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      IMPERIAL BANK
       INNOVATIVE BUSINESS BANKING
                  Member FDIC



PROMISSORY NOTE

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---------------- ----------- ------------ -------------- ------ ------------ -------------- ------------------ --------------------
   Principal     Loan Date    Maturity        Loan No     Call   Collateral    Account           Officer             Initials
$8,422,619.04    08-02-1999  10-15-2001                                                            177
---------------- ----------- ------------ -------------- ------ ------------ -------------- ------------------ --------------------
REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT THE APPLICABILITY OF THIS DOCUMENT TO ANY PARTICULAR LOAN
OR ITEM.
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<S>                                                               <C>
BORROWER:       ALLIANCE PHARMACEUTICAL CORP., A NEW              LENDER:    IMPERIAL BANK
                YORK CORPORATION; ET. AL.                                    EMERGING GROWTH INDUSTRIES GROUP -
                3040 SCIENCE PARK ROAD                                       SOUTHERN CALIFORNIA REGIONAL OFFICE
                SAN DIEGO, CA 92121-1102                                     701 B STREET, SUITE 600
                                                                             SAN DIEGO, CA 92101-8120
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      PRINCIPAL AMOUNT: $8,422,619.04                                        DATE OF NOTE: AUGUST 2, 1999
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PROMISE TO PAY. ALLIANCE PHARMACEUTICAL CORP., A NEW YORK CORPORATION AND MDV
TECHNOLOGIES, INC., A DELAWARE CORPORATION (REFERRED TO IN THIS NOTE
INDIVIDUALLY AND COLLECTIVELY AS "BORROWER") JOINTLY AND SEVERALLY PROMISE TO
PAY TO IMPERIAL BANK ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES
OF AMERICA, THE PRINCIPAL AMOUNT OF EIGHT MILLION FOUR HUNDRED TWENTY TWO
THOUSAND SIX HUNDRED NINETEEN & 04/100 DOLLARS ($8,422,619.04) TOGETHER WITH
INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM AUGUST 2, 1999, UNTIL PAID IN
FULL.

PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE INDEX,
BORROWER WILL PAY THIS LOAN IN ACCORDANCE WITH THE FOLLOWING PAYMENT SCHEDULE:

              6 CONSECUTIVE MONTHLY PRINCIPAL PAYMENTS OF $500,000.00 EACH
       BEGINNING AUGUST 15, 1999, WITH INTEREST CALCULATED ON THE UNPAID
       PRINCIPAL BALANCES AT AN INTEREST RATE OF 0.500 PERCENTAGE POINTS OVER
       THE INDEX DESCRIBED BELOW; 6 CONSECUTIVE MONTHLY INTEREST PAYMENTS
       BEGINNING AUGUST 15, 1999, WITH INTEREST CALCULATED ON THE UNPAID
       PRINCIPAL BALANCES AT AN INTEREST RATE OF 0.500 PERCENTAGE POINTS OVER
       THE INDEX DESCRIBED BELOW; 20 CONSECUTIVE MONTHLY PRINCIPAL PAYMENTS OF
       $250,000.00 EACH, BEGINNING FEBRUARY 15, 2000, WITH INTEREST CALCULATED
       ON THE UNPAID PRINCIPAL BALANCES AT AN INTEREST RATE OF 0.500 PERCENTAGE
       POINTS OVER THE INDEX DESCRIBED BELOW; 20 CONSECUTIVE MONTHLY INTEREST
       PAYMENTS, BEGINNING FEBRUARY 15, 2000, WITH INTEREST CALCULATED ON THE
       UNPAID PRINCIPAL BALANCES AT AN INTEREST RATE OF 0.500 PERCENTAGE POINTS
       OVER THE INDEX DESCRIBED BELOW; AND 1 PRINCIPAL AND INTEREST PAYMENT IN
       THE INITIAL AMOUNT OF $425,612,59 ON OCTOBER 15, 2001, WITH INTEREST
       CALCULATED ON THE UNPAID PRINCIPAL BALANCES AT AN INTEREST RATE OF 0.500
       PERCENTAGE POINTS OVER THE INDEX DESCRIBED BELOW. THIS ESTIMATED FINAL
       PAYMENT IS BASED ON THE ASSUMPTION THAT ALL PAYMENTS WILL BE MADE EXACTLY
       AS SCHEDULED AND THAT THE INDEX DOES NOT CHANGE; THE ACTUAL FINAL PAYMENT
       WILL BE FOR ALL PRINCIPAL AND ACCRUED INTEREST NOT YET PAID, TOGETHER
       WITH ANY OTHER UNPAID AMOUNTS UNDER THIS NOTE.

