights may be made during a Participant's lifetime by anyone
         other than the Participant except by a legal representative appointed
         for or by the Participant.

                  (h) Absent express provisions to the contrary, no Grant under
         this Plan shall be deemed "compensation" for purposes of computing
         benefits or contributions under any retirement plan of the Company or
         its Subsidiaries and shall not affect any benefits under any other
         benefit plan of any kind or subsequently in effect under which the
         availability or amount of benefits is related to level of compensation.
         This Plan is not a "Pension Plan" or "Welfare Plan" under the Employee
         Retirement Income Security Act of 1974, as amended.

                  (i) Unless the Committee determines otherwise, no benefit or
         promise under the Plan shall be secured by any specific assets of the
         Company or any of its Subsidiaries, nor shall any assets of the Company
         or any of its Subsidiaries be designated as attributable or allocated
         to the satisfaction of the Company's obligations under the Plan.

                  (j) To the extent designated by the Committee, no Grant shall
         be effective unless and until it is approved by the stockholders of the
         Company holding more than 75% of the voting power of all outstanding
         Common Stock of the Company in accordance with the provisions of
         Section 280G(b)(5) of the Code.

7.       TRANSFERS AND LEAVES OF ABSENCE

         For purposes of the Plan, unless the Committee determines otherwise:
(a) a transfer of a Participant's employment without an intervening period of
separation among the Company and any Subsidiary shall not be deemed a
termination of employment, and (b) a Participant who is granted in writing a
leave of absence shall be deemed to have remained in the employ of the Company
or a Subsidiary during such leave of absence.

8.       ADJUSTMENTS

         In the event of any change in the outstanding Common Stock (including
an exchange for cash) by reason of a stock split, reverse stock split, spin-off,
stock dividend, stock combination or reclassification, recapitalization,
reorganization, consolidation, merger, change of control, or similar event, the
Committee shall adjust appropriately the number and kind of Shares subject to
the Plan and available for or covered by Grants and Share prices related to
outstanding Grants, and make such other revisions to outstanding Grants as it
deems are equitably required.


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9.       MERGER, CONSOLIDATION, EXCHANGE, ACQUISITION, DISTRIBUTION, LIQUIDATION
         OR DISSOLUTION

         In its sole discretion, and on such terms and conditions as it deems
appropriate, coincident with or after the grant of any Stock Option, the
Committee may provide that such Stock Option cannot be exercised after the
consummation of the merger or consolidation of the Company into another
corporation, the exchange of all or substantially all of the assets of the
Company for the securities of another corporation, the acquisition by another
corporation of 80% or more of the Company's then outstanding shares of voting
stock or the recapitalization, reclassification, liquidation or dissolution of
the Company, or other adjustment or event which results in shares of Common
Stock being exchanged for or converted into cash, securities or other property,
and if the Committee so provides, it shall, on such terms and conditions as it
deems appropriate in its absolute discretion, also provide, either by the terms
of such Stock Option or by a resolution adopted prior to the consummation of
such merger, consolidation, exchange, acquisition, recapitalization,
reclassification, liquidation or dissolution, that, for some period of time
prior to the consummation of such transaction or event, such Stock Option shall
be exercisable as to all shares subject thereto, notwithstanding anything to the
contrary herein (but subject to the provisions of Section 6(b)) and that, upon
the consummation of such event, such Stock Option shall terminate and be of no
further force or effect; provided, however, that the Committee may also provide,
in its absolute discretion, that even if the Stock Option shall remain
exercisable after any such event, from and after such event, any such Stock
Option shall be exercisable only for the kind and amount of cash, securities
and/or other property, or the cash equivalent thereof (net of any applicable
exercise price), receivable as a result of such event by the holder of a number
of shares of stock for which such Stock Option could have been exercised
immediately prior to such event.

         In the event of a "spin-off" or other substantial distribution of
assets of the Company which has a material diminutive effect upon the Fair
Market Value of the Company's Common Stock, the Committee shall in its
discretion make an appropriate and equitable adjustment to any Stock Option
exercise price to reflect such diminution.

10.      AMENDMENT AND TERMINATION

         The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Section 8 or 9 hereof, no
such action shall modify such Grant in a manner adverse to the Participant
without the Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant. The Board of Directors may amend,
suspend or terminate the Plan.

11.      WITHHOLDING TAXES

         The Company shall have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by law
to be withheld with respect to such payment. It shall be a condition to the
obligation of the Company to deliver Shares upon the exercise of a Stock Option
that the Participant pay to the Company such amount as may be requested by the
Company for the purpose of satisfying any liability for such withholding taxes.
Any Grant Agreement may provide that the Participant may elect, in accordance
with any


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conditions set forth in such Grant Agreement, to pay a portion or all of such
withholding taxes in shares of Common Stock (including shares acquired by
contemporaneous exercise of other Stock Options).

12.      REGISTRATION

                  (a) If the Company shall have filed a registration statement
         pursuant to the requirements of Section 12 of the Exchange Act, or
         engaged in a Public Offering (as defined below), (i) the Company shall
         use reasonable efforts to register the Stock Options and the Common
         Stock to be acquired on exercise of the Stock Options on a Form S-8
         Registration Statement or any successor to Form S-8 to the extent that
         such registration is then available with respect to such Stock Options
         and Common Stock and (ii) the Company will use reasonable efforts to
         file the reports required to be filed by it under the Securities Act
         and the Exchange Act and the rules and regulations adopted by the
         Securities and Exchange Commission ("SEC") thereunder, to the extent
         required from time to time to enable the Participant to sell shares of
         Common Stock without registration under the Securities Act within the
         limitations of the exemptions provided under any applicable rule or
         regulation of the SEC. Notwithstanding anything contained in this
         Section 12, the Company may deregister under Section 12 of the Exchange
         Act if it is then permitted to do so pursuant to the Exchange Act and
         the rules and regulations thereunder. Nothing in this Section 12 shall
         be deemed to limit in any manner any otherwise applicable restrictions
         on sales of Common Stock.

                  (b) As used herein the term "Public Offering" shall mean the
         sale of shares of Common Stock to the public pursuant to a registration
         statement under the Securities Act which has been declared effective by
         the SEC (other than a registration statement on Form S-8 or any other
         similar form) which results in an active trading market in the Common
         Stock.

13.      EFFECTIVE DATE AND TERMINATION DATES

         The Plan shall be effective on and as of the date of its approval by
the stockholders of the Company and shall terminate ten years later, subject to
earlier termination by the Board of Directors pursuant to Section 10.

                               * * * * * * * * * *


         I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of Alliance Imaging, Inc. and approved by the shareholders of the
Company on November 2, 1999. Executed on this ____ day of November, 1999.

                                                   /s/ Russell D. Phillips, Jr.,
                                                   -----------------------------
                                                   Russell D. Phillips, Jr.,
                                                   Secretary


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