<PAGE>

                                 FIRST AMENDMENT TO
                                  CREDIT AGREEMENT

This First Amendment ("Amendment") amends that certain Credit Agreement executed
by and between Alliance Pharmaceutical Corp., a New York corporation
("Borrower") and Imperial Bank ("Bank") as of June 17, 1998 (the "Agreement"),
as modified by that certain Agreement to Waive Covenant Violation and Modify
Loan ("Waiver") dated May 18, 1999, as follows:


1.   Upon the effective date of this Amendment, MDV TECHNOLOGIES, INC. is hereby
added as an additional Borrower to the Agreement and the following language is
hereby inserted in the Agreement as new Section 5.12:

     SURETYSHIP WAIVERS AND CONSENTS.  Each Borrower agrees that it is
     jointly and severally, directly, and primarily liable to Bank for
     payment in full of all obligations under the Loan Documents
     ("Obligations") and that such liability is independent of the duties,
     obligations and liabilities of the other Borrower.  The Loan Documents
     are a primary and original obligation of each Borrower, are not the
     creation of a surety relationship, and are an absolute, unconditional,
     and continuing promise of payment and performance which shall remain
     in full force and effect without respect to future changes in
     conditions, including any change of law or any invalidity or
     irregularity with respect to the Loan Documents.  Each Borrower
     acknowledges that the obligations of such Borrower undertaken herein
     might be construed to consist, at least in part, of the guaranty of
     obligations of persons or entities other than such Borrower (including
     any other Borrower party hereto) and, in full recognition of that
     fact, each Borrower consents and agrees that the Bank may, at any time
     and from time to time, without notice or demand, whether before or
     after any actual or purported termination, repudiation, or revocation
     of this Agreement by any one or more Borrowers, and without affecting
     the enforceability or continuing effectiveness hereof as to each
     Borrower: (a)  decrease or waive, the Obligations or any part thereof,
     (b) accept partial payments on the Obligations; (c) receive and hold
     additional security or guaranties for the Obligations or any part
     thereof; (d) release, reconvey, terminate, waive, abandon, fail to
     perfect, subordinate, exchange, substitute, transfer, or enforce any
     security or guaranties, and apply any security and direct the order or
     manner of sale thereof as the Bank in its sole and absolute discretion
     may determine; (e) release any Person from any personal liability with
     respect to the Obligations or any part thereof; (f) settle, release on
     terms satisfactory to the Bank or by operation of applicable laws, or
     otherwise liquidate or enforce any Obligations and any security
     therefor or guaranty thereof in any manner, consent to the transfer of
     any security and bid and purchase at any sale; or (g) consent to the
     merger, change, or any other restructuring or termination of the
     corporate or partnership existence of any Borrower or any other
     Person, and correspondingly restructure the Obligations, and any such
     merger, change, restructuring, or termination shall not affect the
     liability of any Borrower or the

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First Amendment to the Promissory Note, Addendum to Promissory Note
and Credit Agreement
Alliance Pharmaceutical Corp.
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     continuing effectiveness hereof, or the enforceability hereof with respect
     to all or any part of the Obligations.

          Upon the occurrence and during the continuance of any Event of
     Default, the Bank may enforce this Agreement independently as to each
     Borrower and independently of any other remedy or security the Bank at
     any time may have or hold in connection with the Obligations, and it
     shall not be necessary for the Bank to marshal assets in favor of any
     Borrower or any other Person or to proceed upon or against or exhaust
     any security or remedy before proceeding to enforce this Agreement.
     Each Borrower expressly waives any right to require the Bank to
     marshal assets in favor of any Borrower or any other Person or to
     proceed against any other Borrower or any Collateral provided by any
     Person, and agrees that the Bank may proceed against Borrowers or any
     Collateral in such order as it shall determine in its sole and
     absolute discretion.

          The Bank  may file a separate action or actions against any
     Borrower, whether action is brought or prosecuted with respect to any
     security or against any other person, or whether any other person is
     joined in any such action or actions.  Each Borrower agrees that the
     Bank and any Borrower and any affiliate of any Borrower may deal with
     each other in connection with the Obligations or otherwise, or alter
     any contracts or agreements now or hereafter existing between any of
     them, in any manner whatsoever, all without in any way altering or
     affecting the continuing efficacy of this Agreement.

          The Bank's loan hereunder shall be reinstated and revived, and
     the enforceability of this Agreement shall continue, with respect to
     any amount at any time paid on account of the Obligations which
     thereafter shall be required to be restored or returned by the Bank,
     all as though such amount had not been paid.  The rights of the Bank
     created or granted herein and the enforceability of this Agreement  at
     all times shall remain effective to cover the full amount of all the
     Obligations even though the Obligations, including any part thereof or
     any other security or guaranty therefor, may be or hereafter may
     become invalid or otherwise unenforceable as against any Borrower and
     whether or not any other Borrower shall have any personal liability
     with respect thereto.