The annual interest rate for this Note is computed on a 365/360 basis; that is,
by applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid collection costs and any late charges, then to any
unpaid interest, and any remaining amount to principal.


VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Imperial Bank Prime Rate
(the "Index"). The Prime Rate is the rate announced by Lender as its Prime Rate
of interest from time to time. Lender will tell Borrower the current index rate
upon Borrower's request. Borrower understands that Lender may make loans based
on other rates as well. The interest rate change will not occur more often than
each day. THE INDEX CURRENTLY IS 8.000%. THE INTEREST RATE OR RATES TO BE
APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE THE RATE OR RATES
SET FORTH ABOVE IN THE "PAYMENT" SECTION. NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate allowed by
applicable law. Whenever increases occur in the interest rate, Lender, at its
option, may do one or more of the following: (a) increase Borrower's payments to
ensure Borrower's loan will pay off by its original final maturity date, (b)
increase Borrower's payments to cover accruing interest, (c) increase the number
of Borrower's payments, and (d) continue Borrower's payments at the same amount
and increase Borrower's final payment.

PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and
other prepaid finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early payment (whether voluntary or as a
result of default), except as otherwise required by law. In any event, even upon
full prepayment of this Note, Borrower understands that Lender is entitled to a
MINIMUM INTEREST CHARGE OF $250.00. Other than Borrower's obligation to pay any
minimum interest charge, Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower's obligation to continue
to make payments under the payment schedule. Rather, they will reduce the
principal balance due and may result in Borrower making fewer payments.

LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, Borrower will be charged
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws
and is not withdrawn within 60 days. (e) Any creditor tries to take any of
Borrower's property on or in which Lender has a lien or security interest This
includes a garnishment of any of Borrower's accounts with Lender. (f) Any
guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within ten (10) days; or (b) if the
cure requires more than ten (10) days, immediately initiates steps which Lender
deems in Lender's sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.

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08-02-1999                    PROMISSORY NOTE                           PAGE 2
                               (CONTINUED)
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LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon Borrower's failure to pay
all amounts declared due pursuant to this section, including failure to pay upon
final maturity, Lender, at is option, may also, if permitted under applicable
law, do one or both of the following: (a) increase the variable interest rate on
this Note by 5.000 percentage points, and (b) add any unpaid accrued interest to
principal and such sum will bear interest therefrom until paid at the rate
provided in this Note (including any increased rate). Lender may hire or pay
someone else to help collect this Note if Borrower does not pay. Borrower also
will pay Lender that amount. This includes, subject to any limits under
applicable law, Lender's attorneys' fees and Lender's legal expenses whether or
not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services.
Borrower also will pay any court costs, in addition to all other sums provided
by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE
STATE OF CALIFORNIA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S
REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE
STATE OF CALIFORNIA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY
TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR
BORROWER AGAINST THE OTHER. (INITIAL HERE__________) THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
In the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

CREDIT AGREEMENT. This Note is subject to the provisions of the Credit Agreement
dated June 17, 1998 and all amendments thereto and replacements therefor.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them, Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) apply such security and direct the order or
manner of sale thereof, including without limitation, any nonjudicial sale
permitted by the terms of the controlling security agreements, as Lender in its
discretion may determine; (e) release, substitute, agree not to sue, or deal
with any one or more of Borrower's sureties, endorsers, or other guarantors on
any terms or in any manner Lender may choose; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other borrower. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand for payment, protest and
notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this
Note are joint and several.

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER
AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF
THE NOTE.

BORROWER:


ALLIANCE PHARMACEUTICAL CORP., A NEW YORK CORPORATION

BY:
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     AUTHORIZED OFFICER

BY:
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     AUTHORIZED OFFICER


MDV TECHNOLOGIES, INC., A DELAWARE CORPORATION, CO-BORROWER

BY:
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     THEODORE D. ROTH, VP/TREASURER/SECRETARY

BY:
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     LLOYD A. ROWLAND, ASSISTANT SECRETARY