Exhibit 10(aaaa)

FORM OF SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of the 23rd day of July, 2002, made by Alliance Pharmaceutical Corp., a New York corporation (the "Grantor"), in favor of
[            ], a [                        ] and
[                        ], a
[                        ] (the "Secured
Parties").

WITNESSETH

WHEREAS, the Grantor and the Secured Parties are entering into a Secured Note Purchase Agreement, dated as of the date hereof (the "Secured Note Purchase
Agreement").

WHEREAS,
pursuant to the Secured Note Purchase Agreement, dated as of the date hereof, the Secured Parties purchased [$            ] in aggregate face amount
of the Grantor's Promissory Notes (the "Initial Notes");

WHEREAS,
under the Secured Note Purchase Agreement the Grantor has the right in certain circumstances to require the Secured Parties to purchase additional notes in the aggregate face
amount of [$            ] (the "Subsequent Notes");

WHEREAS,
the Grantor has agreed to grant to the Secured Parties a security interest in certain of its property and assets relating to the Product (as defined below) to secure the
performance of the obligations of the Grantor under the Secured Note Purchase Agreement, the Initial Notes and the Subsequent Notes (collectively, the "Notes"); and

WHEREAS,
the Grantor is contemporaneously entering into a Patent and Trademark Security Agreement with the Secured Parties.

NOW,
THEREFORE, in consideration of the premises set forth above the Grantor hereby agrees with the Secured Parties as follows:

TERMS

1.Defined Terms.The terms set forth below have the following meanings:

"Accounts" shall have the meaning assigned to such term under the Code.

"Chattel Paper" shall have the meaning assigned to such term under the Code.

"Code" means the Uniform Commercial Code as from time to time in effect in the State of New York.

"Documents" shall have the meaning assigned to such term under the Code.

"Event of Default" means:



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"General Intangibles"shall have the meaning assigned to such term under the Code.

"Instrument"shall have the meaning assigned to such term under the Code.

"Inventory"shall have the meaning assigned to such term under the Code, and in any event, including all inventory, merchandise, goods and
other personal property that are held by or on behalf of a person for sale or lease or to be furnished under a contract of service or which give rise to any Account, including returned goods.

"Investment Property"shall have the meaning assigned to such term under the Code.

"Lease"shall mean the lease, between Equity Office Properties Trust and the Grantor, dated November 7, 1997, for the property
located at 6175 Lusk Boulevard, San Diego, California 92121.

"License Agreement"shall mean the amended and restated License Agreement, dated February 22, 2002, between Schering
Aktiengesellschaft and the Grantor, as amended in accordance with the terms of this Security Agreement.

"Lien"shall mean any lien, mortgage, security interest, chattel mortgage, pledge or other encumbrance (statutory or otherwise) of any
kind securing satisfaction or performance of an obligation, including any agreement to give any of the foregoing, any conditional sales or other title retention agreement, any lease in the nature
thereof, and the filing of or the agreement to give any financing statement under the Code of any jurisdiction or similar evidence of any encumbrance, whether within or outside the United States.

"Obligations"shall mean:



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"Patent and Trademark Security Agreement"shall mean that certain Patent and Trademark Security Agreement dated as of the date hereof
between the Grantor and the Secured Parties.

"Proceeds"shall have the meaning assigned to such term under the Code.

"Product"meansImagent® a sterile, non-pyrogenic white powder
with a diluted perflexane headspace that, after reconstitution into a suspension of microspheres, is used for contrast enhancement during the indicated ultrasound imaging procedures and is indicated
for use in patients with suboptimal echocardiograms to opacify the left ventricular chamber and to improve the delineation of the left ventricular endocardial border.

"Proprietary Information"means information generally unavailable to the public that has been created, discovered, developed or otherwise
become known to the Grantor or in which property rights have been assigned or otherwise conveyed to the Grantor, which information has economic value or potential economic value to the marketing, sale
and distribution of the Product. Proprietary Information shall include, but not be limited to, trade secrets, processes, formulas, writings data, know-how, negative know-how,
improvements, discoveries, developments, designs, inventions, techniques, technical data, customer and supplier lists, financial information, business plans or projections and modifications or
enhancements to any of the above. Proprietary Information shall include all information existing on the date hereof and all information developed or acquired hereafter.

"Security Agreement"means this Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Territory"shall mean the United States of America, its territories and possessions.

"Vendor Agreement"means the Vendor Agreement, dated February 28, 2002, between RedKey, Inc., an Ohio corporation doing
business as Cardinal Health Sales and Marketing Services, and the Grantor, as amended in accordance with the terms of this Security Agreement.