          To the maximum extent permitted by applicable law and to the
     extent that a Borrower is deemed a guarantor, each Borrower expressly
     waives any and all defenses now or hereafter arising or asserted by
     reason of (a) any disability or other defense of any other Borrower
     with respect to the Obligations, (b) the unenforceability or
     invalidity of any security or guaranty for the Obligations or lack of
     perfection or continuing perfection or failure of priority of any
     security for the Obligations, (c) the cessation for any cause
     whatsoever of the liability of any other Borrower (other than by
     reason of the full payment and performance of all Obligations), (d)
     any failure of the to marshal assets in favor Bank of any Borrower or
     any other person, (e) any failure of the Bank to


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First Amendment to the Promissory Note, Addendum to Promissory Note
and Credit Agreement
Alliance Pharmaceutical Corp.
Page 3


     give notice of sale or other disposition of collateral to any Borrower or
     any other Person or any defect in any notice that may be given in
     connection with any sale or disposition of collateral, (f) any failure of
     the Bank to comply with applicable law in connection with the sale or other
     disposition of any collateral or other security for any Obligation,
     including any failure of the Bank to conduct a commercially reasonable
     sale or other disposition of any collateral or other security for any
     Obligation, (g) any act or omission of the Bank or others that directly or
     indirectly results in or aids the discharge or release of any Borrower or
     the Obligations or any security or guaranty therefor by operation of law or
     otherwise, (h) any law which provides that the obligation of a surety or
     guarantor must neither be larger in amount nor in other respects more
     burdensome than that of the principal or which reduces a surety's or
     guarantor's obligation in proportion to the principal obligation, (i) any
     failure of the Bank to file or enforce a claim in any bankruptcy or other
     proceeding with respect to any Person, (j) the election by the Bank of the
     application or non-application of Section 1111(b)(2) of the United States
     Bankruptcy code, (k) any extension of credit or the grant of any lien under
     Section 364 of the United States Bankruptcy code, (1) any use of cash
     collateral under Section 363 of the United States Bankruptcy Code, (m) any
     agreement or stipulation with respect to the provision of adequate
     protection in any bankruptcy proceeding of any Person, (n) the avoidance of
     any lien in favor of the Bank for any reason, or (o) any action taken by
     the Bank that is authorized by this section or any other provision of any
     Loan Document.  Until such time as all of the Obligations have been fully,
     finally, and indefeasibly paid in full in cash: (i) each Borrower hereby
     waives and postpones any right of subrogation it has or may have as against
     any other Borrower respect to the Obligations; and (ii) in addition, each
     borrower also hereby waives and postpones any right to proceed or to seek
     recourse against or with respect to any property or asset of any other
     Borrower.  Each borrower expressly waives all setoffs and counterclaims and
     all presentments, demands for payment or performance, notices of nonpayment
     or nonperformance, protests, notices of protest, notices of dishonor and
     all other notices or demands of any kind or nature whatsoever with respect
     to the Obligations, and all notices of acceptance of this Agreement or of
     the existence, creation or incurring of new or additional Obligations.

               In the event that all or any part of the Obligations at any
     time are secured by any one or more deeds of trust or mortgages or
     other instruments creating or granting liens on any interests in real
     property, each Borrower authorizes the Bank, upon the occurrence of
     and during the continuance of any Event of Default, at its sole
     option, without notice or demand and without affecting the obligations
     of any Borrower, the enforceability of this Agreement, or the validity
     or enforceability of any Liens of the Bank , to foreclose any or all
     of such deeds of trust or mortgages or other instruments by judicial
     or nonjudicial sale.

          To the fullest extent permitted by applicable law, to the extent
     that a Borrower is deemed a guarantor, each Borrower expressly waives
     any

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First Amendment to the Promissory Note, Addendum to Promissory Note
and Credit Agreement
Alliance Pharmaceutical Corp.
Page 4



     defenses to the enforcement of this Agreement or any rights of the Bank
     created or granted hereby or to the recovery by the Bank against any
     Borrower or any other Person liable therefor of any deficiency after a
     judicial or nonjudicial foreclosure or sale, even though such a foreclosure
     or sale may impair the subrogation rights of Borrowers and may preclude
     Borrowers from obtaining reimbursement or contribution from other
     Borrowers.  To the fullest extent permitted by applicable law, each
     Borrower expressly waives any suretyship defenses or benefits that it
     otherwise might or would have under applicable law.  WITHOUT LIMITING THE
     GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS
     SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER
     WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY
     THE BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL
     FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED
     SUCH BORROWER'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER
     BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580D
     OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE.

          Borrower and each of them warrant and agree that each of the
     waivers and consents set forth herein are made after consultation with
     legal counsel and with full knowledge of their significance and
     consequences, with the understanding that events giving rise to any
     defense or right waived may diminish, destroy or otherwise adversely
     affect rights which Borrower otherwise may have against any other
     Borrower, the Bank or others, or against Collateral.  If any of the
     waivers or consents herein are determined to be contrary to any
     applicable law or public policy, such waivers and consents shall be
     effective to the maximum extent permitted by law.

2.   Except as provided above, the Agreement remains unchanged.


3.   This Amendment is effective as of August 2, 1999, and the parties hereby
confirm that Agreement is in full force and effect.




                             (SIGNATURE LINES ON NEXT PAGE)

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First Amendment to the Promissory Note, Addendum to Promissory Note
and Credit Agreement
Alliance Pharmaceutical Corp.
Page 5



ALLIANCE PHARMACEUTICAL CORP.
"BORROWER"

By:           /s/ Theodore D. Roth
   ---------------------------------------------
Printed Name:  Theodore D. Roth
             -----------------------------------
Title:  President
      ------------------------------------------


By:          /s/ Tim T. Hart
   ---------------------------------------------
Printed Name:  Tim T. Hart
             -----------------------------------
Title:  VP & CFO
      ------------------------------------------

MDV TECHNOLOGIES, INC.
"BORROWER"

By:          /s/ Lloyd A. Rowland
   ---------------------------------------------
Printed Name:  Lloyd A. Rowland
             -----------------------------------
Title:  Assistant Secretary
      ------------------------------------------

By:           /s/ Theodore D. Roth
   ---------------------------------------------
Printed Name:  Theodore D. Roth
             -----------------------------------
Title:  VP/Treasurer/Secretary
      ------------------------------------------

IMPERIAL BANK
"BANK"


By:              /s/ Tim Bubnack
   ---------------------------------------------
        Tim Bubnack, Senior Vice President