ALLIANCE IMAGING, INC. AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT

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Exhibit 10.38

ALLIANCE IMAGING, INC.

AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT

        THIS AMENDMENT OF EXECUTIVE SEVERANCE AGREEMENT (the "Amendment") is entered into as of [                        , 2008] (the "Effective Date"), between [                                    ] ("Executive") and Alliance Imaging, Inc., a Delaware corporation (the "Company").

RECITALS

        WHEREAS, on [                                    ], the Company and the Executive entered into an Executive Severance Agreement (the "Agreement"); and

        WHEREAS, the parties wish to amend certain provisions of the Agreement regarding the benefits to be provided upon the termination of the Executive's employment with the Company pursuant to the terms and conditions set forth below.

AGREEMENT

        NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereby agree as follows effective as of the Effective Date. Except as otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Agreement.

        1.     Timing of Payments.     The following sentence shall be added to the end of Section 1 of the Agreement:

        "Except as otherwise provided by Section 3(d) below, the payments provided under this Section 1 shall commence within sixty (60) days of Executive's termination of employment."

        2.     Timing of Release.     The words "upon the termination or end" in the second sentence of Section 3(a) of the Agreement shall be deleted and replaced with the following:

        "within sixty (60) days of the termination or end"

        3.     Section 409A.     Section 3(d) of the Agreement shall be deleted in its entirety and replaced with the following:

        "(d) Section 409A .

        (i)     Separation from Service.     Notwithstanding anything in this Agreement to the contrary, no termination benefits deemed deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), shall be payable pursuant to this Agreement unless Executive's termination of employment constitutes a "separation from service" with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a "Separation from Service") and, except as provided under Section 3(d)(ii) of this Agreement, any such termination benefits shall not be paid, or, in the case of installments, shall not commence payment, until the sixtieth (60th) day following Executive's Separation from Service. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive's Separation from Service but for the preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive's Separation from Service and the remaining payments shall be made as provided in this Agreement.

        (ii)     Specified Employee.     Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement

is required in order to avoid a prohibited distribution