2.Grant of Security Interest.As collateral security for the prompt and complete payment and performance when
due of the Obligations, the Grantor hereby grants to the Secured Parties a continuing first priority security interest in all of the following property now owned or at any time hereafter acquired by
the Grantor or in which the Grantor now has or at any time in the future may acquire right, title or interest (collectively, the "Collateral"):



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3.Rights of the Secured Parties; Limitations on the Secured Parties' Obligations.



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4.Representations and Warranties.The Grantor hereby represents and warrants that:



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5.FDA Representations, Warranties and Covenants.



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6.Covenants.



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7.Performance by Secured Parties of Grantor's Obligations.If the Grantor fails to perform or comply with any
of its agreements contained herein and the Secured Parties, as provided for by the terms of this Security Agreement and following reasonable written notice to the Grantor, shall itself perform or
comply, or otherwise cause performance or compliance, with such agreements, the expenses of the Secured Parties incurred in connection with such performance or compliance shall be payable by the
Grantor to the Secured Parties on demand and shall constitute Obligations secured hereby.

8.Remedies.If an Event of Default (i) has occurred and has continued for a period of 30 consecutive
days without cure by the Grantor with respect to items 1, 2, 3, and 4 set forth in the definition of Event of Default, or (ii) has occurred and is continuing with respect to all other items in
the definition of Event of Default, the Secured Parties may exercise, in addition to all other rights and remedies granted to it in this Security Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Secured Parties, without demand of
performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or expressly provided for) to or upon the Grantor or any
other person (all and each of which demands, defenses, advertisements and notices are, to the extent permitted by

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applicable law, hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, license, assign,
give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), at public or private sale or sales, at any
exchange, broker's board or office of the Secured Parties or elsewhere upon such terms and conditions as they may deem advisable and at such prices as they may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Secured Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Grantor, which right or equity is hereby waived, to the extent permitted by
applicable law, or released.

The
Grantor further agrees that, if an Event of Default has occurred and is continuing, at the Secured Parties' request, to assemble the Collateral and make it available to the Secured
Parties at places which the Secured Parties shall reasonably select, whether at the Grantor's premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in
any way relating to the Collateral or
the rights of the Secured Parties hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the
Secured Parties may elect, and only after such application and after the payment by the Secured Parties of any other amount required by any provision of law, must the Secured Parties account for the
surplus, if any, to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Secured Parties arising out of the exercise by
it of any rights hereunder, provided, that nothing contained in this Section shall relieve the Secured Parties from liability arising solely from its gross negligence or willful misconduct. If any
notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other
disposition. The Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and
disbursements of any attorneys employed by the Secured Parties to collect such deficiency.

For
the purpose of enabling the Secured Parties to exercise rights and remedies under this Section 8 at such time as the Secured Parties shall be lawfully entitled to exercise
such rights and remedies, the Grantor hereby grants to the Secured Parties an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the
Grantor) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor or as to which the Grantor has the right to use, and
wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs
used for the compilation or printout thereof. The use of such license by the Secured Parties shall be exercised, at the option of the Secured Parties, upon the occurrence and during the continuation
of an Event of Default; provided that any license, sublicense or other transaction entered into by the Secured Parties in accordance herewith shall be binding upon the Grantor notwithstanding any
subsequent cure of an Event of Default.

9.Severability.Any provision of this Security Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.Paragraph Headings.The paragraph headings used in this Security Agreement are for convenience of reference
only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

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11.Cumulative Remedies.The rights and remedies provided herein, in the Secured Note Purchase Agreement and in
the Notes are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law or in equity or by statute.

12.Waivers and Amendments; Successors and Assigns.None of the terms or provisions of this Security Agreement
may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the party to be charged with enforcement. This Security Agreement shall be binding upon the
successors and permitted assigns of the Grantor and shall inure to the benefit of the Secured Parties and their successors and assigns. The Grantor may not assign its rights or obligations under this
Security Agreement without the prior written consent of the Secured Parties.

13.Termination of Security Interest; Release of Collateral.



14.Notices.Any notices required or permitted to be given under the terms of this Security Agreement shall be
in writing and shall be sent by mail, personal delivery, telephone line facsimile transmission or courier and shall be effective 5 days after being placed in the mail, if mailed, or upon
receipt, if delivered personally, by telephone line facsimile transmission or by courier, in each case addressed to a party at such party's address (or telephone line facsimile transmission number)
shown below or such other address (or telephone line facsimile transmission number) as a party shall have provided by notice to the other party in accordance with this provision. In the case of any
notice to the Grantor, such notice shall be addressed to the Grantor 3040 Science Park Road, San Diego, California 92121, Attention: President (telephone line facsimile number
(858) 410-5306), and a copy shall also be given to: Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, Attention: Melvin Epstein, Esq.
(telephone line facsimile transmission number (212) 806-6006), and in the case of any notice to the Secured Parties, such notice shall be addressed to the Secured Parties at Brown
Simpson Asset Management, LLC, 152 West 57th Street, 21st Floor, New York, New York 10019, Attention: Mitchell D. Kaye (telephone line facsimile transmission number (212) 247-1329),
and a copy shall be given to: Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey 07068 Attention: John D. Hogoboom, Esq. (telephone line facsimile transmission number
(973) 597-2383).

