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                                                                   Exhibit 10(b)


                              CONSULTING AGREEMENT


                  THIS CONSULTING AGREEMENT made as of this 4TH DAY OF NOVEMBER,
2000 (the "Agreement") by and between Alliance Pharmaceutical Corp., a New York
corporation with its principal office at 3040 Science Park Road, San Diego,
California 92121 (the "Company"), and ARTEMIOS B. VASSOS, M.D., F.A.C.P., having
his principal place of business at 5747 Bellevue Avenue, La Jolla, California
92037 ("Consultant").

                                   WITNESSETH:

                  WHEREAS, the Company desires to retain Consultant as an
independent contractor to provide pharmaceutical consulting and other services
as requested from time to time (collectively, the "Services"), and Consultant
desires to serve in such capacity, during the period and upon the terms and
conditions hereinafter set forth;

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual promises herein contained, the parties hereto agree as follows:

         1.       TERM. The term of this Agreement shall commence on the date
hereof and continue until DECEMBER 31, 2001, and can be extended by the mutual
agreement of the parties. The parties agree (i) that any stock options
previously issued and which remain unvested as of the date of this Agreement are
terminated immediately and (ii) the Consultant may continue to exercise stock
options vested as of the date of this Agreement for the term of this Agreement
and in accordance with the provisions of their respective stock option
agreements.

         2.       SERVICES. During the term of this Agreement, Consultant shall
devote adequate time and attention to performance of the Services as reasonably
necessary, or as requested by the Company. The Services shall be conducted in
accordance with (i) all applicable laws, rules and regulations, (ii) industry
standards, and (iii) written or other instructions of the Company.

         3.       COMPENSATION. The Company shall pay the Consultant an amount
to be agreed upon for services rendered. Such fee shall accrue and be payable by
check via normal Company accounting procedures. All out-of-pocket expenses
incurred by Consultant in connection with the Services hereunder shall be
reimbursed by the Company, provided, however, that such expenses have been
expressly authorized in advance by the Company.

         4.       TERMINATION. Either party shall have the right to terminate
this Agreement at any time upon ten (10) days written notice to the other party.
All obligations in Sections 5 and 6 herein shall survive any termination or
expiration of this Agreement. Consultant agrees to return all Confidential
Information and copies thereof upon termination. Notwithstanding anything to the
contrary contained herein, the obligations of the Company to pay the
compensation in Section 3 shall be terminated automatically upon the first to
occur of any of the following events:

                  (a)      Consultant shall willfully breach any of the
provisions of this Agreement.

                  (b)      Consultant shall commit any fraud, embezzlement or
other act of dishonesty against the Company.

         5.       CONFIDENTIALITY. Consultant recognizes that the Company and
its subsidiaries and affiliated corporations (herein collectively referred to as
the "Company"), and its customers, corporate partners or others (herein
collectively referred to as "Related Parties"), own certain


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confidential information, including, but not limited to, secret or confidential
data, proprietary information, trade secrets, technology, formulae, processes,
procedures, scientific studies, regulatory submissions, business plans,
information and the like, whether all of the same be in writing or not (all of
which is referred to as "Confidential Information"). Consultant acknowledges
that the Company has disclosed or may disclose to Consultant portions of
Confidential Information of the Company or Related Parties, and agrees to
maintain the confidential status of such Confidential Information. Consultant
further agrees not to use such Confidential Information except in pursuit of
Consultant's duties hereunder or to disclose the same to persons not authorized
in writing by the Company to receive such Confidential Information. Consultant
will not make and will take all reasonable steps necessary to prevent
unauthorized parties from making any copies, abstracts or summaries of any of
the Confidential Information except in pursuit of Consultant's duties hereunder
and for the sole use and account of the Company.

