Exhibit 10(www)

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FORM OF SECURED NOTE PURCHASE AGREEMENT

THIS AGREEMENT (this "Agreement") is made as of July 23, 2002, by and among ALLIANCE PHARMACEUTICAL CORP., a New York corporation (the "Company"),
[                        ], a
[                        ] and
[                        ], a
[                        ] (together, the
"Purchasers").

WHEREAS,
the Company has agreed to sell to each Purchaser, and each Purchaser has agreed to purchase from the Company, upon the terms and conditions hereafter provided, a Secured
Promissory Note in the form attached asExhibit Ahereto (the "Note").

NOW
THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.Issuance of Notes.



2.Issuance of Warrants.Simultaneously with the execution of this Agreement, the
Company is issuing to each Purchaser a Warrant to purchase shares of common stock (the "Warrant Shares") of the Company, par value $0.01 per share (the "Common Stock"), in the form attached as Exhibit Bhereto (the "Warrant").

3.Representations and Warranties of the Company.The Company hereby represents and
warrants to the Purchasers as of the date hereof and as of the date of the subsequent issuance of any Notes pursuant to Section 1(b) above, if applicable, except as set forth in the schedules
delivered herewith (collectively, the "Disclosure Schedules"), as follows:



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4.Purchasers' Representations.In connection with the Purchasers' acquisition of
the Notes and the Warrants, the Purchasers represent to the Company the following:



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5.Security Agreements.As security for its performance of its obligation under the
Notes, the Company shall grant a first priority security interest in certain assets of the Company, as set forth in the Security Agreement in the form attached as Exhibit Chereto and the Patent
and Trademark Security Agreement in the form attached asExhibit Dhereto.

6.Registration Rights.



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7.Indemnification.



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8.Covenant.The Company covenants and agrees with the Purchasers that it shall
obtain the consents set forth in items 5, 6 and 7 on Schedule 3(e) within 30 days as of the date hereof.

9.General Provisions.



[Remainder of Page Intentionally Left Blank]

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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth above.

|COMPANY:    |  |                               |  |                                       |  | 
|----------- |  | ----------------------------- |  | ------------------------------------- |  | 
|            |  | ALLIANCE PHARMACEUTICAL CORP.
|            |  | By:                           |  |                                      
|            |  | Name:                         |  | Theodore D. Roth                     
|            |  | Title:                        |  | President and Chief Operating Officer
|PURCHASERS: |  | [            ]               
|            |  | By:                           |  |                                      
|            |  | Name:                         |  |                                      
|            |  | Title:                        |  |                                      
|            |  | Purchase Price: $             |  |                                      
|            |  | [            ]               
|            |  | By:                           |  |                                      
|            |  | Name:                         |  |                                      
|            |  | Title:                        |  |                                      
|            |  | Purchase Price: $             |  |                                      

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