15.Integration.This Security Agreement represents the agreement of the Grantor and the Secured Parties with
respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Secured Parties relative to subject matter hereof not expressly set forth or
referred to herein.

16.Governing Law.This Security Agreement and the rights and obligations of the Grantor hereunder shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York, except to the extent that under the New York Uniform Commercial Code the laws of another jurisdiction
govern matters of perfection and the effect of perfection or non-perfection of any security interest granted hereunder.

17.Counterparts.This Security Agreement may be executed in counterparts and by the parties hereto on separate
counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. A telephone line facsimile transmission of this Security Agreement
bearing a signature on behalf of a party hereto shall be legal and binding on such party.

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18.Waiver of Jury Trial.To the extent permitted by applicable law, each of the Grantor and the Secured Parties
waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise between the parties hereto arising out of, connected with, related to, or
incidental to the relationship between any of them in connection with this Security Agreement or the transactions contemplated hereby. Instead, any such dispute resolved in court will be resolved in a
bench trial without a jury, submitted to jurisdiction in the Southern District of New York and New York State Courts located in the County of New York.

IN
WITNESS WHEREOF, the Grantor has caused this Security Agreement to be duly executed and delivered as of the date first above written.

|                            |  |        |  |  |  | ALLIANCE PHARMACEUTICAL CORP.
|--------------------------- |  | ------ |  |  |  | -----------------------------
|                            |  |        |  |  |  | By:                          
|                            |  |        |  |  |  |                              
|                            |  |        |  |  |  |                              
|ACKNOWLEDGED AND AGREED:
[] |  |        |  |  |  |                              
|By:                         |  |        |  |  |  |                              
|                            |  | Name:  |  |  |  |                              
|                            |  | Title: |  |  |  |                              
|ACKNOWLEDGED AND AGREED:
[] |  |        |  |  |  |                              
|By:                         |  |        |  |  |  |                              
|                            |  | Name:  |  |  |  |                              
|                            |  | Title: |  |  |  |                              

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|STATE OF  |  |  |  | ) |  |     
|--------- |  |  |  | - |  | ----
|          |  |  |  |   |  |     
|          |  |  |  | ) |  | ss.:
|COUNTY OF |  |  |  | ) |  |     
|          |  |  |  |   |  |     

On
this    day of July 2002, before me personally appeared Theodore D. Roth proved to me on the basis of satisfactory evidence to be the person who executed the above
Security Agreement as President and Chief Operating Officer on behalf of Alliance Pharmaceutical Corp., and acknowledged to me that the corporation executed it.

WITNESS
my hand and official seal.

|NOTARY PUBLIC |  |  |  |  
|------------- |  |  |  | -
|STATE OF      |  |  |  | )
|              |  |  |  |  
|              |  |  |  | )
|COUNTY OF     |  |  |  | )
|              |  |  |  |  

On
this            day of July 2002, before me personally
appeared                        proved to me on the basis of satisfactory evidence to be the person who executed the above
Security Agreement as an authorized representative on behalf of [                        ], and acknowledged to me that the
corporation executed it.

WITNESS
my hand and official seal.

|NOTARY PUBLIC |  |  |  |  
|------------- |  |  |  | -
|STATE OF      |  |  |  | )
|              |  |  |  |  
|              |  |  |  | )
|COUNTY OF     |  |  |  | )
|              |  |  |  |  

On
this            day of July 2002, before me personally
appeared                        proved to me on the basis of satisfactory evidence to be the person who executed the above
Security Agreement as an authorized representative on behalf of [                        ], and acknowledged to me that the
corporation executed it.

WITNESS
my hand and official seal.

|NOTARY PUBLIC |  |  |  | 
|------------- |  |  |  | 

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Exhibit A

Food
and Drug Administration's NDA #21-191 approval letter for the Product

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SCHEDULE I

Location of Manufacturing Facility

6175
Lusk Blvd.
San Diego, California 92121

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SCHEDULE II

Filings Required to Perfect Security Interest

UCC-1
Financing Statement filed with the Secretary of State of the State of New York.

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SCHEDULE III

Location of Records Concerning Accounts

3040
Science Park Road
San Diego, California 92121

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SCHEDULE IV

Location of Inventory

6175
Lusk Blvd.
San Diego, California 92121

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