         6.       INVENTIONS. Consultant will disclose promptly and in writing
to the Company, all ideas, concepts, formulae, processes, procedures,
inventions, software, devices or improvements, whether or not patentable or
copyrightable, related in any manner to the work or other activities carried on
by the Company ("Inventions") which Consultant, alone or with others, may
conceive or reduce to practice during the term of Consultant's provision of
Services to the Company. Consultant agrees to assign, transfer, convey and
deliver to the Company, and hereby does assign, transfer and convey to the
Company, all right, title and interest in and to all Inventions required to be
disclosed by Consultant to the Company under this Agreement and all patents and
patent applications (including continuations, continuations-in-part, divisions,
reissues, renewals and extensions) and all copyrights and copyright applications
for all countries relating to such Inventions. Consultant will, during the term
of this Agreement and at any time thereafter, execute all papers and perform all
acts and cooperate with the Company and its counsel in any other way which, in
the sole view of the Company, is necessary and proper to make this provision
effective. All reasonable expenses in connection with the obligations of
Consultant under this Section 6 shall be borne by the Company or its nominee.

         7.       RELATIONSHIP. The relationship between the Company and
Consultant in the performance of Services under this Agreement shall be that of
independent contractors, and nothing herein shall be construed to create a
relationship of principal and agent, employer and employee, joint venturers,
co-partners or any other similar relationship between the Company and
Consultant. Neither party hereto shall be liable in any way for any engagement,
obligation, liability, contract, representation or warranty of the other party
to or with any third party or purchasers whomsoever.

         8.       INDEMNIFICATION. The Company agrees to indemnify and hold
Consultant harmless from and against any and all liability, damages and expenses
(including attorney's fees) reasonably and necessarily incurred in the defense
or settlement of any action, proceeding or claim against Consultant by any third
party arising solely as a result of Consultant's Services pursuant to this
Agreement, provided (i) the Company is given prompt notice of any such action,
proceeding or claim and the opportunity to control the defense thereof, (ii) the
terms of any such settlement are approved in writing by the Company, and (iii)
such liability, damages or expenses were not incurred in whole or in part as a
result of any negligence or wrongdoing on Consultant's part or any breach of
Consultant's obligations to the Company under this Agreement.

         9.       GENERIC DRUG ENFORCEMENT ACT OF 1992. Consultant represents
that it has never been (i) debarred or (ii) convicted of a crime for which a
person can be debarred, under Section 306(a) or 306(b) of the Generic Drug
Enforcement Action of 1992. Consultant


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represents that it has never been and, to the best of its knowledge after due
inquiry, has ever been (a) threatened to be debarred or (b) indicted for a crime
or otherwise engaged in conduct for which a person can be debarred, under
Section 306(a) or (b). Consultant agrees that it will promptly notify each
Client in the event of any such debarment, conviction, threat or indictment.

         10.      ASSIGNABILITY AND BINDING EFFECT. The obligations of
Consultant may not be delegated, and Consultant may not assign, transfer,
pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any
rights hereunder, and any attempted delegation or disposition shall be null and
void and without effect.

         11.      HEADINGS. The headings set forth in this Agreement are for
convenience only and shall not be considered as part of this Agreement in any
respect nor shall they in any way affect the substance of the provisions
contained in this Agreement.

         12.      SEVERABILITY. The invalidity of all or any part of any
provision of this Agreement shall not invalidate the remainder of this Agreement
or the remainder of any section which can be given effect without such invalid
provision.

         13.      ENTIRE AGREEMENT. This Agreement constitutes the sole and
entire agreement between Consultant and the Company with respect to the
acceptance by the Company of the consulting and advisory services of Consultant
and supersedes all prior agreements, arrangements and understandings. This
Agreement may not be altered, modified or amended except by written instrument
signed by the party against whom such alteration, modification or amendment is
sought to be enforced.

         14.      GOVERNING LAW. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of New York. Consultant
acknowledges that improper disclosure of Confidential Information or breach of
other obligations herein could cause irreparable harm to the Company, and agrees
that the Company may seek injunctive relief to enforce the terms of this
Agreement.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.

ALLIANCE PHARMACEUTICAL CORP.             ARTEMIOS B. VASSOS, M.D., F.A.C.P.



By: /s/ Lloyd A. Rowland                  /s/ Artemios B. Vassos
    --------------------------------      --------------------------------------
    Lloyd A. Rowland
    Vice President & General Counsel      Social Security No.:
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