STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this Agreement), dated as of April 16, 2007, is made and entered into by and among OCM Principal Opportunities Fund IV, L.P., a Cayman Islands limited partnership (together with its successors and Permitted Assignees (as defined below), Oaktree), MTS Health Investors II, L.P., a Delaware limited partnership (together with its successors and Permitted Assignees, MTS), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (Oaktree Co-Investors), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company ("MTS Co-Investors I") and Alliance-MTS Co-Investors II LLC, a Delaware limited liability company (MTS Co-Investors II, and each, a Stockholder and, collectively, the Stockholders), regarding the purchase of shares of common stock, par value $.01 per share (the Common Stock), of Alliance Imaging, Inc. (the Company). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in Section I.

RECITALS

WHEREAS, prior to the execution of this Agreement, Oaktree, MTS and Viewer Holdings LLC (Viewer) entered into a Stock Purchase Agreement (the Stock Purchase Agreement) dated March 16, 2007, relating to the purchase from Viewer of shares of Common Stock of the Company by Oaktree and MTS, and

WHEREAS, Oaktree and MTS have entered into Assignment Agreements (the Co-Investors Assignments) with Oaktree Co-Investors, MTS Co-Investors I and MTS Co-Investors II assigning, in part, their right to purchase shares of Common Stock under the Stock Purchase Agreement.

WHEREAS, under the Stock Purchase Agreement and after giving effect to the Co-Investors Assignments, Viewer has agreed to sell and Oaktree has agreed to purchase 21,301,345 shares of Common Stock (together with the 327,500 shares of Common Stock owned by Oaktree and its Affiliates prior to entering into the Stock Purchase Agreement, the Oaktree Shares,), MTS has agreed to purchase 1,600,000 share of Common Stock (the MTS Shares), Oaktree Co-Investors have agreed to purchase 1,120,160 shares of Common Stock (the Oaktree Co-Investors Shares) and MTS Co-Investors I has agreed to purchase 320,000 shares of Common Stock and MTS Co-Investors II has agreed to purchase 160,000 shares of Common Stock (the MTS Co-Investors Shares, and together with the Oaktree Shares, the MTS Shares, and the Oaktree Co-Investors Shares the Shares) and

WHEREAS, the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of their relationship on and after the date hereof with respect to the Shares.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

As used in this Agreement, the following terms shall have the meanings set forth below:

Acceptance Period shall have the meaning set forth in Section IV.B.

Act shall mean the Securities Act of 1933, as amended.

Affiliate shall mean with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. As used in this definition, control (including its correlative meanings, controlled by and under common control with) shall mean the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

Assignment shall mean that certain letter agreement by Viewer Holdings LLC assigning the rights and obligations under the Registration Rights Agreement for the benefit of the Stockholders.

Beneficial Ownership, Beneficially Own or Beneficial Interest shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

Board shall mean the Board of Directors of the Company.

Business Day shall mean any day, other than a Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or obligated by law or executive order to close.

Charter Documents shall have the meaning set forth in Section XI.E.

Closing shall mean the closing of the transactions contemplated by the Stock Purchase Agreement.

Closing Date shall mean the date on which the Closing occurs.

Common Stock has the meaning ascribed in the recitals hereto.

Demand Registration shall have the meaning set forth in the Registration Rights Agreement.

Designee shall mean a person designated by a Stockholder pursuant to their Designation Right.

Designation Right and Designation Rights shall have the meaning set forth in Section XI.B.

Director shall mean a director of the Board of Directors of the Company.

Drag-Along Rights shall have the meaning set forth in Section VI.A.

Drag-Along Sale shall have the meaning set forth in Section VI.A.

Drag-Along Sale Date shall have the meaning set forth in Section VI.B.

Drag-Along Sale Notice shall have the meaning set forth in Section VI.B.

Governance and Standstill Agreement shall mean the Governance and Standstill Agreement dated as of March 16, 2007, entered into by and among Oaktree, MTS and the Company.

Investors shall have the meaning set forth in the Registration Rights Agreement.

MTS Co-Investors I has the meaning ascribed in the recitals hereto.

MTS Co-Investors II has the meaning ascribed in the recitals hereto.

MTS Entities shall mean, collectively, MTS, MTS Co-Investors I and MTS Co-Investors II.

MTS Minimum shall mean the number of shares of Common Stock that when divided by the aggregate number of shares owned by Oaktree on the date hereof that equals .03.

MTS Shares has the meaning ascribed in the recitals hereto.

MTS Co-Investors Shares has the meaning ascribed in the recitals hereto.

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