817135--3/12/2008--ALLIANCE_IMAGING_INC

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Risks Related to Our Business and Our Common Stock Changes in the rates or methods of third-party reimbursements for diagnostic imaging services could result in reduced demand for our services or create downward pricing pressure, which would result in a decline in our revenues and harm to our financial position. Our revenues may fluctuate or be unpredictable and this may impact our financial results. We may experience competition from other medical diagnostic companies and equipment manufacturers and this competition could adversely affect our revenues and our business. Managed care organizations may prevent healthcare providers from using our services which would cause us to lose current and prospective clients. We may be unable to effectively maintain our imaging systems or generate revenue when our systems are not working. Our ability to maximize the utilization of our diagnostic imaging equipment may be adversely impacted by harsh weather conditions which may affect our ability to generate revenue. Natural disasters could adversely affect our business and operations. Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment. Continued high fuel costs would harm our operations. We may be unable to renew or maintain our client contracts which would harm our business and financial results. Because a high percentage of our operating expenses are fixed, a relatively small decrease in revenues could have a significant negative impact on our financial results. We may be subject to professional liability risks which could be costly and negatively impact our business and financial results. Loss of key executives and failure to attract qualified managers and sales persons could limit our growth and negatively impact our operations. Loss of, and failure to attract, qualified employees and technologists could limit our growth and negatively impact our operations. Our positron emission tomography and positron emission tomography/computed tomography, or PET and PET/CT services, and some of our other imaging services require the use of radioactive materials, which could subject us to regulation related costs and delays and potential liabilities for injuries or violations of environmental, health and safety laws. We may not be able to achieve the expected benefits from future acquisitions which would adversely affect our financial condition and results. Two of our stockholders and their affiliates beneficially own almost half of our outstanding shares of common stock and have the contractual right to designate members of our board of directors and board committees, and will therefore be able to exert significant influence over us, including with respect to change of control transactions. Possible volatility in our stock price could negatively affect us and our stockholders. Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs and may affect our ability to be in compliance with such new corporate governance provisions in the future. Provisions of the Delaware General Corporation Law and our organizational documents may discourage an acquisition of us. Risks Related to Government Regulation of Our Business Complying with federal and state regulations is an expensive and time-consuming process, and any failure to comply could result in substantial penalties. Federal and state anti-kickback and anti-self-referral laws may adversely affect our operations and income. Healthcare reform legislation and regulations could impact our operations or limit the prices we can charge for our services, which would reduce our revenues and harm our operating results. The application or repeal of state certificate of need regulations could harm our business and financial results. If we fail to comply with various licensure, certification and accreditation standards we may be subject to loss of licensure, certification or accreditation which would adversely affect our operations. Risks Related to Our Indebtedness Our substantial indebtedness could restrict our operations and make us more vulnerable to adverse economic conditions. If there is a default under the agreements governing our material indebtedness, the value of our assets may not be sufficient to repay our creditors. Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more indebtedness which could increase the risks described above. If we are unable to generate or borrow sufficient cash to make payments on our indebtedness or to refinance our indebtedness on acceptable terms, our financial condition would be materially harmed, our business may fail and you may lose all of your investment. We may not be able to finance future needs or adapt our business plan to changes because of restrictions placed on us by our credit facility, the indentures governing our notes and the notes, and instruments governing our other indebtedness. Rises in interest rates could adversely affect our financial condition.

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817135--3/12/2008--ALLIANCE_IMAGING_INC_/DE/