Preview | Stock Purchase Agreement |

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ARTICLE I DEFINITIONS AND TERMS		1

Section 1.1	Certain Definitions	1
Section 1.2	Other Definitional Provisions.	3

ARTICLE II CLOSING; PURCHASE AND SALE OF SHARES		3

Section 2.1	Closing	3
Section 2.2	Purchase and Sale of the Shares	4
Section 2.3	Conveyance	4
Section 2.4	Consideration	4

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER		4

Section 3.1	Organization	4
Section 3.2	Authority; Binding Effect	4
Section 3.3	Title to Shares; Conveyance	5
Section 3.4	No Violation; Consents and Approvals	5
Section 3.5	Brokers	6
Section 3.6	No Other Representations	6

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS		6

Section 4.1	Organization	6
Section 4.2	Authority; Binding Effect	6
Section 4.3	No Violation; Consents and Approvals.	7
Section 4.4	Nature of Investment	7
Section 4.5	Brokers	8

ARTICLE V COVENANTS		8

Section 5.1	Reasonable Best Efforts	8
Section 5.2	Consents	8
Section 5.3	Antitrust Notification	9
Section 5.4	Notification of Certain Matters	9
Section 5.5	Resignations	9

ARTICLE VI CONDITIONS TO CLOSING		9

Section 6.1	Mutual Conditions to the Obligations of the Parties	9
Section 6.2	Conditions to the Obligations of the Purchasers	10
Section 6.3	Conditions to the Obligations of the Seller	11


ARTICLE VII TERMINATION; SURVIVAL		11

Section 7.1	Termination; Survival	11
Section 7.2	Effect of Termination	12
Section 7.3	Survival	12

ARTICLE VIII MISCELLANEOUS		12

Section 8.1	Notices	12
Section 8.2	Extension; Amendment; Waiver	13
Section 8.3	Time of Essence	14
Section 8.4	Assignment	14
Section 8.5	Entire Agreement	14
Section 8.6	Parties in Interest	14
Section 8.7	Expenses	14
Section 8.8	Governing Law; Jurisdiction	14
Section 8.9	Counterparts	15
Section 8.10	Headings	15
Section 8.11	Further Assurances	15
Section 8.12	Limited Liability of Members of Seller	15

STOCK PURCHASE AGREEMENT (this Agreement), dated as of March 16, 2007, by and among OCM Principal Opportunities Fund IV, L.P., a California limited partnership (OCM Fund), and MTS Health Investors II, L.P., a Delaware limited partnership (MTS and, together with OCM Fund, the Purchasers), and Viewer Holdings LLC, a Delaware limited liability company (the Seller).

WHEREAS, the Seller is the record and beneficial owner of an aggregate of 25,944,570 shares of common stock, par value $0.01 per share (Common Stock), of Alliance Imaging, Inc., a Delaware corporation (the Company);

WHEREAS, the Purchasers desire to acquire from the Seller (the Share Purchase), and the Seller desires to sell to the Purchasers, all of their right, title and interest in and to 24,501,505 shares of Common Stock (the Shares), on the terms and subject to the conditions contained herein;

WHEREAS, this Agreement and the transactions contemplated hereby have been approved by all requisite action on the part of the Seller and the Purchasers; and

WHEREAS, in connection herewith, the Purchasers and the Company are entering into a Governance and Standstill Agreement (the Governance and Standstill Agreement).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: