# ACKNOWLEDGEMENT OF
RECEIPT AND UNDERSTANDING

The
undersigned has executed this Acknowledgement of Receipt and Understanding effective as of
the date set forth below. By signing below, you acknowledge and agree that you have
received a copy of the attached Code of Ethics for Chief Executive Officer and Senior
Financial Officers (the Code of Ethics) and have read and understand the terms
contained therein. By signing below, you further acknowledge and agree that you have not,
and will not, take any action or fail to take any action that is or may result in a
violation or breach of the Code of Ethics.

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|Date: _____________________________ | By: _____________________________  
|                                    | Print Name: _______________________

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# ALLIANCE
PHARMACEUTICAL CORP.

# CODE OF ETHICS FOR
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

This
Code of Ethics applies to the Chief Executive Officer and senior financial officers of
Alliance Pharmaceutical Corp., a New York corporation (the Company):

1.              The
Chief Executive Officer and all senor financial officers are responsible for
          full, fair, accurate, timely and understandable disclosure in the periodic
          reports required to be filed by the Company with the Securities and Exchange
          Commission. Accordingly, it is the responsibility of the Chief Executive
Officer           and each senior financial officer promptly to bring to the attention of
the           General Counsel and the Audit Committee any material information of which
he or           she may become aware that affects the disclosures made by the Company in
its           public filings.

2.              The
Chief Executive Officer and each senior financial officer shall promptly           bring
to the attention of the General Counsel and the Audit Committee any           information
he or she may have concerning (i) significant deficiencies in the           design or
operation of internal controls which could adversely affect the           Companys
ability to record, process, summarize and report financial data           or (ii) any
fraud, whether or not material, that involves management or other           employees who
have a significant role in the Companys financial reporting,           disclosures
or internal controls.

3.              The
Chief Executive Officer and each senior financial officer shall promptly           bring
to the attention of the General Counsel and the Audit Committee any           information
he or she may have concerning any violation of any Code of Business           Conduct and
Ethics applicable to all Company employees if and when adopted by           the Company
(the Code of Business Conduct and Ethics), including any           actual or
apparent conflicts of interest between personal and professional           relationships,
involving any management or other employees who have a           significant role in the
Companys financial reporting, disclosures or           internal controls.

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4.              The
Chief Executive Officer and each senior financial officer shall promptly           bring
to the attention of the General Counsel and the Audit Committee any           information
he or she may have concerning evidence of any violation of the           securities or
other laws, rules or regulations applicable to the Company and the           operation of
its business, by the Company or any agent thereof, or of any           violation of the
Code of Business Conduct and Ethics or of these additional           procedures.

5.              The
Board of Directors of the Company (the Board) shall determine,           or
designate appropriate persons to determine, appropriate actions to be taken           in
the event of violations of the Code of Business Conduct and Ethics or of           these
additional procedures by the Chief Executive Officer and the           Companys
senior financial officers. Such actions shall be reasonably           designed to deter
wrongdoing and to promote accountability for adherence to the           Code of Business
Conduct and Ethics and to these additional procedures, and may           include written
notices to the individual involved that the Board has determined           that there has
been a violation, censure by the Board, demotion or re-assignment           of the
individual involved, suspension with or without pay or benefits (as           determined
by the Board) and termination of the individuals employment. In
          determining what action is appropriate in a particular case, the Board or such
          designee shall take into account all relevant information, including the nature
          and severity of the violation, whether the violation was a single or repeated
          occurrence, whether the violation appears to have been intentional or
          inadvertent, whether the individual in question had been advised prior to the
          violation as to the proper course of action and whether or not the individual
in           question had committed other violations in the past.

Adopted: July 27, 2004

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